INDEX
ARTICLE I NAME
ARTICLE II BOUNDARIES
ARTICLE III OBJECT
ARTICLE IV MEMBERSHIP
ARTICLE V OFFICERS AND DIRECTORS
ARTICLE VI BOARD OF DIRECTORS
ARTICLE VII NOMINATIONS AND ELECTIONS
ARTICLE VIII ANNUAL BUSINESS MEETING
ARTICLE IX NSRC DELEGATE TO THE AARC HOUSE OF DELEGATES
ARTICLE X COMMITTEES
ARTICLE XI DUTIES OF COMMITTEE
ARTICLE XII NSRC MEDICAL DIRECTOR
ARTICLE XIII FISCAL YEAR
ARTICLE XIV DUES
ARTICLE XV ETHICS
ARTICLE XVI PARLIAMENTARY PROCEDURE
ARTICLE XVII AMENDMENTS
ARTICLE I - NAME
This organization shall be know as the Nebraska Society for Respiratory Care, hereinafter referred to as the NSRC, which in incorporated under the laws of the State of Nebraska. The NSRC is a chartered affiliate of the American Association for Respiratory Care, hereinafter referred to as the AARC, which is incorporated under the General Not For Profit Corporation Act of the State of Illinois.
The area included within the boundaries of the NSRC shall be the same boundaries as the State of Nebraska.
SECTION 1. PURPOSE.
a. To encourage and develop on a state wide basis educational programs for those persons interested in the field of respiratory care.
b. To advance the science, technology, ethics and art of respiratory care through institutes, meetings, lectures, educational opportunities and the preparation and distribution of a newsletter and other materials.
c. To facilitate cooperation between respiratory care personnel and the medical profession, hospitals, service companies, industry, and other agencies within the state interested in respiratory care, except that the NSRC shall not commit any act which shall constitute unauthorized practice of medicine under the laws of the State of Nebraska, or laws of the State of Illinois in which the parent Association is incorporated.
SECTION 2. INTENT
a. No part of the net earnings of the NSRC shall inure to the benefit of any private member or individual, nor shall the corporation perform particular services for individual members thereof.
b. Distribution of funds, income, property of the NSRC may be made to charitable, educational or scientific organization, community chests, foundations, or other kindred institutions maintained and created for one (1) or more of the foregoing purposes if at the time of taxation, and if gifts of transfers to the payees or distributees are exempted from income taxation, and if gifts or transfers to the payees or distributees are then exempt from taxation under the provisions of section 501.2055 and 2522 of the Internal Revenue Code, or any later or other sections of the Internal Revenue Code which amend or supersede the said sections.
c. In the event of the dissolution of this Association, whether voluntary or involuntary, all of its remaining assets shall be distributed in such manner as the Board of Directors of this association shall by majority vote determine to be best calculated to carry out the objectives and purposes for which the Association is formed. The distribution of the funds, income, and property of this Association upon dissolution may be made available to any similar charitable, educational, scientific, or religious corporations, organizations, community chests, foundations, or other kindred institutions maintained and created for one or more of the foregoing purposes, if at the time of distribution the payee or distributees are then exempt from income taxation, and if gifts or transfers to the payee or distributees are then exempt from taxation, and if gifts or transfers to the payee or distributees are then exempt from taxation under the provisions of Sections 501,2055, and 2522 of the Internal revenue Code or changes which amend or supersede the said sections.
d. The Association shall not commit any act which shall constitute the unauthorized practice of medicine under the laws of the State of Illinois or any other state.
SECTION 1. CLASSES
The membership of the NSRC shall include three (3) classes: Active member, Associate, and Special Member.
SECTION 2. ELIGIBILITY
An individual is a member of the NSRC if he/she is a member of the AARC as specified in Article III of the AARC Bylaws.
SECTION 3. CLASSIFICATIONS
The classifications and limitations of membership shall include those defined in article III, sections 1 through 3, of the AARC Bylaws.
SECTION 4. APPLICATION FOR MEMBERSHIP
Application for membership in the NSRC shall follow the procedure specified in Article III, Section 6, of the AARC Bylaws.
SECTION 5. ANNUAL REGISTRATION
Each NSRC member must annually reassess their qualifications for membership as defined in Article III, Section 5, of the AARC Bylaws.
SECTION 1. OFFICERS
The officers of the NSRC shall be: President, President-elect (who automatically ascends to president after one (1) year), Immediate Past-president, Vice-president, Secretary and Treasurer.
SECTION 2. DIRECTORS
There shall be three(3) directors. One (1) director shall be elected each year and the others as necessary in order to fill existing vacancies. One (1) director will be elected from the Lincoln area; one (1) director will be elected from the Omaha area; one (1) director will be elected at- large which is defined as nay area outside Lincoln or Omaha.
SECTION 3 TERM OF OFFICE
a. The term of office for immediate Past-president, President, President-elect, and Vice- president shall be for one (1) year. The term of office shall begin immediately following the annual business meeting. The immediate Past-president, President, and President-elect shall not serve more than one (1) consecutive term in the same office. The Vice-president shall not serve more than three (3) consecutive terms in the same office.
b. The office of Treasurer and Secretary shall be two (2) year terms and shall be elected alternatively, with the Treasurer elected in even numbered years, while the Secretary is elected in odd numbered years. The Secretary shall assume office after the annual business meeting of the even numbered year, whereas the Treasurer shall assume office after the annual business of the odd numbered year. The secretary and Treasurer shall not serve more than two (2) consecutive terms in the same office.
c. The term of office for Directors shall begin immediately following the annual business meeting and shall be at least a three (3) year nonrecurring term of office.
SECTION 4. VACANCIES OF OFFICERS AND DIRECTORS
a. In the event of a vacancy in the office of President, the President-elect shall become the acting President to serve the unexpired term and shall serve his/her own successive term. as President.
b. In the event of a vacancy in the office of President-elect, the Vice-president shall assume the duties, but not the office, of President-elect as well as his/her own duties until the next meeting of the Board of Directors, at which time the Board of Directors shall elect a qualified member to fill the vacancy.
c . Any vacancies that occurs on Board of Directors, with the exception of the President and immediate Past-president, shall be filled by qualified members elected by the Board of Directors. Individual so elected shall serve until the next annual election.
d. In the event of a vacancy the office of Immediate Past-President, that office shall remain vacant.
SECTION 5. DUTIES OF OFFICERS
a. President
The President shall be the chief executive officer of the NSRC. The President shall preside at the annual business meeting and all meetings of the Board of directors; prepares an agenda for the annual business meeting in accordance with Article VIII of these Bylaws; prepares an agenda for each meeting of the Board of Directors and submits it to the members of the Board of Directors not fewer than ten (10) days prior to such a meeting; appoints standing and special committees subject to the approval of the Board of Directors; is an ex-officio member of all committees except the election and nominations committees; and presents to the Board of Directors and membership and annual report of NSRC activities.
b. President-elect
The President-elect shall serve until the next annual business meeting and then accede to the office of President. He/she shall become acting President and shall assume the duties of the President in the event of the President's absence, resignation, or disability; shall perform such other duties as shall be assigned by the President or Board of directors. The President-elect may not serve as member of the election and nominations committee.
c. Vice-president
The Vice-President shall assume the duties but not the office of the President-elect in the event of the President--elect's absence, resignation, or disability; and will also carry out the duties of the office of the Vice-president. He/she shall assume the responsibility of the program and education committee.
d. Treasurer
The Treasurer shall have charge of all funds and securities of the NSRC; endorsing checks, notes or other orders for the payment of bills; disbursing funds as authorized by the Board of Directors and by the Board of Director or in accordance with the adopted budget; depositing funds as the Board of Directors may designate. The Treasurer shall see that full accurate accounts are kept, submit monthly trail balances at each meeting of the Board of Directors and a complete written yearly report at the annual meeting of the Board of Directors.
e. Secretary
The Secretary shall have charge of keeping the minutes of the Board of Directors regular meetings, and the annual business meeting, submitting a copy of the minutes of every meeting of the governing body and other business of the NSRC to the Executive Office of the AARC within ten (10) days following the meeting; executing the general correspondence; and in general, performing all duties as from time to time shall be assigned by the president or the Board of directors.
f. Immediate Past-President
The immediate Past-president shall serve as an ex-official member of the program and education committee; and shall also serve other duties as assigned by the President of Board of Directors.
SECTION 1. COMPOSITION AND POWERS
a. The executive government of the NSRC shall be vested in a board of ten (10) active members consisting of President, President-elect, immediate Past-president, vice-president, Secretary, Treasurer, three (3) directors, and Delegate (or Alternate Delegate in absentia).
b. The President shall be chairman and presiding officer of the Board of Directors and the executive committee. The President shall invite such individuals to the meetings of the Board as necessary, with the privilege of voice but no vote.
c. The Board of Directors shall have the power to declare an office vacant by two-thirds (2/3) vote, upon refusal or neglect of any of the Board to perform the duties of the office, or for any conduct deemed prejudicial to the NSRC. written notice shall be given to the member that the office has been declared vacant.
SECTION 2 DUTIES
a. Supervise all business and activities of the NSRC within the limitation of these Bylaws.
b. Adopt and rescind stand rules of the NSRC.
c. determine remuneration, stipends, and other related matters, after consideration of the budget.
SECTION 3. MEETINGS
a. The Board of Directors shall meet immediately preceding and immediately following the annual business meeting of the NSRC and shall not hold fewer than two (2) regular meetings during the calendar year.
b. Special meeting of the Board of Directors shall be called by the President at such time as the business of the NSRC shall require, or upon written request of five (5) members of the Board of Directors filed with the President and the Secretary of the NSRC.
c. Five (5) Board members shall constitute a quorum at any Board of directors meeting.
SECTION 4 MAIL VOTE
Whenever, in the judgment of the Board of directors, it is necessary to present any business to the membership prior to the next regular of annual business meeting, the Board of Directors may, unless otherwise required by these Bylaws, instruct the election committee to conduct a vote of the membership by conventional or electronic methods. The question thus presented shall be determined according to a majority of valid votes received by mail within thirty (30) days after the date of submission, except in the case of a constitutional amendment of change in the Bylaws when a two-thirds (2/3) majority of the valid votes received is required. Any and all action approved by the members in accordance with the requirements of this article shall be binding upon each member thereof. Any amendments(s) to the Bylaws of the NSRC shall be presented to the membership at least sixty (60) days prior to a mail vote, as provided in Article XVII of these Bylaws concerning amendments.
SECTION 5. EXECUTIVE COMMITTEE
The executive committee of the Board of Directors shall consist of President, President-elect, Vice-president, immediate Past-president, Secretary, and Treasurer. They shall have the power to act for the Board of Directors between meeting of the board of Directors and such action shall be subject to ratification by the Board of Directors at its next meeting. The executive committee shall also function as the budget and audit committee.
SECTION 1. NOMINATION COMMITTEE
The Board of directors shall elect a nominations committee each year at least one hundred and twenty (120) days prior to the annual business meeting to prepare and present a slate of nominees for the following year. The chairman shall report the slate of nominees to the Board of Directors forty-five (45) days prior to the annual business meeting to prepare and present a slate of nominees for the following year.
SECTION 3. BALLOT
a. The official ballot and brief biographical sketches (if available) shall be mailed to all eligible voting members of the NSRC at least thirty (30) days prior to the annual business meeting.
b. If the NSRC Board of Directors specifies that the vote shall be by mail, the list of nominees shall be mail, the list of nominees shall be so designed as to be a secret mail ballot with provisions for write-in votes for each office. Ballots, to be acceptable, must be postmarked at least five (5) days before the annual meeting. the deadline date shall be clearly indicated on the ballot.
c. If the vote is to be conducted at the annual business meeting, the time, date, and place shall be clearly indicated on the ballot. Provisions shall be made for absentee ballots which allow all eligible members the opportunity to vote.
SECTION 4. ELECTION COMMITTEE
The Board of Directors shall appoint an impartial election committee which shall prepare, distribute, receive and verify each ballot, and tally the votes. The results of the election shall be announced at the annual business meeting.
SECTION 1. DATE AND PLACE
a. The NSRC shall hold an annual business meeting in each calendar year, additional business meetings may be held as required to fulfill the objectives of the NSRC.
b. The date and place of the annual business meeting and additional meetings shall be decided in advance by the Board of directors. In the event of a major emergency, the Board of directors shall cancel the scheduled meeting, set a new date and place, if feasible, or conduct the business of the meeting by mail provided the material is sent in the same words to the voting members.
SECTION 2. PURPOSE
a. The annual business meeting shall be for the purpose of receiving reports of officers and committees, the results of the election, and for other business brought by the President.
b. additional business meetings shall be for the purpose of receiving reports and for other business brought by the President.
c. Education opportunities to and for the membership shall be delivered.
SECTION 3 NOTIFICATION
Written notice of the time and place and agenda of the annual business meeting shall be sent to all members of the NSRC not fewer than thirty (30) days prior to the meeting.
SECTION 1. ELECTION
The Delegate/Alternate Delegate of the NSRC to the House of Delegates of the AARC shall be elected as specified in Article VII of the AARC Bylaws.
SECTION 2. DUTIES
The duties of the Delegate/Alternate Delegate shall be as specified in Article VII of the Bylaws of the AARC. He/she shall also serve other duties as assigned by the NSRC President of Board of directors.
SECTION 3. BOARD MEMBER (EX-OFFICIO)
The Delegate shall be a voting member of the NSRC board of directors. The Alternate Delegate shall serve as Delegate in absentia.
SECTION 4. MULTIPLE OFFICERS
Delegates may not hold concurrent elected offices.
SECTION 5. TERM OF OFFICE
a. Term of office for the Delegate shall begin after installation at the annual business meeting of the even numbered year.
b. The length of term for the Delegate shall be two (2) years, with the alternate Delegate to accede to the position of Delegate at the end of the Delegate's two (2) year term.
SECTION 1. STANDING COMMITTEES
The chairmen of the following standing committees shall be appointed by the President, subject to the approval of the Board of directors, to serve for a term of one (1) year. the standing committees shall be: Membership, Budget and Audit, Election, Judicial, Nominating, Program and Education, Bylaws, Publications, Public Relations and Chartered Affiliate.
SECTION 2. SPECIAL COMMITTEES AND OTHER APPOINTMENTS
a. The chairman of each committee shall provide a list of prospective committee members to the President. When possible the chairman of the previous year shall serve as a member of the new committee.
b. All committee reports shall be made in writing and submitted to the President and Secretary of NSRC at each Board of Directors meeting at which time it is to be read.
c. Non-members or physician members may be appointed as consultants to the committees. The President shall request recommendation for such appointments from the Medical Advisor.
d. The chairman of each committee is responsible for submitting a budget, revenue and expense, for the fiscal year following. Such budget shall be due not later that sixty (60) days before the annual business meeting. In addition, the new chairman of each committee shall review their budget and submit changes to the President no later than thirty (30) days following the annual business meeting.
SECTION 1 MEMBERSHIP
a. This committee shall consist of at least three (3) members, one (1) of whom shall be the NSRC Delegate or Alternate Delegate and one (1) member of the Board of Directors, and other as appointed.
b. The committee shall review and evaluate membership services and benefits.
SECTION 2 BUDGET AND AUDIT COMMITTEE
a. The committee shall consist of at least three (3) members who shall serve for one (1) year.
b. This committee shall prepare, receive, verify, and count ballots for all elections held during the calendar year.
SECTION 3. ELECTION COMMITTEE
a. The committee shall consist of at least three (3) members who shall serve for one (1) year.
b. This committee shall prepare, receive, verify, and count ballots for all elections held during the calendar year.
SECTION 4 JUDICIAL COMMITTEE
a. This committee shall consist of the President, President-elect, and immediate past-President.
b. The committee shall review formal written complaints against any individual NSRC members charged with any violation of the NSRC Bylaws or otherwise with any conduct deemed detrimental to the NSRC or the AARC. Complaints of inquiries may be referred to this committee by the judicial committee of the AARC.
c. If the committee determines that the complaint justifies an investigation, a written copy of the charges shall be prepared for the medical advisor or their designee with benefits of legal counsel if deemed advisable.
d. A statement of charges shall then be served upon the member and an opportunity given to that member to be heard before the committee.
e. After careful review of the results of the hearing conducted with benefit of legal counsel, when the chairman of the committee deems counsel to be necessary or advisable, the committee shall make recommendations for action to the Board of Directors and shall forward a complete report including copies of all documents to the chairman of the judicial committee of the AARC.
SECTION 5. NOMINATIONS COMMITTEE
a. This committee shall prepare for approval, by the Board of Directors, a slate of officers and directors for the annual election.
b. The committee shall serve for one (1) year.
c. It shall be the duty of this committee to make the final critical appraisal of candidates to see that the nominations are in the best interests of the AARC and the NSRC through a consideration of personal qualifications and geographical representations as applicable.
SECTION 6. PROGRAM AND EDUCATION COMMITTEE
a. This committee shall consist of at least three (3) members and be so constructed as to provide experienced members for program and education planning.
b. The Vice-president will assume responsibility of this committee.
c. The Medical Advisor will be a consultant member of this committee.
SECTION 7. BYLAWS COMMITTEE
a. This committee shall consist of the Delegate and two (2) members.
b. The committee shall receive prepare and initiate all amendments to the Bylaws committee for submission to the Board of Directors.
SECTION 8 PUBLICATIONS
a. This committee shall consist of at least three (3) members, one (1) of whom shall be a current NSRC officer, with the members being appointed annually for a one (1) year term subject to reappointment.
b. This committee shall concern itself with the execution of the NSRC newsletter and all other publications of the NSRC with the public, hospitals, and other organizations through the dissemination of information concerning respiratory care.
SECTION 9. PUBLIC RELATIONS COMMITTEE
a. This committee shall consist of at least three (3) members, one (1) of whom shall be chairperson of the membership committee.
b. The committee shall maintain such liaison as has been established by the Board of Directors with other organizations whose activities may be of interest to the members of the NSRC. This may include the preparation of exhibits, programs, and other items to bring the message of respiratory care and the AARC to medical, nursing, and hospital groups as well as educational facilities where such material can be expected to recruit new people to the field of respiratory care and the public.
The NSRC shall have one (1) Medical Advisor, and shall conform to Article IX, section 3, of the AARC Bylaws concerning Chartered Affiliate Medical Advisor. The Medical Advisor shall serve a one (1) term.
The Fiscal Year for the NSRC shall be from January 1 through December 31.
Annual dues shall follow the procedures for payment of dues as specified in Article III, Section 8, of the AARC Bylaws.
The conduct of any NSRC member shall appear, by report of the NSRC of the AARC judicial committee, to be in willful violation of the Bylaws or standing rules of the NSRC or the AARC, or prejudicial to the NSRC's interests as defined in the AARC Code of Ethics, the Board of Directors may, by a two-thirds (2/3) vote of its entire membership, suspend or expel such a member. A motion to reconsider the suspension or expulsion of any member may be made at the next regular meeting of the Board of Directors. All such suspension or expulsion actions shall be reported immediately to the AARC judicial committee.
The rules contained Robert's Rules of Order Revised shall govern whenever they are not in conflict with the Bylaws of the NSRC or the AARC.
These Bylaws may be amended at any regular or called meetings or by mail vote of the NSRC of the AARC by two-thirds (2/3) majority of those voting, provided that the amendment has been presented to the membership in writing at least sixty (60) days prior to the vote. All amendments must be approved by the AARC Chartered Affiliates Committee and shall become effective upon ratification by the AARC Board of Directors.
NSRC Bylaws 1970
Revised 1973
Revised 1975
Revised 1980
Revised 1987
Revised 1992
Revised 1995