SOUTHEASTERN ASSOCIATION OF ADVISORS FOR THE HEALTH PROFESSIONS BYLAWS
Article I. Meeting of the Executive Council:
- The annual meeting of the Executive Council for such business as may properly come before the meeting shall be held at such place and time of each year as may be determined by the Executive Council.
- Special meetings of the Executive Council may be called by the President or by a majority of the council members.
- Written notice, stating the place, day and hour of the annual meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called, shall be sent not less than five (5) days before the meeting at the direction of the President to each member of the Executive Council.
- The Secretary shall, within three months after the annual meeting, make a summary report on the state and activities of the association, copies of which shall be distributed to the officers and members of the Council and to the membership-at-large.
- Committee chairs may be invited to meetings of the Executive Council to present and discuss their reports.
- The Treasurer may reimburse the members of the Executive Council for their registration fees for participation in the annual meeting.
Article II. Finances and Dues:
- The Executive Council may authorize any officer or officers to enter into any contract or to execute and deliver any instrument in the name or in behalf of the Association, and such authority may be general or confined to specific instances.
- All checks, drafts, or other orders for the payment of money in the name of the Association shall be signed by such officer or officers, agent or agents, of the Association, and in such manner as shall from time to time be determined by resolution of the Executive Council.
- As funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks or other depositories as the Executive Council may select.
- The annual budget shall be subject to approval by the Executive Council.
- An audit of the Association books and accounts by a committee of two appointed by the President shall be completed and presented to the Executive Council at its annual meeting. When deemed appropriate the Executive Council may employ an independent professional auditing firm.
- Dues shall be payable on or before the first day of each fiscal year. Dues will be set by the Executive Council for SAAHP and will be collected by the NAAHP.
Article III. Membership and Voting Rights:
Eligibility for membership and voting rights shall be as follows:
- Institutional Memberships. A non-profit educational institution or organization making application for membership may be elected as an institutional member by a majority vote of the Executive Council.
- Representatives of schools holding institutional membership in SAAHP shall be entitled to vote.
- Institutional members shall have only one voting representative known here as a voting representative.
- It is permissible for each institutional member to have more than one member present at meetings, but they shall have only one voting representative.
- Individual members who represent schools without institutional membership are entitled to vote; however, only one member from each school may vote.
- Individual Memberships. Application for membership as an individual member shall be made through the NAAHP.
- Individual members shall have the privileges of the floor in all discussions, but shall not be entitled to vote, except as noted in Article III-1 of the Bylaws.
- Individual members who are appointed to committees, may vote on committee business.
- Individual members may be elected to the Executive Council.
Article IV. Fiscal Year:
The fiscal year for the Association shall be from July 1 through June 30.
Article V. Appointment and Discharge Committee:
The President of the Executive council shall have authority to appoint and discharge standing and ad hoc committees.
Article VI. Officers:
- No later than ninety (90) days prior to the annual meeting, the President shall appoint a Nominating Committee acceptable to the Executive Council of three members from the membership-at-large. The Nominating Committee shall submit the name of the President, one or more nominees for each of the offices of vice President, Treasurer, Secretary, and Historian at least one month before the annual meeting. The election shall be held by individual secret ballot at the annual meeting. The person elected Vice President shall be considered to be the President-Elect. Election of officers shall be by a simple majority vote of the institutional representatives voting.
- In the event of a vacancy in the office of President, the Vice President shall succeed to the office of President for the unexpired term. If a vacancy occurs in the office of vice President, Secretary, Treasure, or Historian, the Executive Council shall fill such vacancy for the unexpired term.
- The President shall be the principal executive officer of the Association and shall, in general, supervise and control all the business and affairs of the Association. The President shall preside at all meetings of the Executive Council, any deeds, mortgage, contracts, or other instruments which the signing and execution thereof shall be expressly delegated by the Executive Council to some other officers or agents of the association, or shall be required by law to be otherwise signed or executed. In general the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Executive Council from time to time.
- In the absence of the President, or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President. When so acting the Vice President shall have all the powers of and by subject to all the restrictions on the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President and by the Executive Council.
- The treasurer shall have charge and custody of and be responsible for all funds and securities of the Association and perform all duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the President and by the Executive Council.
- The secretary shall take the minutes of the meetings of the Executive Council and of the annual meetings, be custodian of the Corporate Seal and the records of the Association, and in general, perform all duties incident to the office of secretary and other duties as may be assigned to him or her by the President and by the Executive Council.
- The Historian shall serve as an archival resource to complement, but not duplicate, the duties of Secretary and in general, perform all duties incident to the office of Historian and other duties as may be assigned to him or her by the President and by the Executive Council.
- The President shall be the chief operating officer of the Association, and shall supervise or carry out policies and orders of the Executive Council. The President shall be authorized, within the budget of the Association, to employ such persons as he or she may deem necessary for the proper conduct of the affairs of the Association, and to determine the compensation to be paid therefor. The President shall make such reports, recommendations, and suggestions to the Executive Council as in his/her judgment will be for the benefit of the business of the Association.
- Two representatives shall be elected to serve as directors of NAAHP in accordance with NAAHP By-Laws:
- One representative shall be elected by the Executive Council from among the President, Vice President, and Immediate Past President.
- One representative shall be elected by the members of SAAHP.
- Each will serve a two-year term.
- The Executive Council is comprised of the President, Vice President, Immediate Past President, Secretary, Treasurer, Historian, and six Members-at-Large.
Article VII. Election of Executive Council Members-at-Large:
- The Nominating Committee shall submit to the SAAHP membership at its annual meeting each year one or more nominations for each vacancy of the office of Executive Council Member-at-Large. Additional nominations may be made from the floor. The secretary must certify whether the nominee is eligible for election to the office.
- Executive Council Members-at-Large shall be elected from the list of nominees by the institutional and individual members by ballot at the annual meeting. For this purpose a printed ballot containing all such nominees shall be made available to all voting members. Each member may vote for one person to fill each vacancy, and the nominees receiving the highest number of votes shall be certified to the membership by the Secretary as elected.
- An Executive Council Member-at-Large shall serve for a three year term and may not be re-elected for a consecutive term.
- A vacancy occurring in the office of Executive Council Member-at-Large shall be filled by the Executive Council until the next election.
- An Executive Council Member-at-Large who fails to attend two consecutive Executive Council Meetings of which he/she was mailed notice not less than two months in advance shall be considered to be resigned and may not be nominated for the position of Member-at-Large until the term for which he/she was elected has expired.
Article VIII. Policy Matters:
Amendments to the Bylaws may be made by majority vote of the voting members of the SAAHP present at the annual meeting.
Article X. General Prohibitions:
Notwithstanding any provision of the Constitution or Bylaws which might be susceptible to a contrary construction:
- The Association shall be organized exclusively for scientific, advisory, and educational purpose;
- The Association shall be operated exclusively for scientific, advisory, and educational purposes;
- No part of the net earnings of the Association shall or may under any circumstances inure to the benefit of any private shareholder or individual;
- No substantial part of the activities of the Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation;
- The Association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office;
- The Association shall not be organized or operated for profit;
- The Association shall not:
- Lend any part of its income or corpus, without the receipt of adequate security and reasonable rate of interest to;
- Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered to;
- Make any part of its services available on a preferential basis to;
- Make any purchase or securities or other property for more than adequate consideration in money or money's worth from;
- Sell any securities or other property for less than adequate consideration in money or money's worth to; or
- Engage in any other transactions which result in substantial diversions of its income or corpus to; any officer, member of the Executive Council, or substantial contributor to the Association.
The prohibitions contained in the Section (7) do not mean to imply that the Association may make such loans, payments, sales, or purchases to anyone else, unless such authority be given or implies by other provisions of the Constitution or Bylaws.
Article XI. Distribution on Dissolution:
Upon the dissolution of the corporation the Board of Directors shall after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation, in such manner, or to such organization or organizations organized and operated exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Section 501 © (3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors shall determine. Any of said assets not so disposed of shall be disposed by the Circuit Court of the County in which the principal office of the corporation is then located, exclusively for such purposes, or to an organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.