The Washington Rural Health Association
is dedicated to strengthening rural health in Washington state. The
Association brings together a diverse constituency to assume leadership through
communications, education, and advocacy. The Association acknowledges the
importance of collaborative relationships in our work to build viable rural
communities across Washington State. In pursuit of this mission, the
Association joins hands with individuals and organizations with whom it shares a
commitment to equity for rural health.
Section 3:
The principal office of the Association shall
be located in a place designated by the Board of Directors within the State of
Washington.
ARTICLE II: MEMBERSHIP
Section 1: Eligibility
Membership shall be made up of individuals and
organizations having an interest in rural health care in Washington State who
have completed and signed an application form and paid their dues with the
Secretary of the Association.
Section 2: Categories
A. Voting Membership
1. Individual: Each individual
member shall have one vote in Association matters.
2. Organizational:
Any legally constituted organization shall hold one membership and shall
have three votes in Association matters.
B. Non-Voting membership:
1. Honorary: Honorary
memberships may be granted by the Board of Directors as appropriate to
further the purposes of the Association. Employees of WRHA shall also
be granted honorary membership. Honorary members shall have all
rights and privileges of membership except voting and holding office.
2. Student: Students enrolled
in any health professions training program shall be granted individual
membership and shall have all the rights and privileges of membership except
voting and holding office.
Section 3: Term
Membership shall be effective upon receipt of
dues and shall be renewable on the anniversary date.
Section 4: Dues
A. The amount of membership dues for all
categories shall be determined annually by the Board of Directors.
B. The Board of Directors shall have the
authority to reduce or waive dues for an individual or organization unable to
pay regular dues.
ARTICLE III: MEETINGS
Section 1: General
Membership
A. Annual meetings of the Association
membership will be held at a time and place to be determined by the Board. The
purpose of such meeting will be to elect the Board of Directors and conduct all
such business as may be necessary to support the mission and goals of the
Association.
Written notice of the annual meeting shall be
given by the Secretary to each member, by mail, postage pre-paid, or by email at
the address appearing on the books of the Association. The notice shall not be
mailed less than ten (10) days, nor more than fifty (50) days, prior to the
meeting.
B. Special meetings of the membership of
the Association may be called at any time by the President or a majority of the
Board of Directors, or at the request of the membership upon receipt of written
request signed by at least ten percent (10%) of the voting members of the
Association.
Notice of a special meeting, stating the
purpose thereof, shall be given by the Secretary to all members in the same
manner as notice is given for the annual meeting.
C. Quorum: A quorum for the
transaction of business shall be constituted by 10% of the voting members and
shall be established at the beginning of the annual or any special meeting of
the membership.
D. Voting: A majority of the votes
of the members constituting a quorum shall be sufficient to transact business
unless a greater number of votes is required by law, the Articles of
Incorporation, or these Bylaws with respect to some specified action.
There shall be no proxy voting.
Section 2:
Board of Directors
A. Annual meetings of the Board shall be
held immediately following the annual general membership meeting for the purpose
of electing officers and conducting such business as may be necessary.
B. Regular meetings of the Board shall
be held at least quarterly at a time and place determined by the Board. All
regular, special, or committee meetings of the Board are open meetings. However,
only the members of the Board and appropriate committees are required to be
notified.
C. Special meetings of the Board may be
called by the President or a majority of the members of the Board. Notice of the
time and place of such meetings shall be given to each Director at least seventy
two hours in advance.
D. Quorum: A majority of the Board
of Directors shall constitute a quorum for the transaction of business.
E. Attendance By Telephone: Board
members may participate in any meeting of the Board through the use of
telecommunications equipment by means of which all persons participating can
hear each other. Such participation in a meeting shall constitute presence
in person at the meeting.
ARTICLE IV: BOARD OF DIRECTORS
Section 1: Composition and Number
A. The corporate powers of this Association
shall be vested in and exercised by or under the authority of a Board of
Directors. The number of elected Directors who shall manage the affairs of the
Association shall be a minimum of fifteen (15) and a maximum of nineteen (19)
members.
B. In the case where the President-elect does
not have sufficient Board term remaining to fulfill the three year obligation of
office, s/he will remain on the Board in addition to the elected members.
Section 2:
Eligibility
In order to be nominated for, or hold office on
the Board of Directors, the individual must be a voting member of the
Association as defined in Article II, and a resident of Washington State.
Section 3:
Powers and Duties
A. Subject to any limitation in the Articles of
Incorporation and these Bylaws, and the laws of the State of Washington, the
Board of Directors shall have the responsibility and authority to supervise and
direct the activities and resources of the Association, and to conduct all
business and affairs of the Association in furtherance of its mission and goals.
B. Without prejudice to such general powers,
and subject to the same limitations, the Directors shall have the following
specific powers and duties:
1. To employ, elect, or remove any officer,
agent, or employee of the Association; prescribe such powers and duties for
them as may be consistent with the laws of the State of Washington, the
Articles of Incorporation and these Bylaws; fix their compensation, if any,
and may require from them security for faithful performance.
2. 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 4:
Election/Appointment/Term
A. The Board of Directors shall be elected at
the annual membership meeting of the Association. 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 prior to the Annual
Membership Meeting.
B. Members of the Board shall serve three year
terms. Election shall be determined by a majority vote of a duly
constituted quorum.
C. Any Director may succeed him/herself but may
not serve more than two terms in succession unless as necessary to fill a vacant
elected office. The fulfillment of the remainder of the term of another
Board member shall not be included in the two term limit.
Section 5:
Vacancy
A. In the event a Director vacates his/her
position, the vacancy shall be filled by appointment by a majority vote
of the remaining Directors. Vacancy due to change in membership status or
lapse or termination of membership in the Association shall be automatic and not
require any Board action.
B. A Director appointed to fill a vacancy shall
hold office until the next annual elections by the membership, at which time a
new Director shall be elected to fill the unexpired balance of the term, if any,
of the position in which the vacancy occurred.
Section 6:
Directors' 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 interests of the Association,
and with such care, including reasonable inquiry, as an ordinary prudent person
in a like position would use under similar circumstances.
In performing the duties of a Director, a
Director shall be entitled to rely upon information, opinions, reports or
statements, including financial statements and other financial data, in each
case prepared or presented by:
1. One or more officers or employees of the
Association;
2. Counsel, public accountants or
other persons as to matters which the Director believes to be within such
person's professional or expert competence;
3. A committee of the Board upon
which the Director does not serve, duly designated in accordance with a
provision in the Articles of Incorporation or Bylaws, as to matters within
its designated authority, which committee the Director believes to merit
confidence; so long as, in any such case, the Director acts in good faith,
after reasonable inquiry when the need therefore is indicated by the
circumstances and without knowledge that would cause such reliance to be
unwarranted.
Section 7:
Removal
A. Any Director may be removed, with or without
cause, by two-thirds (2/3) vote cast by members of the Board of Directors at a
duly called Board of Directors meeting or by members of the Association having
voting privileges, represented in person, at any annual or special meeting of
the Association.
B. Any member of the Board who misses three (3)
consecutive meetings shall submit a resignation to the President of the Board
for consideration. If such resignation is not received prior to the fourth
consecutive meeting, the Board may declare the position vacant.
Section 8:
Compensation
Members of the Board of Directors shall receive
no compensation 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. Election/Appointment:
1.The Board of Directors, at its annual
meeting, shall elect a President-Elect, Secretary, and Treasurer who shall
be members of the Board of the Association, for terms of one year and until
their successors are elected and installed.
2. As part of the term of the presidency,
the President-elect shall rotate to the position of President, then the
Immediate Past President on an annual basis.
3. Any vacancy occurring in an elective
office shall be filled by a majority vote of the Board at any regular or
special meeting.
B. Duties:
1. President: The President
shall be the principal officer of the Association and shall preside over
meetings of the Board of Directors, Executive Committee, and the membership
of the Association. The President may be assigned other powers and duties by
the Board, within the scope and limitations of the Articles of Incorporation
and these Bylaws, as appropriate. The President shall be authorized to sign
all warrants, contracts, or instruments as directed by the Board, and to
represent them in carrying out the business of the Association.
2. President-Elect: The
President-Elect shall preside at all meetings in the absence or disability
of the President, assuming all duties of the President during such absence
or disability. The President-Elect shall chair the Bylaws Committee
and shall perform such other duties as the Board may require.
3. Secretary: The Secretary
shall issue all notices and shall attend and keep the minutes of all
meetings of the members, the Board and Executive Committee. The Secretary
shall have charge of all books, records, and papers of the Association. The
secretary shall attest with his/her signature all instruments executed for
the Association and shall perform all other such duties as the Board may
require.
4. Treasurer: The Treasurer
shall receive, keep safely, and deposit in such bank or banks as may be
designated by the Board, all funds, securities and liquid assets of the
Association, in its name, and for its account.
The funds of the Association shall be
dispersed as directed by the Board 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.
The Treasurer shall keep full and accurate
books of account and shall make such reports of the finances and
transactions of the Association as may be required by the Board, and shall
prepare and present to the annual meeting of the membership a full statement
showing in detail the financial condition of the Association.
The Treasurer shall be a member of the
Finance Committee.
5. Past-President: The
Immediate Past-President shall be a member of the Executive Committee and
the Membership Development Committee.
C. Removal:
Any officer may be suspended or removed by a
two-thirds (2/3) vote of all Directors whenever, in their judgment, the best
interest of the Association will be served thereby.
Section 10:
Committees
All work of the committees shall be brought to
the board for approval.
Committees and representatives to other
organizations will also be responsible for providing regular reports to the
board.
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 shall be
maintained and circulated to the full Board.
B. Membership/Development
Committee:
1.There shall be a Membership Development
Committee comprised of at least three (3) members of the Association,
appointed by the Board. The Chair shall be appointed by the President
and approved by the Board. The immediate Past-President serves as a member
of the Committee.
The Committee shall be responsible for
marketing the Association to potential members and the recruitment and
retention of members to include developing value added benefits for
membership. The Committee will be responsible for determining the
eligibility of new applicants, as well as identifying persons qualified for,
and interested in, becoming Board members and/or holding office.
3. There shall be an Awards Task Force as a
sub-group of the Membership Development Committee. The function of the
Task Force is to recognize the contributions of members at the annual
meeting.
C. Finance Committee:
1. The Finance Committee shall be comprised
of at least three (3) members of the Association in addition to the
Treasurer, appointed by the Board in odd years, for two year terms.
The Chair shall be appointed by the President and approved by the Board.
2. The Finance Committee shall assist
the Treasurer in developing an annual budget; review disbursements; make
recommendations to the Board with regard to expenditures; seek, develop, and
manage additional revenue; and develop appropriate recommendations to the
Board for long-term financing of the Association.
3. The Grants Task Force is a
subgroup of the Finance Committee. Its role is to seek and develop
avenues for additional revenue.
4. The Staffing Task Force is a subgroup of
the Finance Committee. Its role is to work with the Grants Task Force
to address the staffing needs of the Association and develop funding
mechanisms to achieve the required staffing.
D.
Bylaws Committee:
1. The Bylaws Committee shall be comprised
of at least three (3) members of the Association appointed by the Board in
even years, for two year terms. The President-elect shall Chair the
committee.
2. The committee shall review the Bylaws
every other year, or as necessary, and make recommendations to the Board;
and review petitions and challenges from the membership in regard to the
Bylaws.
E.
Legislative Committee:
1. The Legislative Committee shall be
comprised of at least three (3) members of the Association, appointed by the
Board in odd years, for two year terms. The Chair shall be appointed
by the President and approved by the Board. The Immediate
Past-President shall be a voting member of the committee.
2. The committee shall recommend a
legislative platform to the Board; and monitor and coordinate legislative
activities.
3. The Policy Day Task Force is a
subgroup of the committee. Its role is to plan the annual WRHA Policy
Day.
F.
Communications Committee
1. The Communications Committee shall
be comprised of at least three members of the Association appointed by the
Board. The Chair shall be appointed by the President and approved by
the Board.
2. The Communications Committee shall
be responsible for coordinating Association publications and electronic
media.
G.
Other Committees:
1. The President shall establish working or
ad hoc committees as needed to conduct the business of the Association.
2. The Board of Directors may authorize the
establishment of additional committees as appropriate to the interest of the
Association.
H. Representatives to other
Associations/Organizations:
1. Representatives will be responsible for
providing regular reports to the board.
a. National Rural Health
Association: The President of the Washington Rural Health
Association shall recommend to the Board of Directors two (2) members of
the Association in good standing to serve as representatives to the NRHA
State Association Council. The Board approved representatives
shall serve for three (3) years with staggered terms.
b. NorthWest Regional Rural Health
Conference Planning Committee: A Liaison will be appointed annually
by the Board.
c. State Office of Rural Health:
Two members will be appointed annually by the Board.
2. Other Representation: The
Board of Directors shall decide to which other organizations the Association
shall send representatives and prescribe the qualifications and terms for
each representative.
Section 11:
Parliamentary Authority
All meetings and business of the Association
will be conducted under the provisions of Roberts Rules of Order (revised),
except as superseded by these Bylaws.
ARTICLE V: INDEMNIFICATION
