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WEST VIRGINIA
RURAL HEALTH ASSOCIATION
BYLAWS
Section 1. The name of the corporation shall be the West Virginia Rural Health Association, conducted as a not-for-profit organization and duly incorporated by the Secretary of State of West Virginia. Section 2. The mission of the West Virginia Rural Health Association (herein-after referred to as the "Association") is to serve as an advocate for preserving and improving the health care status of all rural people through education and effective communication. ARTICLE II. MEMBERSHIP Section 1. Eligibility. Membership shall be made up of individuals, students and organizations having an interest in rural health in the state of West Virginia who have completed, signed and submitted an application form and have paid dues or been granted a dues waiver. Section 2. Categories. A. Individual. Any individual not holding membership in another category is eligible for membership. Each individual member shall have one vote in Association matters. B. Student. Any student enrolled in a training program and requests student membership shall be granted membership and shall have one vote in Association matters. C. Organizational. Any organization with three or more members is eligible for organizational membership. Each organizational member shall have three votes in Association matters. D. Honorary. The Board of Directors as appropriate to further the purposes of the Association may grant honorary membership. Honorary members shall have all the rights and privileges of membership except voting and holding office, and shall not be required to pay dues. Section 3. Term. Membership shall be renewable annually on the calendar year, and dues paid after October 1st shall continue the membership through the following calendar year. Section 4. Dues. The amount of membership
dues shall be determined annually for all categories by the Board
of Directors. Section 1. General Membership A. Annual Meetings. Annual meetings of the Association membership shall be held at a date, time and place to be determined by the Board of Directors. The purpose of such meeting shall be to conduct all business as may be necessary to support the mission and goals of the Association. B. Special Meetings. The President or a majority of the Board of Directors or by vote of at least ten (10) percent of the membership may call special meetings of the membership of the Association at any time. Requests for special meetings must be in writing and filed at the offices of the Association. Such written requests must include the purpose (s) of the meeting. C. Notice. Written or electronic notices of the date, time and place of the meeting and the purpose/s for which the meeting is being called, shall be given for each meeting of the members not less than ten (10) days prior to the meeting. D. Quorum/Adjournment. At all membership meetings of the Association, those present at the meeting shall constitute a quorum for the transaction of business. There shall be no proxy voting. A majority of the votes of the members constituting a quorum shall be sufficient to transact business. E. Action by Written or Electronic Ballot. Any vote, which may be taken at any annual or special meeting of members, including the election of the Board of Directors, may, at the sole discretion of the President, be conducted by written or electronic ballot. In these circumstances, the Association must deliver a ballot to every member entitled to vote on the matter. The written or electronic ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action. The ballot must also specifically describe how ballots are to be submitted and the required time frame for the submission of the ballots. ARTICLE IV. BOARD OF DIRECTORS Section 1. Duties of Board. Subject to the limitations of the Articles of Incorporation, these Bylaws and the West Virginia Not For Profit Corporation Act, all powers of the Association shall be exercised by or under the authority of the Board of Directors. The Board shall have the following specific powers and duties: A. Employ or remove any agent or employee of the Association; and prescribe such powers and duties for them as may be consistent with the laws of the State of West Virginia, and the Articles of Incorporation and Bylaws. B. To cause to be kept a complete record of all minutes and acts, and to present a full statement at the annual membership meeting showing in detail the condition and affairs of the Association. Section 2. Eligibility. In order to be elected, a prospective Director must be a voting member of the Association as defined in Article II. Section 3. Composition. The number of elected Directors with voting privileges who shall manage the affairs of the Association shall be at fifteen (15) inclusive of the officers. Representation on the Board shall consist of the following: five (5) officers plus ten (10) at-large members. Section 4. Election/Appointment/Term. A. The Board of Directors shall be elected by the membership of the Association and shall take office at the beginning of the next calendar year. To be eligible to run for a seat on the Board, an individual must have been a member of the Association as an individual or as appointed representative from an Organization for at least one year prior to the beginning of the term of office. The mechanism of nominations and elections shall be determined by policy of the Board and shall be circulated to the membership at least sixty (60) days in advance of an election. B. All members of the Board shall serve staggered two-year terms with the exception of the President, President-Elect and Past President who will serve one-year terms. Election shall be determined by a majority vote of the membership. C. Any Director may succeed him/herself but may not serve more than two terms in succession with the exception of the President, President-Elect and Past President. Section 5. Vacancy. A. In the event a Director vacates his/her position, upon recommendation by the Nominations Committee, the vacancy shall be filled by appointment by a majority of the remaining Directors. B. A Director appointed to fill a vacancy shall hold office until the next calendar year, at which time a Director shall be elected to fill the unexpired balance of the term, if any, of the position in which the vacancy occurred. Section 6. Director's Duties. A. A Director shall perform his/her duties, including service on any committee of the Board, in good faith and in a manner in which such Director believes to be in the best interest of the Association, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. B. In performance of the duties of a Director, a Director shall be entitled to rely upon information, options, reports or statements, including financial statements and other financial data in each case prepared or presented by one or more officers or employees of the Association or counsel, public accountants or other persons as to matters which the Director believes to be within such a person's professional or expert competence. Section 7. Removal. Any Director may be removed, with or without cause, by two-thirds (2/3) vote cast by the members of the Association, provided such removal consideration is expressly included in advance of the vote. Any Director missing two or more unexcused consecutive meetings may be removed from the Board, unless a majority of the remaining Board votes to excuse the absences and continue the term of that Director. Vacancy due to change in membership status or lapse or termination of membership in the Association shall be automatic and not require Board action. Section 8. Compensation. Members of the Board of Directors shall receive no compensations for their services but may, as determined by Board policy, receive reimbursement for such reasonable expenses as may be necessary in pursuance of the business of the Association. Section 9. Officers/Terms/Duties. A. Officers. The Officers shall be President, President-Elect, Secretary, Treasurer, and Immediate Past President. B. Election/Appointment. C. Duties. 3. Immediate Past President. The Immediate
Past President shall be a member of the Executive Committee and
serve as Chair of the Nominations Committee. 5. Treasurer. The Treasurer shall be the Chief Financial Officer of the Association and shall keep and maintain, or cause to be maintained, adequate and correct accounts of the properties and business and financial transactions of the Association and shall: Prepare, or cause to be prepared, and present to the Board a proposed annual budget prior to the beginning of the corporation's annual fiscal year; Prepare, or cause to be prepared, and present quarterly and annual financial statements to the Board. The funds of the Association shall be dispersed as directed by the Board, or delegated by the Board of the Association, on checks or other documents, items or instruments. Signature authority, including the number of signatures required on such disbursements, shall be determined by policy of the Board. D. Removal. Any officer may be suspended or removed by a two-thirds (2/3) vote of all Directors whenever the best interest of the Association will be served. Such a removal decision must be conducted in accordance with the established voting procedures of the Association and the consideration for removal is expressly included in advance of the vote. Section 10. Committees. A. Executive Committee. The Executive Committee shall be comprised of the President, Immediate Past President, President-Elect, Secretary, and Treasurer, and is authorized to act for the Board between regular meetings as necessary for the conduct of business. Written minutes of all meetings of the Executive Committee shall be maintained and circulated to the full Board. B. Nominations Committee. There shall be a Nominations Committee comprised of six (6) members, of the Association, elected by the Board, for one-year terms. The Immediate Past President will Chair the Nominations Committee. The Nomination Committee shall be responsible for identifying person/s qualified for, and interested in becoming Board members. C. Membership Committee. The Membership Committee shall be appointed by the President and shall be responsible for marketing the Association and the recruiting and retention of members. The Membership Committee shall be responsible for determining eligibility of members. D. Other Committees. The President shall establish working or ad hoc committees as needed to conduct the business of the Association. The Board of Directors may authorize the establishment of other Standing Committees as to support the interest of the Association. Section 11. Parliamentary Authority. All meetings and business of the Association will be conducted under the provision of Roberts Rules of Order (revised), except as superseded by these Bylaws. Section 12. Open Meetings/Executive Sessions. The annual meeting and all regular, special or committee meetings of the Board of Directors shall be open to all members, provided that the Board may elect to conduct executive sessions limited only to Directors and those individuals designated by the Board of Directors, for any reason which the Board deems necessary or appropriate. However, only the members of the Board and appropriate committees are required to be notified of meetings of the Board of Directors. Section 13. Quorum. Attendance at a meeting of the Board by a simple majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business. Section 14. Vote Required. If a quorum is present, approval of action on any matter shall require the affirmative vote of a majority of Directors represented in person at the meeting. Proxy voting shall not be permitted. Section 15. Special Meetings. The President or a majority of the members of the Board may call special meetings of the Board. Each Director shall be given written, electronic or telephone notice prior to the meetings. Special meetings of the directors may also be held at any time when all members of the Board of Directors are present and consent to a special meeting. Meetings can be held via conference call. Section 16. Telephone Participation. The Board of Directors may permit participation in a meeting by any means of communication by which all of the persons participating in the meeting can hear each other at the same time. Participation in such a meeting shall constitute presence at the meeting.
Section 1. The Board of Directors may authorize the Association to pay expenses incurred by it to satisfy a judgment of fine rendered or levied against a present or former Director, Officer, or employee of the Association in an action brought by a third party against such person to impose a liability or penalty on such person, for an act alleged to have been committed by a person while the Director, Officer or employee, or by the Association, or by both, whether or not the Association is joined as a party defendant, provided the Board of Directors determines in its sole discretion such Director, Officers, or employee, was acting in good faith within, or within what he/she reasonably believed to be the scope of his/her employment or authority, and for purpose which was, or which he/she reasonably believed to be, in the best interest of the Association. Section 2. Payments authorized hereunder may include amounts paid and expenses incurred in settling any such action or threatened action, including reasonable attorney's fees and cost or suit. The term "person" where used herein, shall include the estate, personal representative, heirs, legatees, or devisees of such person. ARTICLE VI. FUNDS Section 1. Deposit. All funds of the Association shall be deposited in a timely fashion to the credit of the Association as described in Article IV, Section 11, Subsection B, Item 5. Section 2. Contracts and Agents. The Board of Directors may authorize any officer or officers, agent or agents, of the Association to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Association within the provisions of these Bylaws. Such authority may be general or may be confined to a specific instance or transaction. Section 3. Revenue. The Board of Directors may accept in the name of, and on behalf of, the Association, any contribution, gift, grants, contract bequest or device for any purpose of the Association. Any revenue generated by the Association shall become the property of the Association and shall be deposited accordingly. Section 4. Bond. All officers and other person authorized to handle or disburse the funds of the Association may, at the discretion of the Board, be bonded at the expense of the Association in such amount as the Board may determine to be adequate for the protection of the Association. Section 5. Loans. The Association shall make no loans to its Directors or officers. ARTICLE VII. BOOKS AND RECORDS Section 1. Responsibility. The Secretary and the Treasurer shall each be responsible for assuring that correct and complete books and records of the Association are maintained. The Association will keep a complete record of proceedings of meetings of the Board of Directors and all committees. The Board shall be responsible for accuracy of all records. Section 2. Liability Limits. The Directors of the Associations shall enjoy the greatest limitation on individual liability that may be authorized under West Virginia State law, provided, however, that this limitation shall not eliminate or limit the liability of a Director for acts or omissions that involve intentional misconduct by a Director, or a knowing violation of law by a Director, or for any transaction from which the Director will personally received a benefit in money, property, or services to which the Director is not legally entitled. Section 3. Fiscal Year. The fiscal year of the Association shall be January 1 through December 31. ARTICLE VIII. DISSOLUTION Section 1. The activities of the Association shall be so conducted that no part of its income or property and earnings shall inure to the benefit of any member, Director, officer, or other individual or institution or association. Upon dissolution, any assets of the Association shall be distributed to an organization enjoying a not-for-profit or successor statutory authority. ARTICLE IX. WAIVER OF NOTICE Section 1. Whenever any notice is required to be given under the provisions of applicable statutes, bylaws or articles of incorporation, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Signing an approval of any minutes or resolution of any meeting of the Board shall be deemed a waiver of notice thereof. Audiotapes of telephoned waiver shall be deemed a valid waiver of notice thereof.
Section 1. The Membership of the Association by affirmative vote of two-thirds (2/3) of quorum may alter, amend, or revoke these Bylaws at any general or special membership meeting of the Association, providing that written notice shall be given to all members at least thirty (30) days prior to any action being taken. ARTICLE XI. ADOPTION The foregoing bylaws were adopted as the Bylaws of the West Virginia Rural Health Association by resolution of the Interim Board of Directors on December 16, 2002, signed by the Interim President and Secretary, and ratified by the membership of the Association at the annual meeting held on October 27, 2003. Amendments to the WVRHA Bylaws were approved by the Board of Directors at the June 27, 2005 Board Meeting, and approved by the general membership by special ballot vote on August 26, 2005. IN WITNESS WHEREOF the following signatures are provided: APPROVED: Patricia A.Crawford ___8 /31/05_______ |