 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
 |
|
||||||||||||||||||
 |
 |
 |
|
||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
|
||||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
 |
 |
|
|||||||||||||||||
 |
|
||||||||||||||||||
Kauai Rural Health Association
Article
I: Name
Article II: Office
Article III: Purposes
Article IV: Membership
Article V: Directors
Article VI: Officers
Article VII: Robert's Rules of Order
Article VIII: Exxecution of Instruments
Article IX: Fiscal Year
Article X: Corporate Seal
Article XI: Amendments
Article XII: Nonprofit
Article XIII: Dissolution
BYLAWS OF
KAUAI RURAL HEALTH ASSOCIATION
This organization shall be known as Kauai Rural Health Association.
The location of the principal office of this organization shall be in Lihue, Kauai, State of Hawaii. It may have other or branch offices in such places within the State of Hawaii or elsewhere as may be requisite or necessary for transacting the affairs or in furthering the purposes of the organization.
This organization is organized exclusively for educational and professional networking. The objectives of the organization are:
- To facilitate a continually improving health network responsive to the needs of Kauai and Ni’ihau.
- To promote access to comprehensive health care for all people on Kauai and Ni’ihau.
- To provide a professional forum for exchange of information and ideas.
- To establish and maintain a community wide network of health care agencies, organizations and consumers.
- To provide consultation in the areas of health planning, program development, continuous quality improvement and specific health care disciplines.
- To advise federal, state and county agencies regarding allocation of health care resources.
1. Qualifications – Any organization or individual whose focus is in the field may apply for membership in the Rural Health Association of Kauai.
2. Admission – Eligible persons meeting the qualifications may apply to become members by registering with the organization. The Board of Directors will establish rules and regulations for membership not inconsistent with these bylaws.
3. Dues and Fees – The Board of Directors may establish dues and fees in accordance with the wishes of the membership and these bylaws.
4. Meetings
A. Annual – Annual meetings will be called by the Board of Directors. The purpose of the annual meeting is to review and to take actions on annual reports, election of officers, and to conduct other business as needed.
B. Special – Special meetings may be called by the Board of Directors from time to time as required.
C. Notices – Notices of annual meetings shall be given to members at least thirty (30) days in advance of the annual meeting. Notices of special meetings shall be given to members at least fifteen (15) days in advance of the special meeting.
D. Quorum – The quorum at the annual meeting and at special meetings shall be the membership present at the meeting.
E. Voting Rights – Members shall have one (1) vote per membership. Voting by proxy shall be permitted.
1. Power and Size
A. Powers – The Board of Directors shall conduct the business of the organization and shall accede to the wishes of the membership as determined at the annual meetings and special meetings.
B. Size – The Board of Directors shall consist of no less than three (3) members and no more than twelve (12) members.
2. Election – Directors shall be elected by the membership at the annual meeting for terms of two years.
3. Resignation, Removal and Vacancies
A. Resignation – A Director may resign from office providing notice is given to the Secretary.
B. Removal – A Director may be removed from office by the membership at the annual meeting or at a special meeting by a vote of two-thirds (2/3) of the membership. The cause and decision for removal shall be determined by an unanimous vote of the Board of Directors at a duly called Director’s meeting. The director in question may not vote on the question.
C. Vacancies – The Board of Directors shall fill vacancies on the Board. Appointed Board members shall serve out the terms of those they have replaced.
4. Quorum – A quorum of the Board of Directors shall consist of a majority of the Board members.
5. Committees – The Board of Directors may from time to time for committees as it deems necessary.
1. Officers – There shall be four (4) elected officers President, Vice President, Treasurer, and Secretary.
2. Qualification – Officers shall be members of the organization and judged by the membership as being fit to serve.
3. Election – Officers shall be elected at the annual meeting and may serve a maximum of two (2) consecutive terms of office. The term of office shall be for one (1) year.
4. Resignation, Removal and Vacancies
A. Resignation – An officer may resign from office providing the majority of the Board of Directors accepts the resignation.
B. Removal – An officer may be removed from office by an unanimous vote of the Board of directors. The officer in question may not vote on the question.
C. Vacancies – The President shall appoint a new officer in the event of a vacancy occurring. If a vacancy occurs in the office of President, the Vice President shall serve as President for the remainder of the term.
5. Duties – The duties of the officers shall be those normally assigned to the particular office and shall include others that are prescribed by the membership.
A. President – The President shall be the principal officer of the organization. In general, the President shall oversee the business and affairs of the organization. The President shall be an ex-officio member of all committees and shall preside over all business meetings of the members and the Board of Directors. The President shall sign all contracts and other instruments authorized to be executed, unless the signing and the execution are expressly delegated by these bylaws or by the Board of Directors, or are required by law to be preformed by some other officer or agent of the organization. The President shall perform such other duties as are incident to the office or required by the Board of Directors.
B. Vice President – The Vice President shall assist the President and shall be an ex-officio member of all committees. In the absence of the President, the Vice President shall assume the powers and duties of the President. In case of vacancy in the office of President, the Vice President shall automatically become President and serve the unexpired term of the predecessor in office.C. Secretary – The secretary shall (1) keep the minutes of meeting of the members and the Board of Directors, (2) see that all notices of meetings of members and the Board of Directors are given as required by law and by these bylaws, (2) ensure the proper maintenance of the organization’s records, (4) keep a membership roll containing the names of all members of the organization, (5) sign with the President, all contracts and other instruments authorized to be executed, unless the signing and execution are expressly delegated by these bylaws or by the Board of Directors, or are required by law to be performed by some other officer or agent or the organization. The Secretary shall perform such other duties as are incident to the office or required by the President.
D. Treasurer - The treasurer shall (1) have charge and custody of and be responsible for all funds and securities of the organization (2) ensure the proper keeping and maintenance of the organization’s books of accounts, (3) assure that all monies and funds of the organization are deposited to the credit of the organization in such banks or other depositories as shall be designated by the Board of Directors, (4) make certain that all payments and disbursements of the organization’s funds are for organizational purposes and as directed by the membership or the Board of Directors, (5) see that all expenditures are duly authorized and are evidenced by proper receipts and vouchers, (6) receive all monies and funds paid to the organization, (7) make to members at the close of the fiscal year and such other times as directed by the Board of Directors such reports and financial statements regarding the finances of the organization, and (8) in general perform all such other duties as are incident to the office of Treasurer and as may be assigned by the President. The organization’s books and accounts shall be open at all times for inspection by any member of the organization and shall be audited from time to time as required by law or as directed by the Board of Directors or the membership.
6. Subordinate Officers – The Board of Directors may from time to time employ such subordinate officers and employees as the affairs of the organization may require at such salaries and on such terms and conditions as the Board of Directors may determine.
Roberts’ Rules of Order, newly revised, shall govern the proceedings of all meetings of the organization and its constituent parts, except as otherwise provided in these bylaws.
VIII. EXECUTION OF INSTRUMENTS
All checks, drafts or other orders of payment of money, notes or other evidences of indebtedness issued in the name of the organization shall be signed by the President and the Treasurer. The Board of Directors may expressly delegate the authority to sign such instruments and other organizational documents to some other officer or agent or agents of the organization. The delegation of authority to sign may be general or confined to specific instances.
The fiscal year of the organization shall be from January 1 to December 31. Project years may vary depending upon the respective funding sources.
The president shall be the keeper of the organizational seal and shall use it on all official document of the organization.
Amendments to these bylaws shall be submitted by members to the Board of Directors. Amendments shall be in writing and must be submitted fourteen (14) days prior to an annual membership meeting or a special meeting called for that purpose. All amendments shall require a two-thirds (2/3) vote of the members present at a membership meeting.
The organization is not organized for profit and it shall not issue any stock, and no part of its assets, income, or earnings shall inure to the benefit of or be distributed to any of its members, directors, or officers, except that the organization may pay reasonable compensation for services actually rendered to the organization or its program and/or projects. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the organization shall not carry on any other activities not permitted to be carried on by an organization exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United State Internal Revenue Law, or by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law.
When the organization ceases to fulfill its stated purposes, the Board of Directors may declare the dissolution of the organization at a membership meeting. The members present at such a meeting shall vote on the matter. A three-fourths (3/4) vote shall be required to dissolve the organization.
Six (6) months after the vote of dissolution and the payment of all known obligations, the Board of Directors shall donate remaining funds and other assets to other non-profit organizations tax-exempt under section 501(c)(3) of the Internal Revenue Code.