| ASSOCIATION FOR PROFESSIONALS IN INFECTION CONTROL AND EPIDEMIOLOGY, INC. Virginia Chapter BYLAWS APIC-VIRGINIA CHAPTER 012 02VA01 12 14 76 012 Date of Review/Revisions 01/27/05 POSITION APIC – Virginia President NAME Dorothy Seibert POSITION APIC – Virginia Secretary NAME Teresa Stowasser POSITION APIC – Virginia Director NAME Suzanne Davis ORIGINAL BYLAWS DATE: 11-30-76 REVISION #1 10-01-78 REVISION #2 10-01-79 REVISION #3 10-01-80 REVISION #4 10-01-81 REVISION #5 08-22-82 REVISION #6 10-01-84 REVISION #7 06-01-85 REVISION #8 10-01-85 REVISION #9 09-01-86 REVISION #10 03-28-88 REVISION #11 12-01-91 REVISION #12 10-02-92 REVISION #13 09-24-93 REVISION #14 09-23-94 REVISION #15 09-22-95 Denied REVISION #16 01-19-96 REVISION #17 09-26-96 REVISION #18 10-01-99 REVISION #19 09-01-01 REVIEWED, BUT NOT REVISED 09-15-03 REVISION #20 10-05-05 CHAIRPERSON, CHAPTER 012 BYLAWS NAME Dorothy Seibert ARTICLE 1 - NAME AND SEAL Section 1. Name The name of this organization is the Association for Professionals in Infection Control and Epidemiology, Inc., APIC- Virginia, hereafter referred to as APIC Chapter VIRGINIA 02VA01 12 14 76 012 or as APIC 012 or the Chapter. Section 2. Seal The seal of the National Association “APIC” or “Association” shall be a circular impression seal with the words "Association for Professionals in Infection Control and Epidemiology, Inc., Massachusetts 1987" affixed thereto. ARTICLE II – PURPOSE AND GOALS Section 1. Purpose The general purpose of the Chapter is to improve health by serving the needs and aims common to all disciplines that are united by infection control and epidemiology activities. Section 2. Goals A. To direct, support and improve the practice and management of infection control and the application of epidemiology. B. To position APIC as the leader in the practice of infection control and the application of epidemiology. C. To ensure that APIC’s mission is supported by its resources and activities. ARTICLE III - TAX STATUS Section 1. Tax Status The Association for Professionals in Infection Control and Epidemiology, Inc. (APIC) is an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or a successor statute. APIC is organized exclusively for educational, charitable, scientific, and literal purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code. The National Association intends to obtain the full benefit of any tax exemption it may be entitled to under the Internal Revenue Code. Accordingly, the Association and its Chapters shall be managed in a manner consistent with such exempt statutes. ARTICLE IV - MEMBERSHIP Section 1. Privileges A. Membership in the Association is a privilege and is achieved by compliance with these bylaws. B. Categories 1. Active Membership Active members shall be individuals occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology. Such members may vote in elections, serve on committees, and hold elected office. 2. Associate Membership Associate members shall be individuals not actively involved in the practice and management of infection control and/or the application of epidemiology. Such members may not vote or hold elected office. 3. Retired Membership Retired members shall be individuals who are no longer employed in any capacity and who have had five consecutive years of Active or Associate APIC membership prior to retirement. Retired members may not vote or hold elected office, however, they may serve in appointed capacities. C. Membership Renewals 1. Membership shall be based on the calendar year or, per National APIC Office Schedule. 2. Honorary membership shall be for a lifetime. D. Membership in Local Chapters All members of the local chapters of the Association must also be members of the National Association and Active Members of the National Association are the only persons eligible for Active Member status in the Chapter. Section 2. Fiscal Year The fiscal year shall be the calendar year. Section 3. Dues A. Dues for each calendar year shall be determined by the Board of Directors. B. Local chapter membership dues shall not exceed those of the National Association. C. All dues shall be remitted according to Board policy. D. Membership cards shall be issued contingent upon receipt of current dues. Section 4. Termination A. If the dues of any member are not paid in accordance with the policies of the Chapter, membership shall be automatically terminated. B. In the event a Chapter member ceases to be a member of the National Association, membership in the Chapter shall also automatically terminate. C. Any member may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office, whenever, in its judgment, the best interests of the Chapter would be served thereby. Such member, to be removed, shall be given notice of said meeting, at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision. D. The Board of Directors may provide for subsequent reinstatement. ARTICLE V - MEETINGS OF THE MEMBERSHIP Section 1. Meetings A. Annual Meetings The annual business meeting of this organization shall be held in conjunction with the educational conference, or at such time as directed by the Board of Directors. B. Quorum Those members present at the annual business meeting shall constitute a quorum. C. Special Meeting A special meeting of the membership can be called by the President, by the Board of Directors, or a written request of at least 20% of the voting membership. ARTICLE VI – OFFICERS Section 1. Composition The officers shall be a President, a President-Elect, a Treasurer, and a Recording/Corresponding Secretary, and a Membership Secretary. These officers shall perform the duties prescribed by these bylaws, perform those duties as usually pertain to their respective offices; and perform those duties prescribed by the Board of Directors. Section 2. Duties A. President 1. Shall be directly responsible to the Board of Directors for the administration of the organization. 2. Shall delegate committee activities and appoint members to committees as necessary with Board approval. 3. Shall preside at all Board meetings of the Chapter. 4. Shall preside at all business meetings of the Chapter. 5. Shall represent the Chapter at meetings of other organizations (or designate an alternate). 6. Shall appoint standing committee chairmen (except Nominating Committee). 7. Shall appoint and terminate special committees, as necessary. 8. Shall be ex-officio member of all committees (except for the Nominating Committee). 9. Shall rotate to the Board of Directors after term in office has been served. B. President-Elect 1. Shall prepare to assume the office of President. 2. Shall fill the office of President should that office become vacant and subsequently fill the office of President for a regular term as is entitled the President-Elect. 3. Shall perform the duties of the President in the absence or incapacity of the President. 4. Shall perform such duties as may be delegated by the President. 5. Shall serve as Chairman of the Bylaws Committee. C. Treasurer 1. Shall oversee and be responsible for the management of the financial affairs of the Chapter. 2. Shall oversee the preparation of periodic financial reports for the Board. 3. Shall review financial affairs of the Chapter as necessary with legal counsel and/or accountant. 4. Shall oversee the preparation of the annual budget and present it to the Board of Directors. 5. Shall be a member or consultant to any committee having to do with the Chapter’s monies. 6. Shall be bonded through the National Association. 7. Shall serve as Chairman of the Finance Committee. 8. Shall be elected on the alternate year from the Membership Secretary. D. Recording and Corresponding Secretary 1. Shall be responsible for the accurate recording and transcribing of the minutes of all Chapter and Board of Directors meetings. 2. Shall submit all minutes to the Board of Directors in accord with established procedure. 3. Shall preserve the correspondence, reports, records, archives in a permanent file. E. Membership Secretary 1. Shall maintain a membership roster and update yearly. 2. Shall provide the Nominating Committee with a list of eligible voters for the election. 3. Shall serve as Chairman of the Membership Committee. 4. Shall be elected on the alternate year from the Treasurer. Section 3. Terms of Office A. The President shall serve for a term of one year or until a successor has assumed office. B. The President-Elect shall serve for a term of one year or until a successor has assumed office. C. The Recording/Corresponding Secretary shall serve for a term of one year or until a successor has assumed office. D. The Membership Secretary shall serve for a term of two (2) years or until a successor has assumed office; and shall be elected on the alternate year from the treasurer. E. The Treasurer shall serve for a term of two (2) years or until a successor has assumed office and shall be elected in the even-numbered years. F. No officer or director shall serve more than two (2) consecutive terms in the same office. G. All terms of office shall begin at the first Board of Directors meeting of the calendar year. Section 4. Qualifications A. The President-Elect shall have automatically succeeded to the Presidency after having held the office of President-Elect the preceding year. B. The President-Elect nominee shall have actively participated in the APIC-Virginia Board meetings within the prior two (2) years. Section 5. Vacancies A. If any office with the exception of President-elect becomes vacant, it may: 1. Remain vacant until the next election. 2. Be filled by appointment by the Board of Directors for the unexpired term. B. If the office of President-elect becomes vacant, it shall be filled by a special election of the membership. Section 6. Removal Any officer, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two- thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Chapter would be served thereby. The officer, to be removed, shall be given notice of said meeting, at which a decision for removal is to be made and shall be given notice of said meeting, at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision. ARTICLE VII - BOARD OF DIRECTORS Section 1. Composition The Board of Directors shall consist of the five officers, the immediate Past President, and no less than 2 elected directors. Section 2. Terms A. The Directors shall serve a term of two years or until a successor has assumed office. They shall be elected on a rotating basis with one elected each year. B. The immediate Past-President shall serve as a Director for one year upon completion of the term of office of President. C. Eligibility for election to the Board of Directors shall be active participating membership in the Chapter for at least the prior two (2) years. D. No member of the Board of Directors shall serve more that two (2) consecutive elected terms of office in the same office. Section 3. Duties A. The Board of Directors shall be the governing body of the Chapter and shall establish Chapter policy for conducting the business and management functions of the Chapter. B. The Board reviews committees’ and officer’s reports and makes recommendations concerning committees’ activities. C. The Board authorizes the official acts of the elected officials and committees. D. The Board approves the slate of candidates for the ballot. Section 4. Meetings A. Meetings shall be held a minimum of four times during the calendar year. One of these meetings will be prior to the annual business meeting. B. Dates, notices, and agenda shall be according to the policy set by the Board of Directors. C. Two-thirds (2/3) of the Board of Directors shall constitute a quorum. D. Special meetings of the Board of Directors can be called by two-thirds (2/3) of the board. Section 5. Removal Any Director, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Chapter would be served thereby. The Director, to be removed, shall be given notice of said meeting at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision. ARTICLE VIII – ELECTIONS Section 1. Elections shall be held annually, the exact date to be determined by the Board of Directors (in December at the latest) and prior to the beginning of the terms of office. Section 2. Voting A. Only Active members may vote. B. Voting shall be by written ballot election by the membership (mail ballot preferred).. C. A majority vote shall elect when there are less than three (3) candidates. D. A plurality vote shall elect when there are three (3) candidates. E. Tie votes shall be broken by drawing lots. Section 3. Tellers A. A Tellers’ Committee shall consist of a member of the Nominating Committee and two (2) members at large appointed by the President. B. Shall count the ballots immediately following deadline for return of ballots. C. Shall submit to the Board of Directors a written analysis of ballots cast and the number cast for each candidate. D. Shall not be eligible to run for any office while serving on the Tellers’ Committee. Section 4. Eligibility of Candidates - General Qualifications A. Shall be current, participating, Active member of APIC-Virginia. B. Shall have been a participating, Active member of APIC-Virginia for the prior two (2) years. C. No Officer or Director may hold local and National office in the Association simultaneously. ARTICLE IX - COMMITTEES Section 1. Executive Committee A. Shall consist of three members of the Board of Directors: the President, the President-elect, and one member elected by and from the current Board of Directors. B. Shall make all necessary decisions between Board meetings to insure the continuous functioning of the Chapter. Section 2. Standing and Special Committees A. Standing and Special Committees are appointed by the President and affirmed by the Board of Directors. B. The composition, terms, and duties of these committees shall be determined by the Board of Directors. C. Appointments shall be made on a year-by-year basis. D. The Chairman of each standing committee with the exception of the Bylaws, Finance, and Membership Committees, shall be appointed by the President and affirmed by the Board of Directors at the First Board Meeting of the incoming officers. The members of each committee shall be selected by each Chairman and submitted to the Board of Directors for approval. Section 3. “Budget and” Finance Committee A. Shall be comprised of the President, President-elect, Treasurer and such other members as determined by the Board of Directors. B. Shall be chaired by the Treasurer. Section 4. Nominating Committee A. Qualifications: To be eligible to serve on the Nominating Committee, an individual must meet those qualifications stated in Article VIII. Section 4, subsections A & B. B. Composition and Duties 1. Shall consist of three (3) members to be elected by the membership for a one-year term. 2. Shall not be eligible to run for any office while serving on the Nominating Committee. 3. Shall be headed by a chairperson who receives plurality vote. 4. Shall solicit nominations representative of a multidisciplinary state organization. 5. Shall develop procedures for the conduction of elections and submit for Board approval. 6. Shall develop and submit a slate of candidates for the Chapter ballot to the Board of Directors for approval. 7. Shall notify all nominees of their status regarding their candidacy. ARTICLE X - OFFICIAL PUBLICATION A. The official publication of the Association shall be the American Journal of Infection Control. B. All members shall receive the American Journal of Infection Control. ARTICLE XI - LIABILITY AND INDEMNIFICATION Section 1. Limitation of Liability No officer or director shall be personally liable to the Chapter or its members for monetary damages for breach of fiduciary duty as an officer or director not withstanding any provision of law imposing such liability, provided however, that this provision shall not eliminate the liability of an officer or director to the extent that such liability is imposed by applicable law, (i) for any breach of the officer’s or director’s duty of loyalty to the Chapter or its members, (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which there is improper personal benefit. This provision shall not eliminate the liability of an officer or director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment to nor repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with respect to any acts or omissions of such officer or director occurring prior to such amendment or repeal. Section 2. Indemnification The Chapter may, in the sole discretion of the Board of Directors, indemnify in whole or in part any person (and his heirs, executors, administrators, or other legal representatives) who is or shall have been an officer or director of the Chapter or any person who is serving or shall have served at the request of the Chapter against all liabilities and expenses (including judgments, fines, penalties, and attorney’s fees and all amounts paid, other than to the Chapter, in compromise or settlement) reasonably incurred by any such officer, director, or person who may be a party defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been an officer or director of the Chapter or such other Chapter, except in relations to matters as to which any such officer, director, or person shall be finally adjudged, other than by consent, in such action, suit, or proceeding to have been liable for bad faith or misconduct in their performance of his duty as such officer or director. ARTICLE XII - PARLIAMENTARY AUTHORITY The parliamentary writings of General Henry M. Roberts, Roberts Rules of Order, most recently revised, govern the Association in all cases not covered by these Bylaws. ARTICLE XIII - AMENDMENTS Section 1. Process These Bylaws may be amended upon two-thirds (2/3) vote of those Active Members present at a meeting of the membership, provided that such proposed amendments have been presented, in writing, to the voting membership at least thirty (30) days prior to the vote. Section 2. Approval Amendments approved by the voting membership shall not become final until they have been submitted to the APIC Chapter Services Coordinator, who will then seek final approval from APIC’s Legal Counsel. The Chapter Services Coordinator shall notify the local Chapter of approval or non-approval. Approved Bylaws (original copy) shall be sent to APIC National Office for inclusion in the local Chapter’s permanent file. ARTICLE XIV - FINANCIAL OPERATIONS The Chapter shall keep accurate and complete books and records of its accounts, meetings, and proceedings of the organization. There may be an annual audit of the books & accounts of the Chapter in such a manner as directed by the Board of Directors of APIC. The Treasurer shall submit necessary documentation as required by APIC. ARTICLE XV - DISSOLUTION OF THE ORGANIZATION In the event of dissolution, the Board of Directors, after payment or making provision for the payment of all liabilities, shall dispose of all the assets of the Chapter by distributing the assets to the said organization known as the Association for Professionals in Infection Control and Epidemiology, Inc. (APIC), as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or a successor statute. Return to Home |
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