BY-LAWS
OF THE SOUTHERN ASSOCIATION OF HEALTH PROFESSIONS DEANS
AT ACADEMIC HEALTH CENTERS (SAHPD/AHC)
Date of Last Revision: April 1, 2022
ARTICLE I
NAME AND PURPOSE
1.1 The name of the CORPORATION is SOUTHERN ASSOCIATION OF HEALTH PROFESSIONS DEANS AT ACADEMIC HEALTH CENTERS which may be referred to in abbreviated form as the SAHPD/AHC and hereinafter designated as the ASSOCIATION.
1.2 The purpose of the ASSOCIATION is to provide a forum whereby members can come together to discuss matters of mutual interest and take such collective action in the name of the ASSOCIATION as they deem in their interests.
1.3 The ASSOCIATION shall carry out its activities in such a manner as to be benevolent, educational, scientific, and without monetary profit to its organizers or members.
ARTICLE II
MEMBERSHIP
2.1 FULL MEMBERSHIP in the ASSOCIATION shall be offered to each chief allied health executive officer at an academic health center in a state served by the Southern Regional Education Board, Missouri, and Puerto Rico. An academic health center is an institution of higher education that has an allopathic or osteopathic medical school and an allied health or health professions unit (e.g., school, department, or division], and owns or is affiliated with at least one teaching hospital or health system.
The chief allied health executive officer nominee will be contacted by the ASSOCIATION chair to affirm interest in membership in the ASSOCIATION. If membership is desired, membership in the ASSOCIATION will be confirmed by simple majority vote of ASSOCIATION members.
EMERITUS MEMBERSHIP may be conferred upon retired individuals who have been members of the ASSOCIATION. Criteria for emeritus membership include but are not limited to:
active membership for at least three years and
significant contributions to the ASSOCIATION.
All nominations must be reviewed by the Executive Committee. Nominations for emeritus membership will be referred to and recommended to the Full Membership by the Executive Committee. Such membership may be conferred by a two-thirds majority vote of the members present and voting at any meeting of the ASSOCIATION where a quorum is in attendance or by electronic ballot. An emeritus member shall have the rights and privileges of membership except the right to vote or hold office.
ARTICLE III
OFFICERS
3.1 The officers of the ASSOCIATION shall be a Chair, a Secretary, and a Treasurer.
3.2 The Chair is the principal administrative officer of the ASSOCIATION. The Chair presides over all meetings and coordinates all activities which come under the auspices of the ASSOCIATION. The term of office of the Chair shall be two years.
3.3 The Secretary is responsible for maintaining the official records of the ASSOCIATION. The Secretary shall cause to be made an accurate record of the proceedings of all meetings of the ASSOCIATION. The term of office for the Secretary shall be three years.
3.4 The Treasurer is responsible for the proper accounting of all monies and properties of the ASSOCIATION. The Treasurer shall submit an annual report to the Board of Directors which will detail the fiscal affairs of the ASSOCIATION. The term of office for the Treasurer shall be three years.
3.5 In the event of the resignation or incapacitation of the Chair, the duties of the Chair shall first be assigned to the Secretary and next to the Treasurer until such time as an election may be held.
ARTICLE IV
BOARD OF DIRECTORS
4.1 The Board of Directors of the ASSOCIATION shall be the officers plus two at large members who shall be elected to serve two-year terms. One at large member shall be elected every year.
ARTICLE V
ELECTIONS AND VOTING
5.1 The Chair shall appoint a nominating committee as needed from the membership in good standing. At least two members shall be appointed to each committee.
5.2 All elections required in these by-laws shall be held at the first meeting of the ASSOCIATION after the beginning of the calendar year or by electronic ballot.
5.3 In the event a meeting is not held, actions of the membership requiring voting may be conducted by electronic vote according to the following procedure. A motion may be made by any member. When seconded by another member, there will be up to a two-week period allowing electronic discussion by ASSOCIATION members. During this discussion period, objection to electronic consideration of any motion by any member shall refer the proposal to the agenda for the next face-to-face business meeting of the ASSOCIATION. With no objections to electronic consideration, a call to vote may be issued by any member following a period deemed appropriate for adequate discussion, or up to the two-week discussion period after the approved motion is made. The Chair will collect the electronic vote. A simple majority of all ASSOCIATION members who participated in the electronic vote, upon achieving a quorum, is required for passage of a motion.
5.4 Each full member of the ASSOCIATION in good standing shall be entitled to cast one vote for elections, motions and/or resolutions.
ARTICLE VI
MEETINGS/QUORUM
6.1 Meetings of the ASSOCIATION shall be called by the Chair in consultation with the membership. The Chair shall prepare an agenda for each meeting of the ASSOCIATION.
6.2 A meeting of the ASSOCIATION shall be considered to be a meeting of the Board of Directors.
6.3 A quorum shall be the attendance of one-half of the full members. Action may be taken in the name of the ASSOCIATION by a majority vote at any meeting when a quorum is present.
ARTICLE VII
AMENDMENTS
7.1 These by-laws may be amended by a majority vote at any meeting of the ASSOCIATION where a quorum is present and voting or, in the event a meeting is not held, by electronic vote.
FINANCIAL GUIDELINES
Financial expenditures will be generally authorized by the Association members during scheduled meetings. Such authorization will appear in the written meeting minutes. When financial expenditures must be made between meetings, the Association Chair is authorized to approve such expenditures.
No financial authorization can exceed existing resources.
The Association Chair will initiate all expenditures, presenting the rationale and amount of expenditures in written form during scheduled Association meetings.
Expenditures up to $500 can be approved by the Association Chair as described above.
Expenditures in excess of $500 to one payee must be approved by Association members during scheduled meetings as described above or by the Board of Directors between meetings.
After approval has been provided, all checks not exceeding $750 will be signed by the Treasurer. Those exceeding $750 will be signed by both the Association Chair and the Treasurer, except in the case of checks written to reimburse host institutions for expenses incurred in sponsoring Association meetings; in this case only one signature is required for amounts up to $3,500. Co-signatures will be registered by the bank in which Association funds are deposited with instructions to the bank regarding need for co-signatures.
During each term of office held, the Association Chair, the Treasurer, and one other member of the Board of Directors shall be authorized to sign bank cards so that fiscal administration of the Association can be facilitated. Each succeeding Chair should have knowledge of the financial institution in which Association funds are kept, including the account number, and the Treasurer should periodically transmit those bank account records to the Chair for review. Furthermore, the Association authorizes the Treasurer to place funds in the highest paying interest bearing account(s).
Checks will be serially numbered, beginning with January 1 of the calendar year. Thirty days before each scheduled meeting of the Association, the Treasurer will forward a listing of expenditures and income (indicated by written checks) to the Chair.
All travel-related expenditures will be reimbursed (tourist class travel, lodging, subsistence, etc.) only for the location and time commensurate with conducting approved Association business. Expenditure reports will be forwarded to the Association Treasurer on the forms utilized by the traveler's employing institution. Expenditure requests will be supported by original receipts.
Association members will receive a cumulative current listing of expenditures and income (indicated by written checks) at the beginning of each meeting.