Carolinas Chapter of the International Association of Rehabilitation Providers
BY-LAWS
ARTICLE I
NAME
1.1The name of this organization shall be the Carolinas Chapter of the International Association of Rehabilitation Providers.
ARTICLE II
PURPOSE
2.1 Mission, Goals. The Chapter endorses the Mission and Goals of IARP, which are to enhance the competency of private rehabilitation professionals, advance the professional field, improve the effectiveness of state-level affiliates, and lead in the resolution of public policy issues that affect private sector rehabilitation. To pursue this purpose, the chapter will work in concert with IARP to strive towards the following goals:
2.1.1Enhance the professional competency and qualifications of members through the development of innovative continuing education and career development processes.
2.1.2Monitor and influence federal government, state government and industry policies that affect the practice of private sector rehabilitation.
2.1.3Foster high standards of ethical conduct throughout the profession and encourage superior standards of professional performance.
2.1.4Promote the chartering of state chapters through which members can work towards the resolution of public policy issues that affect private sector rehabilitation.
2.1.5Enhance recognition to the private sector as an efficient, effective source of rehabilitation services.
2.1.6Encourage interaction and understanding of issues and trends affecting the profession and the competency of all members.
2.1.7Promote rehabilitation research: Collect, interpret, and effectively disseminate information on changing social, economic, governmental, and technological conditions affecting the profession.
2.1.8Maintain an organizational structure that addresses the expectations of members and reflects the highest levels of volunteer and professional staff competency.
2.1.9Maintain cooperative relationships and activities with allied organizations in pursuit of IARP’s mission.
ARTICLE III
MEMBERSHIP
3.1Eligibility. Any individual having an interest in the provision of rehabilitation services in the private sector and willing to comply with these Bylaws and IARP Standards and Ethics of the Association in effect at the time is eligible to be a member of IARP, and Carolina Chapter (hereafter “member” or “members”). Any person or organization that is no longer a member of IARP must be dropped from chapter membership.
3.2Categories. Membership in IARP and Chapter shall be divided into the following categories: Individual Professional, Student, and Associate.
3.2.1Individual Professional is available to any individual meeting any of the following requirements:
3.2.1.1. Holder of a master’s or doctorate degree in health-support services from an accredited institution, plus one year of experience in vocational or physical rehabilitation, including at least one year in the rehabilitation of disabling conditions or diseases;
3.2.1.2. Holder of a baccalaureate degree in health support services from an accredited institution, plus two years in vocational or physical rehabilitation, at lease one year of which shall have been spent in the rehabilitation of disabling conditions or diseases;
3.2.1.3. Holder of a diploma in nursing from an accredited institution, plus a current RN license, plus three years of experience in physical or vocational rehabilitation, at least one year of which shall have been spent in the rehabilitation of disabling conditions or diseases;
3.2.1.4. Holder of any baccalaureate degree from an accredited institution, plus three years in the rehabilitation of disabling conditions or diseases; or
3.2.1.5 Holder of current certification in the field of rehabilitation as approved by the IARP Board of Directors.
3.2.2Student is available to individuals currently enrolled in a degree-seeking program, in good-standing, in rehabilitation or a related field in an accredited institution.
3.2.3Associate is available to any individual having an interest in the delivery of rehabilitation service in the private sector.
3.3Dues. Each member shall be obligated to annually pay dues in an amount, which may vary with respect to each category of membership, as determined by the IARP Board of Directors from time to time. Any member who has failed to pay the applicable dues for a period of thirty (30) days after the date of expiration of their membership term shall be terminated from membership.
3.4Voting.
3.4.1 Each Individual Professional of IARP and the Chapter shall be entitled to one vote on any matter submitted to a vote of members. Student and Associate members shall not have voting rights.
3.4.2 Any Individual Professional member who has failed to pay the applicable dues at the time of any meeting of Chapter members or the date by which ballots are mailed by the Chapter shall not be entitled to vote. Unless applicable law requires otherwise, any action approved by the affirmative vote of a majority of the members entitled to vote at a meeting at which a quorum is present shall be the acts of the members. Proxy voting shall not be permitted.
3.4.3 All matters to be submitted to Chapter members for a vote at a meeting of members may be acted upon by written ballot sent by mail, in person at such meeting, or by written ballot sent by mail and in person, as determined by the Chapter Board of Directors.
3.5Meetings. The annual meeting of members of the Chapter for the purpose of electing the Directors and Officers of the Chapter, receiving reports from officers and committees, and conducting such other business as may arise, shall be on a date and at a place determined by the Chapter Board of Directors. Special meetings of members may be called at any time by at least one third of the Chapter Board of Directors or by written request of at least 10 members. Meetings of members may be held at any place within the state of N.C. or S.C.
3.6Notice. Written notice of the time and place of the Chapter Annual Meeting of members shall be mailed at least 30 days in advance of the meeting, and of special meetings of members at least 15 days in advance but not more than 30 days after receipt of appropriate written request. The notice of all special meetings of members shall state the general nature of the business to be transacted. Any written notice shall be delivered personally, by electronic mail, mail, or by publication in the Chapter’s newsletter or other journal distributed to Chapter members generally. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. Mail, postage prepaid, addressed to a member at such member’s most recent address according to the records of IARP.
3.7Quorum. The numbers of members who are present automatically constitute a quorum for the transaction of business at any meeting of members, unless a greater proportion is required by applicable law, by the Articles of Incorporation or by these Bylaws.
3.8Removal. Any member, who fails to comply with the IARP Standards and Ethics, in effect at the time, may be removed from membership as provided in the Policies and Procedures of the Standards Compliance Review Board, as adopted by the IARP Board of Directors.
ARTICLE IV
CHAPTER BOARD OF DIRECTORS
4.1Number, Qualifications.
4.1.1The Chapter Board of Directors (sometimes referred to as the “Board” and individual members thereof referred to as “Director” or “Directors”) shall manage the business and affairs of the Chapter. The Board shall consist of the individuals than serving as the President, the President-Elect, the Secretary, the Treasurer, and the Immediate Past President, plus 3 individuals serving as Directors. (The Chapter Board of Directors may from time to time add regions. Directors in addition to Officers are not required. The Secretary and Treasurer posts may be combined into one. At least one Board Member shall be from each state (NC and SC).
4.1.2To be eligible for election as a Director, an individual must be an Individual Professional member. No individual may hold more than one Directorship at any time.
4.2Elections and Term. All Directors shall commence their terms of office on May 1.
4.2.1Each Ex-Officio Director shall serve as a Director by virtue of the office he or she holds. All Ex-Officio Directors shall serve until they no longer hold their respective offices.
4.2.2The President-Elect, Secretary and Treasurer shall be elected by the members for such terms as provided in Section 5.1 of these By-laws.
4.2.3(Optional) Other Directors shall be elected by general vote of the members and shall serve for terms of two years or until their successors are elected. (Term length may be changed but do not have more than half the board terms expire each year)
4.2.4The President-Elect shall serve in that office for one year, and shall automatically assume the office of President in the subsequent year. At the end of his/her one year term, each President shall automatically remain on the Board of Directors for a one year term as Immediate Past President. The Secretary, Treasurer and Members at Large (Directors) shall serve for two years or until their successors are elected and assume office.
4.3Vacancies. All vacancies on the Chapter Board of Directors shall be filled by appointment by the President subject to approval by the Chapter Board of Directors.
4.4Meetings. Regular meetings of the Chapter Board of Directors shall be held at least twice a year at such time and place as the President shall determine. Special meetings of the Board may be called at any time by the President or not less than one-third of all Directors. Meetings of the Board of Directors may be held at any location within or without the state of N.C. or S.C. Any Director may participate in any meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participation in the meeting can hear each other. Participation in a meeting pursuant to this provision shall constitute presence in person at the meeting.
4.5Notice. Written notice of the time and place of all regular meetings of the Board of Directors shall be delivered to each Director at least fourteen (14) days prior to the date of such meeting and in the case of special meetings, at least seven (7) days prior to the date of such meeting. In the case of special meetings, the notice shall state the general nature of the business to be transacted. Written notice shall be delivered personally, by e-mail, by fax, or by telephone.
4.6Quorum. A majority of the Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors unless a greater proportion is required by applicable law or by these by-laws.
4.7Voting. Each Director shall be entitled to one vote on any matter submitted to a vote of the Board of Directors. The acts approved by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors unless a greater proportion of affirmative votes are required by applicable law or by these Bylaws. Any action that may be taken at a meeting of the Directors may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by all the Directors in office and shall be filed with the Secretary of the Chapter.
4.8Conflict of Interest.
4.8.1Possible conflict of interest on the part of a Director shall be disclosed to the Board of Directors and made a matter of record.
4.8.2Any Director having any possible conflict of interest on a matter shall not vote on such matter. Such Director may, however, be counted in determining a quorum for the meeting at which the matter is voted upon and may state a position on such matter and provide information that may be of value to the Board in its deliberations.
4.9Removal. Any Director may be removed for cause, which may include, but is not limited to, failure to attend or participate in 2 consecutive regular meetings of the Board. Removal shall require the affirmative vote of at least two thirds of the remaining Directors.
4.10Limitations of Liability. A Director of the Corporation shall not be personally liable, as such, for monetary damages (including, without limitation, any judgment, amount paid in settlement, penalty, punitive damages or expense of any nature including, without limitation, attorneys’ fees and disbursements) for any action taken, or any failure to take any action, unless:
4.10.1The Director has breached or failed to perform the duties of his or her office under the Articles of Incorporation or Bylaws of this Corporation or under applicable state law.
4.10.2The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
4.10.3These provisions shall not apply to the responsibility or liability of a Director pursuant to any criminal statute, or the liability of a Director for the payment of taxes pursuant to local, state or federal law.
ARTICLE V
OFFICERS
5.1Officers Generally: Election. The officers of the Chapter shall be a President, a President-Elect, a Secretary, and a Treasurer. (Combining the Secretary and Treasurer functions is acceptable.) Only Individual Professional members may serve as officers of the Chapter. The President and President-Elect shall typically each hold office for a term of one year, but may hold the position for one additional year, if the Board and membership agree to the terms, or until his or her successor is elected. The Secretary and Treasurer each shall hold office for a term of two years or until his or her successor is elected.
5.2President. The President shall be the chief executive officer of the Chapter and shall preside at all meetings of the Board of Directors and the Executive Committee and shall perform such other duties as may be assigned by the Board.
5.3President-Elect. The President-Elect shall perform such duties as may be assigned by the Board of Directors or the President. In the event of a vacancy in the office of President because of death, resignation or removal, or during the President’s absence or disability, incapacity or refusal to act, as determined by a vote of at least two-third of the Board of Directors, the President-Elect shall perform the duties of the President.
5.4Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors, the Executive Committee and members; shall have charge and custody of the seal and records of the Board and shall be responsible for the dissemination of all information pertinent to the ongoing operation of the Chapter and shall assign duties necessary to achieve the dissemination of this information.
5.5Treasurer. The Treasurer shall have charge and custody of all funds of the Chapter, shall maintain an accurate accounting system and shall present financial reports, including financial statements, annual budgets and annual audits, to the Board of Directors and IARP in such manner and form as the Chapter Board and the IARP Board may from time to time determine.
ARTICLE VI
COMMITTEES
6.1Committees in General.
6.1.1Standing Committees. The Board may, by resolution, establish such standing committees of the Board (and, except as otherwise provided in these Bylaws, in each case, appoint the members and the chairperson thereof based on the recommendations of the President) as it deems necessary or desirable, including, without limitation, the Executive Committee and the Nominations and Elections Committee, each as described below. All standing committees, except the Executive Committee, shall include at least one Director. The Executive Committee shall be comprised of Directors only. The Board may delegate such authority to a standing committee as it deems appropriate and is not prohibited by applicable law. All standing committees, except the Executive Committee and the Nominations and Elections Committee, and their members shall serve at the discretion of the Board. (Executive Committee may be eliminated if no non-officer Directors exist).
6.1.2Special Committees. The Board may, by resolution, establish one or more special committees to advise the Board or the President in the performance of their duties (special committees). No Special committee may have or exercise any authority of the Board to manage the business and affairs of the Chapter. The chairperson of a special committee shall be appointed by the President subject to Board approval. The members of a special committee shall be appointed by the chairperson of the committee. All special committees and their members shall serve at the discretion of the Board.
6.1.3Term. Each member of a standing or special committee shall continue as such until the first regular meeting of the Board after the Annual Meeting of Members and until a successor has been appointed and has qualified unless sooner removed or unless such committee is sooner dissolved by the Board.
6.1.4Quorum. A majority of the members of a standing or special committee shall constitute a quorum for the transaction of any business, and the acts of the majority of the committee members present, at which a quorum is present, shall be the acts of such committee in each case, unless a greater proportion is required by applicable law or by these Bylaws.
6.1.5Vacancies and Removal. Vacancies in membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Any member of a committee, except the Executive Committee, may be removed at any time by the Board of Directors, with or without cause.
6.2.Executive Committee. (The Executive Committee is comprised of Chapter Officers. If no non-officer Directors exist, this section on the Executive Committee may be eliminated from the Bylaws).
6.2.1The Executive Committee shall consist of the Immediate Past President, the President, President-Elect, the Secretary, and Treasurer.
6.2.2The Executive Committee shall have and exercise the authority of the Board of Directors, to the extent permitted by applicable statute, between meetings of the Board.
6.2.3The Executive Committee shall not have the authority of the Board of Directors with respect to the following matters, depending on applicable state law:
6.2.3.1Amending, altering or repealing these Bylaws;
6.2.3.2 Electing, appointing or removing any member of the Executive Committee or any Director or officer of the Chapter;
6.2.3.3 Amending the Articles of Incorporation of the Chapter;
6.2.3.4 Adopting a plan of conversion, division or merger or adopting a plan of consolidation with another corporation;
6.2.3.5 Authorizing the sale, lease, exchange or mortgage of all substantially or substantially all of the property and assets of the Chapter;
6.2.3.6 Authorizing the voluntary dissolution of the Chapter or revoking proceedings therefore;
6.2.3.7 Adopting a plan for the distribution of the assets of the Chapter; and
6.2.3.8 Authorizing expenditures in excess of amounts set forth in the annual budget of the Chapter as approved by the Board.
6.3Nominations and Elections Committee.
6.3.1. The Nominations and Elections Committee shall consist of 4 members, 3 of whom shall be appointed annually by the President subject to approval by the Board of Directors. The Immediate Past President shall be a member of and shall chair the Committee. No more than two members of the Committee may be past presidents of the Chapter.
6.3.2 Each year the Nominations and Elections Committee shall nominate candidates for officers of the Chapter for election by the members entitled to vote. The Committee shall extend in writing to the membership a call for suggested nominations no less than 15 days prior to its meeting to select nominees.
6.3.3 The Committee shall conduct the annual election of Directors at the annual meeting of members.
ARTICLE VII
STANDARDS COMPLIANCE REVIEW BOARD
7.1 Standard Compliance. The Chapter and its members shall adhere to and shall be bound by the professional Standards and Ethics as approved by the IARP Board of Directors from time to time, and shall follow the prescribed process for referring complaints to the National Standards Compliance Review Board.
ARTICLE VIII
INDEMNIFICATION
8.1Right to Indemnification. The Chapter shall indemnify any person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person: (a) is or was a Director, employee or officer of the Chapter; or(b) is or was a trustee, officer or the employee or agent of the Chapter serving at its request as an administrator, trustee or other fiduciary of any of the Chapter’s employee benefit plans, against expenses (including, under Section 8.2, expenses of separate counsel if such separate representation is necessary), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connections with such action, suit or proceeding whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the Chapter, to the extent that such person is not insured or otherwise indemnified and except as prohibited by statute. For this purpose and for the purposes of Sections 8.2 below, the Board may and on request of any such person shall be required to, determine each case whether or not any applicable statutory standards have been met, or such determination shall be made by independent legal counsel if the Board so directs or if the Board is not empowered by the statute to make such determination.
8.2Advance of Expenses. Expenses incurred by such person in defending any such action, suit or proceeding may be paid by the Chapter in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Chapter.
8.3Indemnification Not Exclusive. The foregoing indemnification shall not be deemed exclusive of any other right to which an indemnified may be entitled, and shall inure to the benefit of the heirs, executors and administrators of any such person.
8.4Insurance and Other Indemnification. The Chapter Board of Directors shall have the power (a) to purchase and maintain, at the Chapter’s expense, insurance on behalf of the Chapter and on behalf of others to the extent that power to do so has been or may be granted by statute, and (b) to give other indemnification to the extent not prohibited by law.
ARTICLE IX
AMENDMENTS
9.1Amendments. Upon the recommendations of a majority vote of the entire Chapter Board of Directors then in office, a majority of the members of the Chapter present and entitled to vote at any meeting of members may amend, alter, repeal or adopt new Bylaws, provided that notice of any proposed amendment or a summary thereof shall have been given to each Director or member not less than thirty (30) days prior to the date of the meeting, and that the proposed amendment, before becoming effective, has been approved by the IARP Board of Directors.
2/24/05