AHVRP Highlights
Article I - Name
The name of the organization is the Association for Healthcare Volunteer Resource Professionals (hereinafter referred to as the Society) of the American Hospital Association (hereinafter referred to as the Association).
Article II - Mission
The mission of the Association for Healthcare Volunteer Resource Professionals of the American Hospital Association is to lead, represent and serve its members who empower volunteers to meet community healthcare needs.
Article III - Relationship with AHA
Section 1 - Organizational Purpose
The Society is organized exclusively for charitable and educational purposes as an integral part of the Association. Its business is conducted so that no part of its income and earnings will benefit any member, director, officer, or other individual.
Section 2 - Privileges
The Society may recommend to the Board of Trustees of the Association policies within the area of its interest. It may recommend programs and activities to be undertaken by the Association. It may review and comment upon policies related to its area of interest that are proposed by other bodies within the Association structure.
Article IV - Membership
Section 1 - Eligibility
Membership in the Society shall be available to individuals in the following categories:
A. Full Members:
Individual members who are management and/or supervisory professionals of volunteer services or related disciplines and actively employed in a health care setting, or in a setting where health care services are provided. These members have full voting privileges and may hold office.
B. Associate Members:
Individuals affiliated with regulatory agencies, health care planning organizations, consultants, vendors and all others not specifically defined under other sections of Article IV. These members do not have voting privileges and may only hold office if appointed to the board of directors.
C. Subscribing Members:
Consultants and vendors, that join under the Subscribing Membership Program. These members do not have voting privileges and may only hold office if appointed to the board of directors.
D. Retired Members, Transitional Members and Full-Time Student Members:
These members will pay one-half of the standard Society dues. They will have no voting privileges and may not hold office. Requests to become a member in this category must be submitted in writing to the Society Director and are subject to approval by the board of directors according to Society Policies and Procedures in affect at the time of the request.
Section 2 - Establishment of Membership
Section 2 - Establishment of Membership Membership in the Society shall become effective upon approval by the Society executive director or at such time a qualified individual has completed a formal application and paid initial membership dues.
Section 3 - Voting
Each full member in good standing of the Society is entitled to one (1) vote in the election of officers and members of the Board of Directors, and for matters presented to the membership for vote.
Voting is allowed by first class or electronic mail. Return ballots are counted if submitted on or prior to the date specified on the ballot.
Section 4 - Change in Membership Status
Any change to a membership category as defined in Article IV: Membership, will result in a loss of the associated membership benefits. At all times it is the responsibility of the member to inform the Society when a change in a membership category occurs.
In the event of a voluntary or involuntary employment transition, membership will continue until the end of the current paid membership period. If, at the end of their paid membership period, the member is not eligible for membership in any of the other categories, then members may request to renew their membership in accordance with Section 1D Retired or Transitional member, until new employment meets one of the defined membership categories. The request must be submitted to the Society Executive Director in writing, with explanation of the individual circumstances. The Board will vote to approve or deny the request.
Section 5 - Automatic Termination
The membership of any member who is in default of payment of dues or assessments, or otherwise becomes ineligible for membership, shall be terminated automatically, unless such termination is delayed by the board.
Section 6 – Reinstatement
Members whose membership is terminated for non-payment of dues or assessments shall be reinstated upon payment of current dues and assessments.
Section 7 - Resignation
A member may resign by submitting a letter of resignation to the Executive Director.
Section 8 - Disciplinary Action
Any member may be suspended, expelled or otherwise disciplined for just cause after having an opportunity for a hearing before the Society’s Board of Directors. “Just Cause” may include, without limitation:1. Violation of these bylaws.
Disciplinary action shall require a two-thirds vote of the Board of Directors. Any member expelled from membership may reapply after a period of no less than five (5) years.
Suspension or expulsion shall require a two-thirds vote of the Society’s Board of Directors.
Article V - Dues and Finances
Section 1 - Rate
Annual dues of the Society are established by the Board of Directors. Dues are paid by all categories of membership. No portion of the dues paid by any member is refundable if the membership is terminated.
Section 2 - Ownership of Income
All Society funds are the property of the Association. Operating funds are allocated to the society upon presentation and approval of an annual budget, which is incorporated into the total Association budget. The budget is presented to the membership in the Annual Report.
Any funds or properties that are donated to further the work of the Society becomes the property of the Association but will be used for the purpose designated by the donor.
Article VI - Officers
Section 1 - Eligibility
Only full members in good standing are eligible for elective office.
Section 2 - Officers
The officers are the president, president-elect, immediate past president and secretary-treasurer, who shall be the Society’s Executive Director.
The Executive Director is a member of the Association staff and is appointed by the Association in collaboration with the Society Board of Directors.
Section 3 - Election and Term
The president-elect is elected in accordance with Article VIII Section 5C. Unless otherwise provided herein, the president, president-elect and immediate past president each serve a one year term. The president-elect shall succeed to the presidency on the January 1st of the year following service in the office of president.
Section 4 - Vacancies
If the office of president is vacated, the president-elect immediately becomes the president for the duration of the unexpired term and continues to serve as president for the originally scheduled term.
If the office of president-elect is vacated, the Board of Directors shall appoint an individual to fill the vacancy for the remainder of the term.
If the offices of both the president and president-elect are vacated, the Board of Directors appoints a president pro tempore from the current board. The president pro tempore serves until the Committee on Nominations completes a special election for the president and president-elect.
If the office of the immediate past president is vacated, the previous year’s president becomes the immediate past president for the duration of the unexpired term. If that past president is not available or eligible, the President will appoint another past president to serve the unexpired term.
Section 5 - Duties
A. President
The president is the chief elected officer of the Society, serves as chair of the Society Board of Directors, chair of the Executive Committee and presides at all meetings of the Society. The president represents the Society publicly in accordance with the Association’s policies and procedures.
B. President-elect
The president-elect assumes all duties and responsibilities of the president in the absence or incapacity of the president.
C. Secretary-Treasurer
The secretary-treasurer shall serve as the liaison between the Society and the Association; shall keep minutes of the meetings of the Board of Directors and the membership in one or more books maintained for that purpose; shall see that all notices are duly given in accordance with these bylaws; shall keep a record of the mailing address of each member of the Society and shall have charge of and be responsible for the maintenance of adequate books of account for the Society; and, in general, shall perform all duties customarily incident to the office of secretary-treasurer and such other duties as may be assigned from time to time by the President or the Board of Directors. The office of secretary-treasurer shall be held by the Executive Director.
D. Immediate Past President
The immediate past president will chair the Nominations Committee.
E. Executive Director
The Executive Director shall be a member of the Association staff appointed by the Association in collaboration with the Society’s Board of Directors. The Executive Director shall be responsible for the Society’s day-to-day business operations, including fiscal management of the Society’s budget and efficient and effective utilization of staff resources. The Executive Director shall hold the office of secretary-treasurer of the Society and shall perform such other duties as may be specified by the Board of Directors from time to time. Except as otherwise set forth in these Bylaws, the Executive Director shall be invited to attend and participate in all meetings of the Society’s Board of Directors and its committees.
Article VII - Board of Directors
Section 1 - Eligibility
Only full members (Article IV, Section 1 A) in good standing are eligible to serve on the Board of Directors.
Section 2 - Composition
The Board of Directors is composed of the president, president-elect and seven (7) members-at-large and the immediate past president.
Section 3 - Term and Election
A. The president, president-elect and immediate past president serve a one (1) year term and shall serve on the Board for as long as they hold their elective offices.
B. Members-at-large serve a three (3) year term. Members-at-large may not serve consecutive terms as members-at-large; provided, however, that those appointed to fill a vacancy shall be eligible for election for a full term immediately following the unexpired term for which they were appointed.
C. Members’ term of office is January 1-December 31.
D. Elections shall be conducted by written ballot. The ballot shall be distributed to all full members no later than sixty (60) days prior to the Annual Meeting, together with a notice of the meeting. To be valid, a ballot must be completed and returned as directed. The candidate receiving the greatest number of votes for president-elect shall be elected, and the candidates receiving the greatest number of votes for open member-at-large and Committee on Nominations positions shall be elected to those positions. In the event of a tie, the Committee on Nominations shall conduct a run-off election.
Section 4 - Vacancies
A. If the office of the president, president-elect or immediate past president becomes vacant or the incumbent loses eligibility, that position is filled in accordance with Article VI, Section 4.
B. If a member-at-large position becomes vacant, it is filled by the candidate who received the next highest number of votes from the same election year. The appointed member serves for the remainder of the unexpired term. If no one is available, the Board of Directors appoints a past board member to fill the position until the next election.
Section 5 - Responsibilities and Privileges
A. The affairs of the Society shall be managed by Board of Directors acting in accordance with the policies and procedures of the association. The Board of Directors shall establish fiscal priorities during the budget process; supervise and control the Society’s operating budget; plan the Society’s educational programs; recommend to the Association the extent and nature of relationships with other organizations, agencies, or associations related to the Society’s purposes; and otherwise generally promote the Society’s purposes.
B. The act of a majority of directors present at a duly called 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 these bylaws.
C. The actions of the Board of Directors will conform to the bylaws and policies of the Association and the Society.
Section 6 - Forfeiture of and Removal from Office
Any Board member who no longer meets the eligibility criteria shall automatically forfeit his or her position on the Board. In addition, any board member may be removed by two-thirds of the remaining members of the Board at any meeting thereof, whenever, in their judgment, the best interests of the Society would be served by such removal.
Section 7 - Meetings
The Board of Directors will meet not less than twice a year. A majority (or six) directors constitute a quorum.
Section 8 – Meeting by Conference Call
Any action to be taken at a meeting of the Board may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating.
Article VIII - Committees
Section 1 - Executive Committee
The Executive Committee shall be composed of the president, president-elect, and immediate past president. In addition, the Executive Director shall be invited to attend and participate in meetings of the Executive Committee. The Executive Committee shall have the authority to (a.) review and authorize modifications to the budget that maintain the objectives set by the Board and are within the budget approved by the Board; and (b.) carry out other business and functions of the Society between meetings of the Board, reporting to the Board any action taken.
Section 2 - Committees
The Society shall have committees which address the following: the advancement of the society, development and continuity of leadership, recruitment of members, communication, education and training, and an annual review of the Society’s Bylaws.
Section 3 - Selection of Chairs and Members
A. All Chairs of committees must be full members in good standing. Committee members must be members (any category) in good standing. Other Committee members need not be Society members.
B. Chairs of committees, with the exception of the Executive and Nominations committees, are appointed by the president with the approval of the Board of Directors. Except as otherwise provided in these bylaws, the Committee Chair shall appoint the remaining members of his or her committee.
Section 4 - Term of Chairs and Members
Chairs and members of committees serve from the time of appointment until the end of the calendar year.
Section 5 - Committee on Nominations
A. Composition
The Committee on Nominations shall consist of the immediate past president, who shall serve as chair and four (4) members elected by the membership in the manner set forth below.
B. Term
The term of office is the calendar year. Members may not serve successive terms.
C. Responsibilities
The Committee completes the annual election of the Society as specified in these bylaws. The committee nominates candidates and prepares a slate as follows:
The election may take place with a single slate for president-elect, if all potential candidates are unavailable or ineligible to run for office.
D.Election Results
The Chair of the Committee on Nominations shall notify the remaining members of the Committee, the candidates, and the Board of Directors of the election results and shall announce the results to the membership.
The candidates receiving the greatest number of votes are declared elected. In the event of a tie, the Committee on Nominations plans and conducts the run-off election.
Article IX - Conflict of Interest of Directors and Officers
Section 1 - General
Board members will exercise the utmost good faith in all transactions relating to their duties in the Society. Any transactions with and on behalf of the Society are held to a strict rule of honesty and fairness.
Board members do not use their position, or knowledge gained there from, so that a conflict might arise between the Society’s interest and that of the individual.
Board members may not be involved in any transaction that may adversely affect the Society. Board members will not accept any favor that might adversely or improperly influence their actions affecting the Society or its members.
Section 2 - Disclosure of Conflict of Interest
A. Board members promptly make full disclosure to the Executive Committee of their personal interest, activity, investment, or employment that could potentially conflict with the interest of, or adversely compete with the Society.
B. Board members promptly make full disclosure to the Executive Committee of any potential violation of the Conflict of Interest policy existing on the Board.
C. Society members promptly make full disclosure to the Executive Committee of any potential violation of the Conflict of Interest policy existing on the Board.
Article X - Meetings
Section 1 - Annual Meeting
There is an Annual Meeting for the transaction of business of the Society. Notice of any Annual or special meeting of the members shall state the time, date, place, and, in the case of a special meeting, the purpose of the meeting. Notice of any annual meeting shall be delivered not less than 60 days prior to the date of such meeting. Notice of any special meeting shall be delivered not less than 45 days prior to the date of such meeting.
Section 2 - Special Meetings
Special meetings of the Society may be called by the president with the approval of the Board of Directors.
Section 3 - Quorum
A quorum for any membership meeting consists of ten (10) percent of the total eligible voting membership as of December 31st of the preceding year.
Section 4 – Manner of Acting
The act of a majority of full members present and voting at a duly called meeting at which a quorum is present shall be the act of the members, unless the act of a greater number is required by these bylaws.
Section 5 – Voting
Voting by first class or electronic mail shall be permitted for any item of business. A first class or electronic mail vote may be called by the Board or upon written request to the secretary-treasurer of at least one hundred (100) full members. Unless otherwise provided in these bylaws, the act of a majority of ten percent (10%) or more active members by a date certain shall be an act of the members.
Article XI - Affiliated Groups
Section 1 - Purpose of Affiliation
The Society may enter into written agreements of affiliation with regional, state or metropolitan organizations of Directors of Volunteer Services or related disciplines in healthcare settings. The purpose of affiliation is to provide an organized structure that will enable Society members to work together on problems of mutual interest; to conduct educational programs; to serve as a resource to related healthcare associations; to provide channels of communications between the Society and the affiliated groups and its members; and to promote the purpose of, and membership in, the Society.
Section 2 - Affiliated Group as Distinct Entity
Any regional, state or metropolitan group affiliated with the Society under this article is not an extension or part of the Society or the Association but remains a distinct separate entity.
Each affiliated group must maintain its own financial records, file appropriate state and federal tax notices and forms; and maintain necessary insurance coverage.
Article XII - Collaboration
The Society may enter into written agreements of collaboration with other organizations and business entities for the benefit of the Society, membership, and the promotion of health care volunteer services. They are subject to a two-thirds affirmative vote of the Board of Directors.
Article XIII - Parliamentary Authority
Section 1 - Rules of Procedure
The order of business for annual and special meetings is determined by the Board of Directors. Except where otherwise provided by these bylaws, meetings shall be governed by Robert’s Rules of Order, Newly Revised, in those cases in which they are applicable.
Article XIV – Amendments
The Board of Directors or twenty-five (25) or more full members of the Society in good standing may propose amendments to these bylaws. Amendments proposed by the members shall be filed with the secretary-treasurer and president. These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a majority vote of the members eligible to vote; provided that the alteration, amendment, or repeal has been approved by the Board of Directors and submitted to the full members not less than sixty (60) days prior to the date established as the voting deadline.
Amendments to the bylaws become effective upon approval of the Association. The Society Executive Director reports all Society bylaw decisions as adopted.
The original bylaws of the American Society of Directors of Volunteer services were approved by the ASDVS Board of Directors, September 15, 1968. This set of bylaws reflects all subsequent revisions and amendments including the amendments approved by the membership
