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ARTICLE 1 OFFICES
SECTION 1. PRINCIPAL OFFICE
The principal office of the corporation is located at
10708 Nestling Drive in Montgomery County, State of Ohio.
SECTION 2. CHANGE OF ADDRESS
The
designation of the county or state of the corporation's principal office
may be changed by amendment of these Bylaws. The Board of Directors and
Officers may change the principal office from one location to another
within the named county, and such changes of address shall not be deemed,
nor require, an amendment of these Bylaws.
SECTION 3. OTHER OFFICES
The corporation may also have offices at such other
places, within or without its state of incorporation, where it is
qualified to do business, as its business and activities may require, and
as the Directors and Officers may, from time to time, approve.
ARTICLE 2 NONPROFIT PURPOSES
SECTION 1. IRC SECTION 501(c)(3) PURPOSES
This corporation is organized exclusively for one or
more of the purposes as specified in Section 501(c)(3) of the Internal
Revenue Code, including, for such purposes, the making of distributions to
organizations that qualify as exempt organizations under Section 501(c)(3)
of the Internal Revenue Code.
Section 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this
corporation shall be to:
(a) promote advocacy and
mentorship among individuals with hearing loss interested in or working in
health care fields, such as medical doctors, nurses, veterinarians,
veterinary technicians, dentists, and pharmacists, or those studying to be
such;
(b) provide information to
individuals with hearing loss interested in or working in health care
fields, on such issues as special accommodations and technical standards
for admission to health care programs;
(c) educate the public about
individuals with hearing loss who are working in health care fields;
(d) establish a social and
informational network for individuals with hearing losses interested in or
working in health care fields and their support staff such as audiologists
and disability office directors;
(e) encourage the
development of products such as transparent surgical masks and special
stethoscopes that will be of benefit to individuals with hearing loss
working in health care fields and their patients;
(f) work with the
administrative faculty at colleges that offer health care programs to make
these programs more accessible for individuals with hearing loss;
(g) engage in other
activities that will benefit individuals with hearing loss interested in
or working in health care fields.
ARTICLE 3 DIRECTORS
SECTION 1. NUMBER
The corporation shall have twelve (12) directors and
collectively they shall be known as the Board of Directors.
SECTION 2. QUALIFICATIONS
Directors shall be of the age of majority in this
state. Other qualifications for directors of this corporation shall be as
follows:
Three board positions shall
be filled by either physicians or currently enrolled medical students with
hearing loss; three board positions shall be filled by veterinarians or
currently enrolled veterinary students with hearing loss; three board
positions shall be filled by medical professionals with hearing loss other
than physicians and veterinarians (ie: dentists, nurses, veterinary
technicians, pharmacists) or a student with hearing loss currently
enrolled in such a program; three board positions shall be filled by
individuals who do not fit the above three director categories who are
interested in contributing to AMPHL’s goals (e.g.: audiologists,
disability specialists, etc.).
All Directors must have and maintain an active
electronic mail account during their term.
SECTION 3. POWERS
Subject to the provisions of the laws of this state and
any limitations in the Articles of Incorporation and these Bylaws relating
to action required or permitted to be taken or approved by the members, if
any, of this corporation, the activities and affairs of this corporation
shall be conducted and all corporate powers shall be exercised by or under
the direction of the Directors and Officers.
SECTION 4. DUTIES
It shall be the duty of the Directors to:
(a)
Perform any and all duties imposed on them collectively or individually by
law, by the Articles of Incorporation, or by these Bylaws;
(b)
Ensure that the corporation has a viable strategic plan, monitor its
implementation and ensure that expenditures support the Association’s
strategic objectives and missions;
(c)
Appoint and remove, employ and discharge, and, except as otherwise
provided in these Bylaws, prescribe the duties and fix the compensation,
if any, of all officers, agents and employees of the corporation;
(d)
Supervise all officers, agents and employees of the corporation to assure
that their duties are performed properly;
(e)
Establish direction, set policy and provide leadership oversight for the
corporation;
(f)
Manage and control the property, affairs, and fiduciary health of the
corporation;
(g) Meet
at such times and places as required by these Bylaws;
(h)
Register their addresses with the Secretary of the corporation, and
notices of meetings mailed, telegraphed, or sent via electronic mail to
them at such addresses shall be valid notices thereof.
SECTION 5. ELECTION AND TERM OF OFFICE
Elections for new board members will be staggered with
one position from each of the four categories of qualifications
(physicians, veterinarians, other medical professionals, and support
individuals) voted on each year. Board members shall be elected by
the Directors and Officers annually, at any time, and each Director shall
hold office for three years, until he or she resigns or is removed or is
otherwise disqualified to serve, or until his or her successor shall be
elected and qualified, whichever occurs first.
If this corporation makes no provision for members,
then, on an annual basis, all the Directors and Officers shall elect new
Directors and Officers The applications for elections will be due by
September 15th of that election year or at another date
approved by the board. Applications are to be available for all
applicants at least thirty (30) days prior to application
submission deadline. Submitted applications are to be
distributed to all Officers and Directors within one week of the
application submission deadline. Election is to commence two weeks
after applications are distributed to all Officers and Directors. The
Executive Committee shall post the results of Directors and
Officers' elections within two months of the application
submission deadline. Official transfer of positions will occur within two
weeks of election result notification.
The election process will be composed of two separate
votes. The first vote will put forth all applicants as individuals
irrespective of the position for which they are applying. The Directors
and Officers will vote aye, nay or abstain for each individual’s passage
into the second phase of the election process.
The second phase of the election process is completed
by a matching program where applicants give a list of positions they are
interested in and the individual members of the Directors and Officers
then rank the applicants for each position in their order of preference.
This will allow an applicant to run for election in more than one position
at a time, maximizing his/her chance of obtaining an AMPHL Officer or
Director position that year. This will also allow AMPHL the best
opportunity to fill all open Officer and Director positions. A list of
applicants and the positions they are interested in is made available to
the Directors and Officers. The individual Directors and Officers then
rank the applicants for each position in their order of preference. The
Director and Officers’ rank order list of applicants is first tabulated to
count the votes for applicants and then viewed as a series of offers to
applicants based on the greatest number of votes. The positions of
Presidency will be evaluated first, then Vice-Presidency, then Secretary,
then Treasurer and lastly, the Director positions. As applicants on the
Directors and Officers’ list disappear due to successful matches, lower
choices move up on the Director and Officers’ rank order lists until all
possible matches are completed.
See Appendix A for an example of a hypothetical AMPHL
election.
Effective 2002 AMPHL elections, no one may hold more
than one Officer and/or Director position at any given time.
If a Director, whose term does not expire that election
year, submits an application for an Officer position, their current
Director position will be considered resigned. The vacated position is
then open for applications and voting that election year. The resigning
Director will still participate as a full-fledged Director up until the
normal transition of Directors subsequent to elections. AMPHL encourages
Directors to complete their entire three-year term.
Directors whose terms are not ending that election year
may each be formally invited by a minimum of three (3) Directors and/or
Officers to apply for Officer positions that election year. If a Director,
whose term does not expire that election year, submits an application for
an Officer position, their current Director position will be considered
resigned effective that election year. The vacated position is then open
for applications and voting that election year. Said Directors may then
submit applications for Officer positions and also rerun for the Director
positions they currently hold. Said Directors may also decline the formal
invitations and choose to complete their Director positions. Without
formal invitations, Directors whose terms do not expire that election year
may not submit applications for Officer positions. The resigning Director
will still participate as a full-fledged Director up until the normal
transition of Directors subsequent to elections. AMPHL encourages
Directors to complete their entire three-year term.
SECTION 6. COMPENSATION
Directors shall anticipate serving without compensation
except in special circumstances approved by the majority of the
board. In addition, they shall be allowed reasonable advancement or
reimbursement of expenses incurred in the performance of their duties
provided such advancement or reimbursement of expenses is approved by the
finance committee
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the
corporation unless otherwise provided by the Directors and Officers or at
such other place as may be designated from time to time by resolution of
the Directors and Officers.
SECTION 8. REGULAR MEETINGS
An official
in-person meeting of officers and directors is required at the same time a
conference is held. A meeting of officers and directors on years when a
conference is not held will be discussed and voted that year. However,
notice of such a meeting must be given no less than 3 months prior to said
meeting.
SECTION 9. ELECTRONIC MAIL MEETINGS
Electronic mail may be used as a form of meeting if
necessary but not to replace the regular annual meeting of Directors and
Officers. Electronic mail meetings may be called by the Chairperson
of the Board, or, if no such person has been so designated or, in his or
her absence, the President of the corporation, or in his or her absence,
by the Vice President of the corporation. The Secretary of the
corporation shall act as secretary of all official electronic mail
meetings.
Electronic mail meetings shall be governed by the same
principles presented in Robert’s Rules of order, insofar as such rules are
not inconsistent with or in conflict with the Articles of Incorporation,
these Bylaws, or with provisions of law.
A motion to discuss an issue, close a discussion, or to
vote on an issue must be seconded by a different individual than the one
who made the original motion. The seconding motion must occur within
one (1) week after the original motion was made. Once a vote on an
issue is called for by the presiding Director or officer, votes must be
made within two (2) weeks after the vote was placed before the Directors
and Officers to be voted upon.
If an officer or director wishes to reopen a discussion
that was previously voted on within the past six (6) months, a vote must
actually be called to open such a discussion.
All provisions stated in these bylaws regarding quorum
and majority action apply to electronic mail meetings. The number of
votes received will be used to calculate the quorum and the majority of
the quorum will determine the outcome of the vote.
SECTION 10. SPECIAL MEETINGS
Special meetings of the Directors and Officers may be
called by the Chairperson of the Board, the President, the Vice-President,
the Secretary, by any two directors, or, if different, by the persons
specifically authorized under the laws of Ohio to call special meetings of
the Directors and Officers. This special meeting must then be
approved by a majority of the Directors and Officers in order to be
considered an official meeting. Such meetings shall be held at a location
agreed upon by a majority of the Directors and Officers.
SECTION 11. NOTICE OF IN-PERSON MEETINGS
Notice for meeting of the Directors and Officers will
be given at least three months prior by first class mail, by telephone, by
electronic mail, or by facsimile machine, and shall state the place, date
and time of the meeting and the matters proposed to be acted upon at the
meeting.
SECTION 12. QUORUM FOR MEETINGS
A quorum shall consist of 2/3 of the Directors and
Officers. Except as otherwise provided under the Articles of
Incorporation, these Bylaws, or provisions of law, no business shall be
considered by the Directors and Officers at any meeting at which the
required quorum is not present, and the only motion which the Chair shall
entertain at such meeting is a motion to adjourn.
SECTION 13. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the
Directors and officers present at a meeting duly held at which a quorum is
present is the act of the Directors and Officers, unless the Articles of
Incorporation, these Bylaws, or provisions of law require a greater
percentage or different voting rules for approval of a matter by the
Directors and Officers.
SECTION 14. CONDUCT OF MEETINGS
Meetings of the Directors and Officers shall be
presided over by the Chairperson of the Board, or, if no such person has
been so designated or, in his or her absence, the President of the
corporation or, in his or her absence, by the Vice President of the
corporation or, in the absence of each of these persons, by a Chairperson
chosen by a majority of the directors and officers present at the meeting.
The Secretary of the corporation shall act as secretary of all meetings of
the board, provided that, in his or her absence, the presiding officer
shall appoint another person to act as Secretary of the Meeting.
Meetings shall be governed by Robert’s Rules of order,
insofar as such rules are not inconsistent with or in conflict with the
Articles of Incorporation, these Bylaws, or with provisions of law.
SECTION 15. VACANCIES
Vacancies on the Board of Directors shall exist (1) on
the death, resignation or removal of any Director, and (2) whenever the
number of authorized Directors is increased.
Any Director may resign effective upon giving written
notice to the Chairperson of the Board, the President, the Secretary, or
the Board of Directors, unless the notice specifies a later time for the
effectiveness of such resignation. No Director may resign if the
corporation would then be left without a duly elected Director or
directors in charge of its affairs, except upon notice to the Office of
the Attorney General or other appropriate agency of this state.
Directors may be removed from office, with or without
cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the Articles of
Incorporation, these Bylaws or provisions of law, vacancies on the board
may be filled by approval of the Directors and Officers. If the number of
Directors then in office is less than a quorum, a vacancy on the board may
be filled by approval of a majority of the Directors and Officers then in
office or by a sole remaining Director. A person elected to fill a vacancy
on the board shall hold office until the next election of the Board of
Directors or until his or her death, resignation or removal from
office.
SECTION 16. NONLIABILITY OF DIRECTORS AND
OFFICERS
The Directors and Officers shall not be personally
liable for the debts, liabilities, or other obligations of the
corporation.
SECTION 17.INDEMNIFICATION BY CORPORATION OF
DIRECTORS AND OFFICERS
The Directors and Officers of the corporation shall be
indemnified by the corporation to the fullest extent permissible under the
laws of this state.
SECTION 18. INSURANCE FOR CORPORATE AGENTS
Except as may be otherwise provided under provisions of
law, the Directors and Officers may adopt a resolution authorizing the
purchase and maintenance of insurance on behalf of any agent of the
corporation (including a Director, Officer, employee or other agent of the
corporation) against liabilities asserted against or incurred by the agent
in such capacity or arising out of the agent's status as such, whether or
not the corporation would have the power to indemnify the agent against
such liability under the Articles of Incorporation, these Bylaws or
provisions of law.
ARTICLE 4 OFFICERS
SECTION 1. DESIGNATION OF OFFICERS
The Officers of the corporation shall be a President,
an Immediate Past President, a Vice President, a Secretary, and a
Treasurer. The corporation may also have a Chairperson of the Board, one
or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and
other such officers with such titles as may be determined from time to
time by the Directors and Officers. All the Officers and members of the
Board of Directors shall be collectively known as the Executive
Committee.
SECTION 2. QUALIFICATIONS
Anyone with a hearing loss who is practicing or a
student in a health care field or any person in a position to provide
support to such individuals may serve as Officer of this
corporation. All Officers must have and maintain an active
electronic mail account during their term.
SECTION 3. ELECTION AND TERM OF OFFICE
Officers shall be elected annually by the Directors and
Officers, at any time, and each Officer shall hold office until he or she
resigns or is removed or is otherwise disqualified to serve, or until his
or her successor shall be elected and qualified, whichever occurs
first.
Officers will be elected as outlined in Article 3,
Section 5.
SECTION 4. VOTING POWER
All Officers shall have one vote at the meetings of
Director and Officers and their presence is counted in the quorum and
their vote as part of the majority.
SECTION 5. REMOVAL AND RESIGNATION
Any Officer may be removed, either with or without
cause, by the Directors and Officers, at any time. Any Officer may resign
at any time by giving written notice to the Board of Directors or to the
President or Secretary of the corporation. Any such resignation shall take
effect at the date of receipt of such notice or at any later date
specified therein, and, unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective. The above
provisions of this Section shall be superseded by any conflicting terms of
a contract which has been approved or ratified by the Directors and
Officers relating to the employment of any Officer of the corporation.
SECTION 6. VACANCIES
Any vacancy caused by the death, resignation, removal,
disqualification, or otherwise, of any officer shall be filled by the
Directors and Officers. In the event of a vacancy in any office other than
that of President, such vacancy may be filled temporarily by appointment
by the President until such time as the Directors and Officers shall fill
the vacancy. Vacancies occurring in offices of Officers appointed at the
discretion of the Directors and Officers may or may not be filled as the
Directors and Officers shall determine.
SECTION 7. DUTIES OF PRESIDENT
The President shall:
(a) Be
the chief executive officer of the corporation and, subject to the control
of the Directors and Officers, supervise and control the affairs of the
corporation and the activities of the officers including liaisons.
(b)
Appoint standing and special committees.
(c)
Perform all duties incident to his or her office and such other duties as
may be required by law, by the Articles of Incorporation, or by these
Bylaws, or which may be prescribed from time to time by the Directors and
Officers.
(d)
Preside at all meetings of the Directors and Officers, unless another
person is specifically appointed as Chairperson of the Board of Directors,
and, if this corporation has members, at all meetings of the
members.
(e)
Administer responsibility for the balloting at the regular elections.
(f) In
the name of the corporation, except as otherwise expressly provided by
law, by the Articles of Incorporation, or by these Bylaws, execute such
deeds, mortgages, bonds, contracts, checks, or other instruments which may
from time to time be authorized by the Directors and Officers.
g)
Automatically assumes the office of Immediate Past President in the
subsequent year after a different individual is voted to the position of
President.
SECTION 8. DUTIES OF IMMEDIATE PAST
PRESIDENT
The Immediate Past President shall:
The Immediate Past President shall:
(a)
Assist the newly elected President in transition into that office.
(b) In
the absence of the President, or in the event of his or her inability or
refusal to act, perform all the duties of the President, and when so
acting shall have all the powers of, and be subject to all the
restrictions on, the President.
(c) Have
other powers and perform such other duties as may be prescribed by law, by
the Articles of Incorporation, or by these Bylaws, or as may be prescribed
by the Directors and Officers.
SECTION 9. DUTIES OF VICE PRESIDENT
The Vice President shall:
(a)
Assist the President in all duties as requested.
(b) In
the absence of the President and the Immediate Past President, or in the
event of his or her inability or refusal to act, perform all the duties of
the President, and when so acting shall have all the powers of, and be
subject to all the restrictions on, the President.
(c) Have
other powers and perform such other duties as may be prescribed by law, by
the Articles of Incorporation, or by these Bylaws, or as may be prescribed
by the Directors and Officers.
SECTION 10. DUTIES OF SECRETARY
The Secretary shall:
(a)
Certify and keep at the principal office of the corporation the original,
or a copy, of these Bylaws as amended or otherwise altered to date.
(b) Keep
at the principal office of the corporation or at such other place as the
board may determine, a book of minutes of all meetings of the directors,
and, if applicable, meetings of committees of directors and of members,
recording therein the time and place of holding, how called, how notice
thereof was given, the names of those present or represented at the
meeting, and the proceedings thereof.
(c) See
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law.
(d) Be
custodian of the records and of the seal of the corporation and affix the
seal, as authorized by law or the provisions of these Bylaws, to duly
executed documents of the corporation.
(e) Keep
at the principal office of the corporation or at such other place as the
board may determine, a membership book containing the name and address of
each and any members, and, in the case where any membership has been
terminated, he or she shall record such fact in the membership book
together with the date on which such membership ceased.
(f)
Exhibit at all reasonable times to any director of the corporation, or to
his or her agent or attorney, on request therefore, the Bylaws, the
membership book, and the minutes of the proceedings of the Directors and
Officers
(g) In
general, perform all duties incident to the office of Secretary and such
other duties as may be required by law, by the Articles of Incorporation,
or by these Bylaws, or which may be assigned to him or her from time to
time by the Directors and Officers.
SECTION 11. DUTIES OF TREASURER
The Treasurer shall:
(a) Have
charge and custody of, and be responsible for, all funds and securities of
the corporation, and deposit all such funds in the name of the corporation
in such banks, trust companies, or other depositories as shall be selected
by the Directors and Officers.
(b)
Receive, and give receipt for, monies due and payable to the corporation
from any source whatsoever.
(c)
Disburse, or cause to be disbursed, the funds of the corporation as may be
directed by the Directors and Officers, taking proper vouchers for such
disbursements.
(d) Serve
as chair of the Finance Committee.
(e) Keep
and maintain adequate and correct accounts of the corporation's properties
and business transactions, including accounts of its assets, liabilities,
receipts, disbursements, gains and losses.
(f)
Exhibit at all reasonable times the books of account and financial records
to any director of the corporation, or to his or her agent or attorney, on
request therefore.
(g)
Render to the President and Directors, whenever requested, an account of
any or all of his or her transactions as Treasurer and of the financial
condition of the corporation.
(h)
Prepare, or cause to be prepared, and certify, or cause to be certified,
the financial statements to be included in any required reports.
(i) Turn
over all funds, properties under his or her custodianship, and records to
a successor.
(j) In
general, perform all duties incident to the office of Treasurer and such
other duties as may be required by law, by the Articles of Incorporation
of the corporation, or by these Bylaws, or which may be assigned to him or
her from time to time by the Directors and Officers
ARTICLE 5 COMMITTEES
SECTION 1. COMMITTEES
The corporation shall have committees as may from time
to time be designated by resolution of the Directors and Officers. These
committees may consist of persons who are not also Directors and Officers
and shall act in an advisory capacity to the Directors and Officers.
SECTION 2. MEETINGS AND ACTION OF COMMITTEES
Meetings and action of committees shall be governed by,
noticed, held and taken in accordance with the provisions of these Bylaws
concerning meetings of the Directors and Officers, with such changes in
the context of such Bylaw provisions as are necessary to substitute the
committee and its members for the Directors and Officers and its members,
except that the time for regular and special meetings of committees may be
fixed by resolution of the Directors and Officers or by the committee. The
Directors and Officers may also adopt rules and regulations pertaining to
the conduct of meetings of committees to the extent that such rules and
regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 6 EXECUTION OF INSTRUMENTS, DEPOSITS
AND FUNDS
SECTION 1. EXECUTION OF INSTRUMENTS
The Directors and Officers, except as otherwise
provided in these Bylaws, may by resolution authorize any Officer or agent
of the corporation to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances. Unless so
authorized, no Officer, agent, or employee shall have any power or
authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable monetarily for any purpose or in
any amount.
SECTION 2. CHECKS AND NOTES
Except as otherwise specifically determined by
resolution of the Directors and Officers, or as otherwise required by law,
checks, drafts, promissory notes, orders for the payment of money, and
other evidence of indebtedness of the corporation shall be signed by the
Treasurer and countersigned by the President of the corporation.
SECTION 3. DEPOSITS
All funds of the corporation shall be deposited from
time to time to the credit of the corporation in such banks, trust
companies, or other depositories as the Directors and Officers may
select.
SECTION 4. GIFTS
The Directors and Officers may accept on behalf of the
corporation any contribution, gift, bequest, or devise for the nonprofit
purposes of this corporation.
ARTICLE 7 CORPORATE RECORDS, REPORTS AND
SEAL
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office or
at such other place that the Directors and Officers may determine:
(a) Minutes of all meetings
of Directors and Officers, committees of the board and, if this
corporation has members, of all meetings of members, indicating the time
and place of holding such meetings, whether regular or special, how
called, the notice given, and the names of those present and the
proceedings thereof;
(b) Adequate and correct
books and records of account, including accounts of its properties and
business transactions and accounts of its assets, liabilities, receipts,
disbursements, gains and losses;
(c) A record of its members,
if any, indicating their names and addresses and, if applicable, the class
of membership held by each member and the termination date of any
membership;
(d) A copy of the
corporation's Articles of Incorporation and Bylaws as amended to date,
which shall be open to inspection by the members, if any, of the
corporation at all reasonable times during office hours.
SECTION 2. CORPORATE SEAL
The Directors and Officers may adopt, use, and at will
alter, a corporate seal. Such seal shall be kept at the principal office
of the corporation. Failure to affix the seal to corporate instruments,
however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every Director and Officer shall have the absolute
right at any reasonable time to inspect and copy all books, records and
documents of every kind and to inspect the physical properties of the
corporation and shall have such other rights to inspect the books, records
and properties of this corporation as may be required under the Articles
of Incorporation, other provisions of these Bylaws, and provisions of
law.
SECTION 4. MEMBERS' INSPECTION RIGHTS
If this corporation has any members, then each and
every member shall have the following inspection rights, for a purpose
reasonably related to such person's interest as a member:
(a) To inspect and copy the
record of all members' names, addresses and voting rights, at reasonable
times, upon written demand on the Secretary of the corporation, which
demand shall state the purpose for which the inspection rights are
requested.
(b) To obtain from the
Secretary of the corporation, upon written demand on, and payment of a
reasonable charge to, the Secretary of the corporation, a list of the
names, addresses and voting rights of those members entitled to vote for
the election of directors as of the most recent record date for which the
list has been compiled or as of the date specified by the member
subsequent to the date of demand. The demand shall state the purpose for
which the list is requested. The membership list shall be made within a
reasonable time after the demand is received by the Secretary of the
corporation or after the date specified therein as of which the list is to
be compiled.
(c) To inspect at any
reasonable time the books, records, or minutes of proceedings of the
members or of the board or committees of the board, upon written demand on
the Secretary of the corporation by the member, for a purpose reasonably
related to such person's interests as a member.
Members shall have such other rights to inspect the
books, records and properties of this corporation as may be required under
the Articles of Incorporation, other provisions of these Bylaws, and
provisions of law.
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may
be made in person or by agent or attorney and the right to inspection
shall include the right to copy and make extracts.
SECTION 6. PERIODIC REPORT
The Directors and Officers shall cause any annual or
periodic report required under law to be prepared and delivered to an
office of this state or to the members, if any, of this corporation, to be
so prepared and delivered within the time limits set by law.
ARTICLE 8 IRC 501(c)(3) TAX EXEMPTION
PROVISIONS
SECTION 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this
corporation shall be the carrying on of propaganda, or otherwise
attempting to influence legislation [except as otherwise provided by
Section 501(h) of the Internal Revenue Code], and this corporation shall
not participate in, or intervene in (including the publishing or
distribution of statements), any political campaign on behalf of, or in
opposition to, any candidate for public office.
Notwithstanding any other provisions of these Bylaws,
this corporation shall not carry on any activities not permitted to be
carried on (a) by a corporation exempt from federal income tax under
Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation,
contributions to which are deductible under Section 170(c)(2) of the
Internal Revenue Code.
SECTION 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall
inure to the benefit of, or be distributable to, its members, directors or
trustees, officers, or other private persons, except that the corporation
shall be authorized and empowered to pay reasonable compensation for
services rendered and to make payments and distributions in furtherance of
the purposes of this corporation.
SECTION 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets
remaining after payment, or provision for payment, of all debts and
liabilities of this corporation shall be distributed for one or more
exempt purposes within the meaning of Section 510(c)(3) of the Internal
Revenue Code or shall be distributed to the federal government, or to a
state or local government, for a public purpose. Such distribution shall
be made in accordance with all applicable provisions of the laws of this
state.
SECTION 4. PRIVATE FOUNDATION REQUIREMENTS AND
RESTRICTIONS
In any taxable year in which this corporation is a
private foundation as described in Section 509(a) of the Internal Revenue
Code, the corporation 1) shall distribute its income for said period at
such time and manner as not to subject it to tax under Section 4942 of the
Internal Revenue Code; 2) shall not engage in any act of self-dealing as
defined in Section 4941(d) of the Internal Revenue Code; 3) shall not
retain any excess business holdings as defined in Section 4943(c) of the
Internal Revenue Code; 4) shall not make any investments in such manner as
to subject the corporation to tax under Section 4944 of the Internal
Revenue Code; and 5) shall not make any taxable expenditures as defined in
Section 4945(d) of the Internal Revenue Code.
ARTICLE 9 AMENDMENT OF BYLAWS
SECTION 1. AMENDMENT
Subject to the power of the members, if any, of this
corporation to adopt, amend or repeal the Bylaws of this corporation and
except as may otherwise be specified under provisions of law, these
Bylaws, or any of them, may be altered, amended, or repealed and new
Bylaws adopted by approval of the Directors and Officers.
ARTICLE 10 CONSTRUCTION AND
TERMS
If there is any conflict between the provisions of
these Bylaws and the Articles of Incorporation of this corporation, the
provisions of the Articles of Incorporation shall govern.
Should any of the provisions or portions of these
Bylaws be held unenforceable or invalid for any reason, the remaining
provisions and portions of these Bylaws shall be unaffected by such
holding.
All references in these Bylaws to the Articles of
Incorporation shall be to the Articles of Incorporation, Articles of
Organization, Certificate of Incorporation, Organizational Charter,
Corporate Charter, or other founding document of this corporation filed
with an office of this state and used to establish the legal existence of
this corporation.
All references in these Bylaws to a section or sections
of the Internal Revenue Code shall be to such sections of the Internal
Revenue Code of 1986 as amended from time to time, or to corresponding
provisions of any future federal tax code.
ARTICLE 11
SECTION 1.
SUBSCRIBERS
The corporation may, at its discretion, establish a
subscribership. A subscribership will allow subscribers to receive
benefits in exchange for a subscription fee. Subscribership terms will be
set by the subscribership committee Subscribership applications will be
instituted and terminated on a quarterly basis. All subscribership
benefits and terms are implemented by approval of the subscribership
committee and by majority vote of Officers and Directors. All current
subscribers will be informed of any changes in benefits before the changes
are instituted. The subscribers will not be considered members of the
corporation and will not have the legal rights allowed to members.
SECTION 2.
Officers and Directors are expected
to use email regularly. This includes (but is not limited to) the
following: monthly updates, participation in discussions, and voting. If
there are extenuating circumstances or if an individual is unable to
communicate by email for a period of 14 days or greater, the individual
should notify the President of his/her circumstances as far in advance as
possible when s/he must be absent for an amount of time stated by the
individual. Each Officer and Director is allowed a maximum total of 60
days excused time per year unless a special exception is made by vote of
the Board of Directors and Officers.
Monthly
updates must be submitted by the 5th day of the month. If not received, a
reminder email will be sent out twice - once on the 7th day of the month
and once on the 10th of the month. If the update is not posted by the 15th
of the month, it will be considered absent. A total of 4 unexcused absent
monthly updates in a calendar year will result from dismissal from the
Officer or Board of Directors position.
Discussions - It is expected that
all Officers and Directors will respond within 7 calendar days to issues
formally motioned and voted into discussion. Officers and Directors must
at least confirm receipt of the discussion email and respond with "no
comment." There will be one reminder email sent 10 days after posting of
the discussion. If the response to the discussion is not received by 14
days after posting of the discussion topic, it will be considered absent.
A total of 4 unexcused absent discussion responses in a calendar year will
result in dismissal from the Officer or Board of Directors
position.
Votes -
When a vote is called, it is necessary for Officers and Directors to
respond with an aye, nay, or abstain. This response is expected within 7
days after the vote is called. If not received, a reminder email will be
sent at 10 days after the vote is called. If the vote is not received by
14 days after the vote was originally called, it is considered absent. A
total of 2 unexcused absent votes in a calendar year will result in
removal from the Officer or Board of Directors position.
The
duties of Officers and Directors also include active participation in at
least one AMPHL committee. Active
participation is defined as responding to emails in a timely fashion and
completing tasks as requested by committee chairs. If an Officer or
Director is a committee chair, monthly updates to committee members are
required. A total of 4 unexcused absent monthly updates in a calendar year
will result in dismissal from the Officer or Board of Directors position.
It is the responsibility of the Committee Chair to notify the AMPHL President if problems arise. If an
Officer or Director fails to actively participate in at least one
committee, this will result in removal from the Officer or Board of
Directors position. All final decisions regarding whether active
participation has been met are at the discretion of the AMPHL President.
Appendix A
Below is an example of a hypothetical AMPHL
election:
|
A applies for Presidency, Secretary and
veterinary director
B applies for Vice-Presidency and resource staff
director
C applies for Presidency and Treasurer
D applies for Secretary and Treasurer
E applies for Vice Presidency and physician
director
F applies for physician director
G applies for Secretary and resource staff
director (Voted out in Stage 1)
H applies for allied professionals director
I applies for vet director
J applies for resource staff
director |
In Stage 1, majority votes nay to allowing G to proceed
to Stage 2. Thus A, B, C, D, E, F, H, I, and J move on to Stage two of
elections.
As an example of Stage 2, we will assume a voting party
of 4 for simplicity’s sake. The total number of available votes per voter
in this example is 15. The positions are first ordered in such a way to
facilitate the rank-ordered matching process (Figure 1). Next to each
position is a listing of the candidates with a count for each position
(e.g., President = 2 candidates). Each category receives a total to the
right, which is then grand totaled (Total: 15). Figure 2 shows the votes
rank-ordered by the 4 individual voters. The numbers in parentheses
indicate the total number of candidates per category. The purpose for the
grand total count is to ensure that all candidates remain active until the
overall votes are tallied for matching. Figure 3 shows the overall vote
tally fractioned by the total number of votes per voter per candidate.
(First choice is indicated by the first listing.) The final vote results
are shown in Figure 4. Notice that two candidates (candidates A and B)
were elected into office early in the tally vote. Their second (or third)
choice positions then became free for the next person in that category
provided. For example, though candidate I did not receive any votes for
the vet director position, candidate I was able to take the position when
candidate A was elected President.
Figure 1. Positions and Candidates Listing and Totals
|
President: A, C
Vice-Presidency: B, E
Secretary: D, A
Treasurer: C, D
Vet director: A, I
Physician director: F, E
Allied professionals director: H
Resource Staff director: B, J |
2
2
2
2
2
2
1
2 |
|
Total: |
15 |
Figure 2. Individual Voter Ballots
|
Voter number 1:
President (2): A, C
Vice-Presidency (2): B, E
Secretary (2): D, A
Treasurer (2): C, D
Vet director (2): A, I
Physician director (2): F, E
Allied professionals director (1): H
Resource Staff director (2): B, J |
2
2
2
2
2
2
1
2 |
Voter number 2:
President (2): A, C
Vice-President (2): B, E
Secretary (2): D, A
Treasurer (2): D, C
Vet director (2): A, I
Physician director (2): F, E
Allied professionals director (1): H
Resource Staff director (2): B, J |
2
2
2
2
2
2
1
2 |
|
Total: |
15 |
Total: |
15 |
|
Voter number 3:
President (2): A, C
Vice-President (2): E, B
Secretary (2): D, A
Treasurer (2): D, C
Vet director (2): A, I
Physician director (2): E, F
Allied professionals director (1): H
Resource Staff director (2): B, J |
2
2
2
2
2
2
1
2 |
Voter number 4:
President (2): C, A
Vice-President (2): B, E
Secretary (2): D, A
Treasurer (2): D, C
Vet director (2): A, I
Physician director (2): F, E
Allied professionals director (1): H
Resource Staff director (2): J, B |
2
2
2
2
2
2
1
2 |
|
Total: |
15 |
Total: |
15 |
Figure 3. Overall vote tally of candidates as first choice
|
President (2): 3/4 A, 1/4 C
Vice President (2): 3/4 B, 1/4 E
Secretary (2): 4/4 D, 0/4 A
Treasurer (2): 3/4 D, 1/4 C
Vet director (2): 4/4 A, 0/4 I
Physician director (2): 3/4 F, 1/4 E
Allied Professional director (1): 4/4 H
Resource Staff director (2): 3/4 B, 1/4
J |
Figure 4. Vote Results
|
President: A
Vice President: B
Secretary: D
Treasurer: C
Vet director: I (A was elected President, thereby
leaving position open to I)
Physician director: F
Allied Professional director: H
Resource Staff director: J (B was elected
Vice-President leaving position open to J) |
|