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ARTICLE
I
Name
Section
1. Name
The
name of the corporation shall be the Kentucky Rural Health
Association (KRHA), organized as a non-profit corporation
under the laws of the Commonwealth of Kentucky as filed
in the Office of the Secretary of State, herein after referred
to as the Association.
Section
2. Purpose
The
purpose of the Kentucky Rural Health Association shall be
to advocate for equitable distribution and access to improved
health status for rural Kentuckians.
Goals:
1 Equitable access to health care for all Kentuckians
2 Equitable distribution of health care resources throughout
the state
Strategic
Objectives:
• Empower grassroots constituency
• Effect governmental policy and legislation
• Educate the public
• Provide a forum for prioritizing needs and focusing
efforts
ARTICLE
II
Offices
The
principle office of the Association shall be located in
a Kentucky city designated by the Board of Directors.
The
Association shall have and continuously maintain in the
Commonwealth of Kentucky, a registered office, and a registered
agent whose office is identical with such registered office,
but need not be, identical with the principal office, and
the address of the registered office may be changed from
time to time by the Board of Directors.
ARTICLE
III
Members
Section
1. Eligibility
The
Association's diverse constituency shall be composed of
individuals, honorary members, community representatives,
corporations, students, and organizations interested in
supporting and providing leadership on rural health issues
through communication, education and advocacy.
Section
2. Definition of Membership Categories
A.
Individual Eligible individual not holding membership in
another category
(except Honorary).
B.
Organizations Organizations and Corporations which are approved
by the Board of and Corporations Directors have the authority
to identify four (4) members of their organization/corporation
as individual members and are encouraged to include members
of the outside community within this group.
C. Student Person who is enrolled as a full time college
or high school
student.
D. Consumer Community persons who are not involved, employed
or an owner in Representative the health care industry.
Section 3. Voting Rights
A.
Each individual, student and consumer member in good standing
shall be entitled to one vote on each matter submitted to
a vote of the membership.
B.
Each designated organizational and corporate member in good
standing shall be entitled to one vote on each matter submitted
to a vote of the membership.
Section
4. Privileges
Each
individual, student member and designated organizational
member, in good standing, may hold office, be eligible to
be elected as a member of the Board of Directors, and serve
on Association committees.
Section
5. Term
Membership
shall be effective upon receipt of dues and shall continue
through the end of the calendar year. Membership shall be
renewable annually, and dues paid after October 1st shall
continue the membership through the following calendar year.
Section
6. Dues
The
amount of membership dues shall be determined for all categories
of membership by the Board of Directors.
ARTICLE IV
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
Meetings of Members
Section
1. Annual Meeting - General Membership
An
annual meeting of the Association membership will be held
at a time and place to be determined by the board. The purpose
of such a meeting will be to confirm the election of the
Officers and Board of Directors and to conduct all such
business as may be necessary to support the mission and
goals of the Association.
Section
2. Special Meetings - General Membership
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 a written request signed by at least ten (10) percent
of the members of the Association.
Notice
of a special meeting, stating the purpose thereof, shall
be provided by the president to all members.
Section
3. Place of Meeting - General Membership
The
Board of Directors shall designate the location of all general
membership meetings.
Section
4. Quorum - General Membership Meetings
Those
members present at the annual meeting or a Special Meeting
of the Association shall constitute a quorum for the purpose
of conducting Association business.
ARTICLE
VI
Officers and Executive Committee
Section
1. Officers
The
officers shall be a president, president-elect, secretary/treasurer,
and immediate past president.
Section
2. Election and Terms of Office
A
president-elect, and secretary/treasurer shall be elected
annually by the members of the Association, from among the
membership. A candidate for the office of president-elect
must be a current member of the Board of Directors.
Section
3. Vacancies
A.
A vacancy in the office of president shall be filled automatically
through succession in the following order: president-elect,
secretary/treasurer.
B.
A vacancy in the office of president-elect shall be filled
by the Board in an interim position until the next annual
meeting where the president-elect will be voted by the general
membership.
C.
A vacancy in the office of the secretary/treasurer shall
be filled by the Board of Directors.
Section
4. President
The
president shall be a member of both the Executive Committee
and the Board of Directors.
The
president shall be the principal executive officer of the
Association and shall in general supervise all the business
and affairs of the Association and shall preside at all
meetings of the members and of the Board of Directors. The
president may execute, with the secretary/treasurer (or
any other individual of the Association authorized by the
Board of Directors), any deeds, mortgages, bonds, contracts,
or other instruments which the Board of Directors has authorized.
Section
5. President-Elect
The
president-elect shall be a member of both the Executive
Committee and the Board of Directors.
The
president-elect shall assist the president as presiding
officer and shall perform all duties incident to the office
of president-elect and other duties as may be prescribed
by the Board of Directors or president.
Section
6. Secretary/Treasurer
The
secretary/treasurer shall be a member of both the Executive
Committee and the Board of Directors.
The
secretary/treasurer shall be responsible for all funds and
securities of the Association; and assure that monies due
and payable to the Association from any source whatsoever,
are received, and receipted, and deposited in the name of
the Association in such banks, trust companies or other
depositories, and in general, perform all duties incident
to the office of secretary/treasurer and such other duties
as from time to time may be assigned by the president or
by the Board of Directors. The secretary/treasurer will
cause an annual, internal audit to be performed by the Finance
Committee and assure adequate copies to be presented to
the Board of Directors.
In
addition, the secretary/treasurer shall keep complete records
of all proceedings of the Association, Executive Committee,
and the Board of Directors; shall have custody of all records
except as otherwise provided for in the Management Manual
of the Association; shall notify all officers and committee
members of their election or appointment; and shall perform
all other duties as may be prescribed by the Board of Directors
or president.
The
secretary/treasurer shall not serve more than three (3)
consecutive one (1) year terms.
The
secretary/treasurer shall perform all duties incident to
the office of secretary/treasurer and other duties as may
be prescribed by the Board of Directors or president.
Section
7. Immediate Past President
The
immediate past president shall be a member of both the Executive
Committee and the Board of Directors. The immediate past
president shall be the chairperson of the nominating committee.
Section
8. Executive Committee
The
Executive Committee shall consist of the president, president-elect,
secretary/treasurer, immediate past president, and one (1)
board member elected by the Board of Directors, and the
director of the State Office of Rural Health shall serve
as ex-officio. They shall meet regularly and when requested
by any member of the Executive Committee.
The
purpose of the Executive Committee is to carry out the day
to day activities of the organization and to make decisions
which cannot be postponed until the regular meeting of the
Board of Directors. The decisions of the Executive Committee
are subject to affirmation by the Board of Directors.
ARTICLE
VII
Board of Directors
Section
1. Composition and Number
The
corporate powers of this Association shall be vested in
and exercised by or under the authority of a Board of Directors
which consists of the officers and the elected board members.
The Board of Directors shall have no fewer than thirteen
(13) nor more than seventeen (17) voting members.
There
shall be an initial Board of Directors to be confirmed at
the first annual meeting by those members in attendance.
This Board shall serve until the next annual meeting. Term
limits and membership categories shall not apply to the
members of the initial Board of Directors.
A
vacancy shall be filled by the president with the consent
of the Board of Directors for a term to last until the next
annual meeting of the general membership.
Section
2. Eligibility
In
order to be nominated for, or hold office on the Board of
Directors, an individual must be a member of the Association
as defined in Article III. No more than two (2) members
of the Board may be employees of the same organization regardless
of membership classification.
Section
3. Board Members' Term of Office
All
members of the Board of Directors shall serve two year terms
not to exceed two (2) consecutive terms, except for the
initial Board, the majority of whose members shall serve
for three (3) years and the balance two (2) years. Any board
member may succeed himself/herself but may not serve more
than two terms in succession, unless as necessary to fulfill
elected office.
The
board shall be composed from the following member categories:
one (1) student; three (3) individual; three (3) organization
or corporation; and three (3) consumer representatives;
with the remainder of the board members elected at large.
The
fulfillment of the remainder of the term of another board
member, shall not be included in the two term limit. Election
shall be by ballots, as with officers of the Association.
Election shall be determined by a plurality vote of the
returned ballots of qualified members.
Section
4. Board Members' Powers and Duties
Subject
to any limitation in the Articles of Incorporation and these
bylaws, and the laws of the Commonwealth of Kentucky, 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 affairs of
the Association in furtherance of its mission and purposes.
Board
members shall perform duties, including service on any committee
of the board, in good faith and in a manner which the board
member believes to be in the best interests of the Association.
BOARD
MEMBERS SHALL:
A. Cause to be kept a complete record of all minutes and
acts, and to present a full statement at the annual membership
meeting of the general membership, showing in detail the
condition and affairs of the Association.
B. Manage the affairs of the Association and make an annual
report of its activities to the membership at the annual
meeting.
C. Act as trustee for all property, real and personal, the
Association may acquire.
D. Approve and authorize all unusual or extraordinary expenditures
of Association funds.
E. Adopt the annual budget for the Association.
F. Adopt such rules as are necessary to conduct its affairs.
G. Establish committees and define their duties, except
as otherwise provided in these bylaws.
H. Approve the appointment of official representatives and
define their duties.
I. Authorize payment for clerical assistance required by
the officers in performance of official Association business.
No member of the Association, receiving salary from the
Association, may serve as a member of the board concurrent
with the term of employment.
J. Elect or remove any officer, agent, or employee of the
Association; prescribe such powers and duties for them as
may be consistent with the law of the Commonwealth of Kentucky,
the Articles of Incorporation and these bylaws; fix their
compensation, if any; and may provide a bond for faithful
performance.
K. Employ staff; fix their compensation; and define their
duties.
L.
Act on business not otherwise provided for by the Articles
of Incorporation and these bylaws.
M. Fill vacancies consistent with the intent of the bylaws.
N. In its discretion, honorary memberships may be granted
by the Board of Directors and shall have all rights and
privileges of membership, except voting and holding office,
with no dues. Members of the Kentucky Legislature may be
included in this category.
Section
5. Regular Meetings
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 members of the board and committee chairs or designee
are required to be notified of such meetings.
Section
6. Special Meetings
Special
meetings of the Board of Directors may be called by the
president or a majority of the members of the board. At
least five (5) days in advance, notice of the time and place
of such meetings shall be given to each board member and
committee chair personally, verbally, or by mail, or telecommunications.
A. Action Without Meeting. Any action required to be taken
at a meeting of the directors of the corporation or any
other action which may be taken at a meeting of directors,
may be taken without meeting if a consent in writing, setting
forth the action so taken, shall be signed by all of the
directors entitled to vote with respect to subject matter
thereof.
B. Attendance by Telecommunications. Board members may participate
in any meeting through the use of a teleconference, video
conference, or other means of
communication by which all persons participating in the
meeting can communicate with each other and such participation
in a meeting shall constitute presence in
person at the meeting.
Section
7. Vacancy/Removal from Board of Directors
Any
member of the Board of Directors who misses three (3) consecutive
meetings shall submit a written resignation to the president
of the board for action. If such resignation is not received
prior to the fourth consecutive absence, the board may declare
the position vacant.
Any
vacancy may be filled through appointment by the president
for the remainder of the term of the vacated position.
Section
8. Quorum
A
majority of the members of the Board of Directors shall
constitute a quorum.
The
act of a majority of the board members present at a meeting
at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required
by statute, these bylaws, or the Articles of Incorporation.
Section
9. 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 pursuant to the business of the Association.
ARTICLE
VIII
Representatives
Section
1. National Rural Health Association
The
president of the Kentucky Rural Health Association shall
recommend to the Board of Directors two (2) representatives
in good standing to serve on the National Rural Health Association's
State Association Council. The board-approved representatives
shall serve for two (2) years with staggered terms.
Section
2. Other Representatives
The
Board of Directors shall decide to which other organizations
the Association shall send representatives and prescribe
the qualifications for each representative.
Section
3. Appointments
The
president shall have the authority to appoint members in
good standing as the official representatives of the Association
to other organizations. The term of appointment shall run
concurrently with that of the president.
ARTICLE
IX
Committees
Section
1. Committee Structure
The
committee chairperson shall be responsible for overseeing
the activities of the committee and be responsible for:
A. Appointment of a vice chairperson.
B. Reporting to the president-elect regularly on the progress
of the committee.
C. Assuring that minutes are recorded.
D. Being prepared to report committee activities at regular
board meetings (in person or by written report.)
E. Briefly summarizing activities for the past year for
presentation at the annual meeting.
Section
2. Committees of the Association
The
following committees shall serve as standing committees
of the Association. The president shall appoint all committees
except the nominating committee.
The
president and president-elect shall serve as ex-officio
on all standing committees.
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NOMINATING COMMITTEE
The
nominating committee shall be elected annually by the Board
of Directors and be responsible for identifying persons
qualified to serve as officers of the Association.
There shall be a nominating committee comprised of five
(5) members with terms of one (1) year's duration. The Chair
of the nominating committee shall be the past president
of the Association. One member shall be from the following
categories: student, individual, community and organizational.
No member may serve consecutive terms.
The nominating committee shall be responsible for identifying
persons qualified for, and interested in, becoming board
members.
The chairperson of the nominating committee shall accept
additional nominations if such nomination is accompanied
by the written consent of the candidate, endorsed by ten
(10) members in good standing, and submitted in writing.
The chairperson of the nominating committee shall validate
the additional nominations and forward the names of these
candidates with a short biography to the secretary to be
included with the official ballot.
The nominating committee shall also be responsible for conducting
the election, counting ballots of the election and reporting
the results of the election at the annual meeting. A ballot
shall be mailed to elect officers and board of directors
of the Association thirty (30) days prior to the annual
conference. The ballot must be returned to the Association
ten (10) days prior to the conference.
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MEMBERSHIP COMMITTEE
The membership committee shall be responsible for marketing
the Association in the recruitment and retention of members.
•
ANNUAL CONFERENCE/AWARDS COMMITTEE
The chairperson (Article VI, Section 5) of the annual meeting
shall recommend the subcommittee chairpersons to the board.
The annual meeting chairperson and the subcommittee chairpersons
shall constitute the annual conference committee.
•
FINANCE COMMITTEE
To track all revenues and expenditures of the Association,
develop the budget, conduct an annual internal audit, and
report to the Association. The secretary/treasurer shall
serve as chair of this committee.
•
LEGISLATIVE COMMITTEE
The Kentucky Rural Health Association supports the legislation
of rural health interests. The Association seeks to establish
broad membership consensus on issues that affect access
to quality health care. To this end, the Association is
committed to creating legislation, providing education on
legislative issues, and to participating in coalitions to
advance the interests of the public's health.
The legislative interests of the Association are defined
as those interests that are brought forth through resolutions
passed by the general membership and goals established by
the Board of Directors. The legislative committee functions
in support of these broad commitments and interests.
The
president shall establish such working or ad hoc committees
as are needed to conduct the business of the Association.
Section
3. Term of Office
Each
member of a committee shall serve for the the term of the
president.
Section
4. Vacancies
Vacancies
in the membership of any committee may be filled by appointments
made in the same manner as provided in the case of the original
appointments.
Section
5. Quorum
Unless
otherwise provided in the resolution of the Board of Directors
designating a committee, a majority of the whole committee
shall constitute a quorum and the act of a majority of the
members present at a meeting, shall be the act of the committee.
Section
6. Rules
Each
committee shall adopt rules for its own governance not inconsistent
with these bylaws or with rules adopted by the Board of
Directors.
ARTICLE X
Contracts, Checks, Deposits and Funds
Section
1. Contracts
The
Board of Directors may authorize any officer or officers,
agent or agents of the Association to enter into any contract
and execute and deliver any instrument in the name 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
2. Checks and Drafts
Signatures
on all checks drawn on Kentucky Rural Health Association
accounts shall be that of the secretary/treasurer, or the
president, or other person authorized member of the Board
of Directors.
Section
3. Deposits
All
funds of the Association shall be handled in a manner consistent
with operational and investment policies set by the Board
of Directors.
Section
4. Revenue
The
Board of Directors may accept in the name of, and on behalf
of the Association, any contribution, gift, grant, 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. All
gifts will be accepted within boundaries of the appropriate
ethics as established by the Board of Directors.
Section
5. Bonding
All
officers and other persons 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 6. Loans
No
loans shall be made by the Association to its board members
or officers.
ARTICLE
XI
Books and Records
Section
1. Responsibility
The
secretary/treasurer shall 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 assuring
the accuracy of all records.
Section
2. Fiscal Year
The
fiscal year of the Association shall be January 1 through
December 31.
ARTICLE
XII
Indemnification and Limitation on Director's Liability
Section
1
Each
person who is or was a member, director, trustee, or officer
of the corporation, whether elected or appointed, and each
person who is or was serving at the request of the corporation
as a member, director, trustee, or officer of another corporation,
whether elected or appointed, including the heirs, executors,
administrators, or estate of any such person, shall be indemnified
by the corporation to the full amount against any liability,
and the reasonable cost of expense (including attorney fees,
monetary or other judgements, fines, excise taxes, or penalties
and amounts paid or to be paid in settlement) incurred by
such person in such person's capacity as a member, director,
trustee, officer, or employee or arising out of such person's
status as a member, director, trustee, officer, or employee;
provided, however, no such person shall be indemnified against
any such liability, cost, or expense incurred in connection
with any action, suit, or proceeding in which such person
shall have been adjudged liable on the basis that personal
benefit was improperly received by such person, or if such
indemnification would be prohibited by law. Such right of
indemnification shall be a contract right and shall include
the right to be paid by the corporation the reasonable expenses
incurred in defending any threatened or pending action,
suit, or proceeding in advance of its final disposition;
provided, however, that such advance payment of expenses
shall be made only after delivery to the corporation of
an undertaking by or on behalf of such person to repay all
amounts so advanced if it shall be determined that such
person is not entitled to such indemnification. Any repeal
or modification of this article shall not affect any rights
or obligations then existing. If any indemnification payment
required by this article is not paid by the corporation
within 90 days after a written claim has been received by
the corporation, the member, director, trustee, officer,
or employee may at any time thereafter bring suit against
the corporation to recover the unpaid amount and, if successful
in whole or in part, such person shall be entitled to be
paid also the expense of prosecuting such claim. The corporation
may maintain insurance, at its own expense under the Kentucky
Nonprofit Corporation Acts or under this article, but it
shall not be obligated to do so. The indemnification provided
by this article shall not be deemed exclusive of any other
rights which those seeking indemnification may have or hereafter
acquire under any bylaw, agreement, statute, vote of members
or board of directors, or otherwise. If this article or
any portion thereof shall be invalidated on any ground by
any court of competent jurisdiction, then the corporation
shall nevertheless indemnify each such person to the full
extend permitted by any applicable portion of this article
that shall not have been invalidated or by any other applicable
law.
Section 2
No
director shall be personally liable to the corporation for
monetary damages for breach of his duties as a director
except for liability:
a For any transaction in which the director's personal financial
interest is in conflict with the financial interests of
the corporation;
b For acts or omissions not in good faith or which involve
misconduct or are known to the director to be a violation
of law; or
c For any transaction from which the director derives an
improper personal benefit.
If
the Kentucky Revised Statutes are amended after approval
of this article to authorize corporate action further eliminating
or limiting the personal liability of directors, then the
liability of a director of the corporation shall be deemed
to be eliminated or limited by this provision to the fullest
extend then permitted by the Kentucky Revised Statutes,
as so amended. Any repeal or modification of this article
shall not adversely affect any right or protection of a
director of the corporation existing at the time of such
repeal or modification.
ARTICLE XIII
Dissolution
Section
1
In
the event of dissolution of the corporation, any of its
assets not required by law or by conditions imposed by the
donor to be otherwise applied or distributed shall be distributed
as the Executive Committee may direct to one or more organizations
organized and operated exclusively for the purposes described
in Sections 501 (c) (1), (c) (3), (c) (4), or (c) (6) of
the Internal Revenue Code of 1986 or their successors.
ARTICLE
XIV
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 there in, 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. Audio tapes of telephoned waivers shall
be deemed a valid waiver of notice thereof.
ARTICLE
XV
Amendments
Section
1
The membership of the
Association by affirmative vote of two-thirds (2/3) of the
members present, may alter, amend, or revoke the 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.
KNOW
ALL PERSONS BY THESE PRESENT, that the foregoing bylaws
were adopted as the bylaws of the Association by resolution
of the Board of Directors, and ratified by the membership
of the Association at its annual meeting in 1999.
Amendment passed on July 14, 2004 to:
Article
XI-Books and Records, Section 2. Fiscal Year
This
section shall be changed from:
The fiscal
year of the Association shall be January 1 through December
31.
to:
The fiscal
year of the Association shall be July 1 through June 30.
Amendment passed on
July 14, 2004 to:
Article
III-Members, Section 5. Term
This
section shall be changed from:
Membership
shall be effective upon receipt of dues and shall continue
through the end of the calendar year. Membership shall be
renewable annually, and dues paid after October 1st shall
continue the membership through the following calendar year.
to:
Membership
shall be effective upon receipt of dues and shall continue
through the end of the fiscal year. Membership shall be
renewable annually.
Rationale
for Amendments passed on July 14, 2004:
Currently
KRHA’s membership year and the fiscal year do not correspond
with the terms of office for our Association’s officers.
This inconsistency impedes effective budgeting and financial
management and complicates the reporting responsibilities of
the Association’s Secretary/Treasurer.
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