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ARTICLE I. NAME AND PRINCIPAL OFFICE
Section A. Ohio Affiliate of the American College of Nurse-Midwives (ACNM)
The Ohio Affiliate of the ACNM is a non-profit corporation formed in the state of Ohio and is an affiliate of the American College of Nurse-Midwives (ACNM) afterwards to be known as The Ohio Affiliate of the ACNM.
ARTICLE II. PURPOSES AND LIMITATIONS
The Ohio Affiliate of the ACNM, an affiliate of ACNM, promotes the health and well-being of women and newborns within their families and communities through the development and support of the profession of midwifery as practiced by Certified Nurse-Midwives (CNMs) and Certified Midwives (CMs).
Section B. Purposes
As set forth in our Articles of Incorporation the OHIO Affiliate of the ACNM has the following purposes:
Promote the health and well being of women and families in Ohio by furthering the practice of midwifery
Work to facilitate appropriate professional regulation and new legislation that supports midwifery practice and normal birth in Ohio
Collaborate with other organizations or groups in promoting mutual goals for healthy Ohioans.
Promote excellence in midwifery practice, research, and in the education of future midwives
Provide support and encouragement to concerns and interests of CNMs/CMs and SNMs/SMs
Provide a forum for the exchange of ideas and information related to the profession of midwifery and to women’s health issues.
Encourage CNMs/CMs and SNMs/ SMs to be active participants in functions related to ACNM.
Represent the membership regarding issues impacting midwifery in Ohio and in accordance with the bylaws and policy guidelines of the ACNM; maintain regular communication with ACNM
Promote the mission and official positions of ACNM, and serve as a source of information from ACNM and the Ohio affiliate
ARTICLE III. MEMBERSHIP AND PRIVILEGES
To qualify as Members of the OHIO Affiliate of the ACNM, individuals must be members in good standing of the American College of Nurse-Midwives.
Section B. Classification, Qualifications and Privileges of Members
The categories of membership, as follows, are as established by ACNM:
Active members in the OHIO Affiliate of the ACNM may make motions, vote and hold office.
Student members may speak, but may not make motions, vote or hold office. They may serve on committees and task forces in any capacity except as Chairperson.
3. Associate members in the OHIO Affiliate of the ACNM may make speak, but may not make motions, vote or hold office. They may serve on committees and task forces in any capacity except Chairperson.
Section C. Membership Expiration, Resignation, Suspension, Expulsion, Termination or Transfer
Membership expiration, resignation, suspension, expulsion, termination or transfer is established by ACNM.
Section D. Chapters
The OHIO Affiliate of the ACNM membership is divided geographically into subgroups (northeast, northwest, and southern Ohio) Chapters consistent with the Chapters of ACNM in existence and recognized by ACNM as of May 1, 2008.
All Chapter members shall be members in good standing of the ACNM and the OHIO Affiliate of the ACNM
The OHIO Affiliate of the ACNM Board of Directors recognizes and dissolves Chapters as requested by the Chapter. The OHIO Affiliate of the ACNM Board of Directors reviews Chapter standing rules of operating procedures (SROPs) every five years or as needed for congruence with the OHIO Affiliate of the ACNM and ACNM.
All Chapter activities must be congruent and supportive of the OHIO Affiliate of the ACNM and ACNM bylaws, policies, procedures, positions, practices and all applicable laws.
The Chapter may engage in activities, including but not limited to:
the solicitation of donations, funds, and other third party sponsorships;
the development and sponsorship of educational symposia, professional conferences, and written publications; and
the sponsorship and endorsement of governmental and non-governmental policies and programs related to the professional field of midwifery.
Section E. Membership Dues
The Ohio Affiliate of the ACNM Board of Directors and a majority of attendees at the annual All Ohio Forward shall establish membership dues consistent with its activities, and may raise funds for specific projects independently of those dues.
1.Annual Affiliate membership dues shall be the amount determined by the Ohio Affiliate of the ACNM Board of Directors, and approved by a majority of attendees at the annual All Ohio Forward.
2.Student membership is 50% as long as the student is in good standing with an established midwifery program and lives or goes to school in the state of OHIO.
3.Associate membership dues shall be an amount equal to 50% of the active membership dues.
4.Non-Payment of Dues.
· A member whose dues are not paid by the due date is delinquent.
· A member who has not paid all applicable dues within 60 days of the dues date shall be in default and not in good standing, and shall not be entitled to exercise any rights or privileges of the OHIO Affiliate of the ACNM or ACNM membership until all such current dues are paid in full.
· Members who pay all dues in arrears within 60 calendar days of notice of the default shall not lose any membership privileges.
· Non-payment of applicable dues in arrears will cause membership in the OHIO Affiliate of the ACNM and ACNM to expire or be terminated.
5.Board Authority/Dues, Fees, and Assessment Reduction and Waiver.
· The OHIO Affiliate of the ACNM Board of Directors/Officers shall have the sole authority and responsibility to develop, establish, and enforce policies to determine, modify, and, in special circumstances, reduce or waive fees for special and particular reasons, including, but not limited to, financial hardship and other appropriate considerations.
· A percentage of the Affiliate dues collected, will be deposited with each Chapter treasury by December 1 of each year. The percentage will be determined by the Affiliate Board of Directors (ABOD) and with approval by the Chapters, and total amount deposited will be based on the number of Chapter members as of the most recent and verifiable membership count available.
ARTICLE IV. MEETINGS
The OHIO Affiliate Board of Directors (ABOD) of the ACNM shall meet at least once a year. The general membership of the Ohio Affiliate shall meet at least once a year at a Statewide meeting, or by electronic means.
Section B. Quorum Requirements
A quorum for the ABOD is as defined in Article VI, Section I.
A quorum for a general membership meeting of the Affiliate shall consist of at least three members of the ABOD and at least 20% of the eligible voting membership
Section C. Voting Procedures
1. Voting Procedures for the ABOD are as outlined in Article VI, Section I.
2. Unless otherwise required by the Articles of Incorporation, these Bylaws, applicable law, or ruling parliamentary authority all actions of the membership shall be carried by a majority vote.
3. In cases where no single Chapter should represent more than 50% of votes cast, two or more members of the ABOD may request that the ABOD develop a mechanism to balance or weigh the results to avoid a monopoly by any one Chapter.
Section D. Mail/Electronic Balloting
1. Upon occasion, a vote may need to be submitted to the entire membership. With respect to any motion, question, resolution or proposed action that the OHIO Affiliate of the ACNM Board of Directors determines or these Bylaws require should be submitted to eligible members for a vote without attendance at a meeting, the OHIO Affiliate of the ACNM shall mail, e-mail, fax, or otherwise deliver a written ballot to each Active Member at the last known postal address, e-mail address, or fax number provided to the OHIO Affiliate of the ACNM. This ballot should be made available at least 30 days before the voting deadline.
2. Each completed ballot returned to the OHIO Affiliate of the ACNM within the specified time period shall be valid.
3. Whenever possible, counting of ballots should be done by a committee of three active members, one appointed from each chapter. Two or more ABOD members may request that counting of ballots, and/or verification of the count should be done by an independent agency.
4. Actions taken by mail ballot shall pass by a simple majority of those voting unless otherwise specified in these bylaws.
5. The sale or transfer of a vote is strictly prohibited.
ARTICLE V. OFFICERS
An officer must be an ACNM member and an active member of one of the Chapters of the Ohio Affiliate of the ACNM.
Section B. Selection, election and titles of Officers
1. The officers shall be the President, Vice-President, Secretary and Treasurer.
2. The President of the ABOD shall be elected by the general membership every other year.
3. Each Chapter may put forth one nominee for President at least 30 days before the annual meeting.
4. The membership will vote for the position of President at every other annual meeting. If a quorum is not present at the annual meeting, the vote will be determined by electronic means not less than thirty days, and not more than 60 days from the date of the annual meeting.
5. The ABOD may opt for an electronic vote for President, instead of in person vote of the general membership. This should be done if requested in writing by a Chapter, and the decision is communicated to the general membership no less than 60 days before the annual meeting.
6. The positions of Vice President, Secretary, and Treasurer will be determined by the ABOD, consistent with Article VI, Section G.
Section C. of officers
1. The term of office for each officer shall be 2 years and where possible terms shall be staggered.
2. No officer shall serve more than three consecutive terms.
3. A vacancy in the office of President shall be filled by the Vice-President.
4. Vacancies in offices other than that of the President shall be filled for the unexpired term by appointment from the Chapter that is left with less than 2 members on the ABOD (excluding the office of President) within 30 days of the initial vacancy in that office.
5. Terms of all new officers and new ABOD members shall begin 30 days after the annual meeting or 30 days after election of the President, if electronic vote is employed. In the interim, incoming ABOD may participate in the outgoing ABOD activities, but will have no vote until their new term begins.
Section D. Responsibilities of Officers
The President shall:
Preside at all OHIO Affiliate of the ACNM meetings with proper notification to members of meetings and agendas
Appoint standing committee and task force Chairpersons with the review and majority approval of the ABOD.
Designate and appoint OHIO Affiliate of the ACNM representatives to Ohio external organizations
Coordinate communications among the OHIO ABOD, the three Ohio Chapters, the Regional Representative and ACNM.
· The Vice-President shall:
Perform the duties of the President in the absence or inability to the President to serve.
Succeed to the office of President should the office become vacant during an unfinished term.
Perform such duties as may be delegated by the President.
Coordinate arrangements and program components of the OHIO Affiliate of the ACNM meetings, along with the president.
· The Secretary shall:
1. Have and perform all duties commonly incident to, and vested in, the office of Secretary of a corporation, including but not limited to supervision and maintenance of all OHIO Affiliate of the ACNM documents.
2. Be responsible for the minutes of all meetings of the OHIO Affiliate of the ACNM and Executive Committee including accountability for accuracy of the minutes and their timely and appropriate distribution to both the OHIO Affiliate of the ACNM membership and the Regional Representative.
3. Maintain current organized files of all OHIO Affiliate of the ACNM business.
4. Be responsible for distribution of notices of the OHIO Affiliate of the ACNM meetings.
5. Be responsible for all the OHIO Affiliate of the ACNM correspondence, both electronic and mail.
6. Communicate election of the BOD President, appointment of ABOD officers and members at large, and changes in chapter officers to the general membership, the Regional Representative and ACNM
7. Perform duties delegated and designated by the President.
· The Treasurer shall:
1. Perform all duties commonly incident to and vested in the office of Treasurer of a corporation, as well as all duties delegated the President, including, but not limited to the administration of the fiscal and financial policies of the OHIO Affiliate of the ACNM.
2. Supervise the maintenance of accurate corporate books;
3. Act as custodian of the funds of the OHIO Affiliate of the ACNM in conjunction with the OHIO Affiliate of the ACNM Finance Committee.
4. Present itemized financial reports at each meeting of the OHIO Affiliate of the ACNM, and distribute a quarterly written financial report to each Chapter.
5. Be responsible for systematic collection of annual the OHIO Affiliate of the ACNM dues, whether from members or from ACNM.
6. Maintain a list of members with dues currently paid to ACNM and the OHIO Affiliate of the ACNM.
7. Work with the OHIO Affiliate of the ACNM Finance Committee to maintain corporate books and appropriate oversight of the OHIO Affiliate of the ACNM finances.
ARTICLE VI. BOARD OF DIRECTORS
· General Authority
1) The Affiliate of the ACNM shall be governed by the Board of Directors (the “Board”).
2) The Board shall oversee the establishment and implementation of such policies, rules, procedures, and regulations in order to carry out the mission and purposes of the Ohio Affiliate of ACNM.
3) The Board shall oversee the business, financial resources, human resources, property, activities, and other affairs of the Ohio Affiliate of ACNM in accordance with the Articles of Incorporation and these Bylaws in their present or amended form. Although each affiliate must be recognized by ACNM, ACNM does not directly oversee or control The Ohio Affiliate of ACNM or their Chapters. This includes the responsibility of filing all required tax documents according to IRS rules, and ensuring that a Form 990 return is prepared if The Ohio Affiliate of ACNM has more than $25,000 in annual income.
Specific Authority. The Board of Directors shall have authority over all lawful corporate activities, including, but not limited to, policies and matters related to:
1) Membership fees with approval of a majority of attendees at the annual All Ohio Midwife Forward.
2) Member services.
3) Creation of committees, task forces, and advisory groups.
4) Approval of chairpersons for task forces and advisory groups.
5) Board operations.
6) Funding, spending, and budget authority, contract and grant arrangements.
7) Continuing education programs.
Section B. Limitations and Conduct of the Board
· The Board of Directors shall establish policies and procedures specifying Board limitations and conduct, including, but not limited to, the following:
1) Compensation for Services and/or Activities. Members of the Board of Directors shall not receive any compensation or other tangible or financial benefit for service on the Board of Directors. However, the Board may authorize payment by the Ohio Affiliate of the ACNM Midwives of actual, reasonable expenses incurred by Directors for approved activities.
2) Corporation and Director Independence/ Loyalty. Members of the Board shall act in an independent and ethical manner consistent with their obligation to The Ohio Affiliate of the ACNM, regardless of any other affiliations, membership, or positions. Board members are expected to identify and recues themselves from participation and voting in situations where a conflict of interest exists or may appear to exist.
3) Involuntary Termination. Involuntary termination from the Board shall be for failure to fulfill the legal, or fiduciary responsibilities of the position, or for unethical behavior determined by investigation and a majority vote of the remainder of the ABOD. Members of the Board are entitled to prior notification and have the right to be heard, subject to policies developed by ACNM for this purpose.
Section C. Composition of the Board
1. The Board of Directors shall consist of two representatives from each participating Chapter and the President as elected per Article V, Section B.
2. The voting members shall include the President, Vice President, Secretary, Treasurer, and other Directors.
Section D. Qualifications of voting members of the Board of Directors
1. All voting members of the Board of Directors shall be Active Members in good standing and shall be otherwise qualified according to these Bylaws and applicable corporate policies.
Section E. Terms of Office of the Voting Members of the Board of Directors
1. See Article V, Section C
Section F. Chapter Participation
1. Participation of any Chapter is voluntary and any participating Chapter may choose to withdraw from the Ohio Affiliate of the ACNM at any time upon written notice of such withdrawal to two or more members of the Board.
2. Should participation of Chapters fall to two or fewer Chapters, said Chapters may choose to dissolve the Ohio Affiliate of the ACNM in accordance with these bylaws and the laws of the state of Ohio and the United States Internal Revenue Service or said Chapters may choose to continue by appointing one or more other Chapter officer(s) of the remaining participating Chapter(s) to serve as Director(s) in order to maintain the minimum three person board.
Section G. Procedure at Board Meetings
1. The rules contained in the Handbook on Parliamentary Procedure (“Robert’s Rules of Order”), as amended shall govern the meetings of the Board of Directors.
2. Any Director may designate a representative from the same Chapter to act as his or her proxy for any Board meeting. Any representative acting as proxy must also be an active member of the ACNM and the Ohio Affiliate of the ACNM.
3. Electronic or written notice to the members of the Board shall be adequate notice if such notice includes the name of the proxy, whether the proxy has full or limited voting rights, describes when and how the proxy terminates and is sent from the e-mail address of record for the Board member requesting the proxy.
4. The Board of Directors shall on or about the Board’s first Annual Meeting, elect from amongst themselves a Vice-President, Secretary, and Treasurer, who will serve as the Ohio Affiliate of the ACNM officers pursuant to Article V of these Bylaws. One successor to the ABOD will be appointed by each Chapter no later than the Annual Meeting every year or as needed to fill vacancies.
Section H. Resignations and Vacancies
1. Any Director can resign at any time by delivering a written resignation to any Officer or Director.
2. Resignations of directors shall become effective immediately or on the date specified therein and vacancies will be deemed to exist as of such effective date.
3. Vacancies can be created by resignations, removals, or an increase in the size of the Board of Directors.
Section I. Meetings
1. All regular meetings of the Board of Directors will be held at a time designated by the Board for the transaction of business.
2. Meetings may be held in a single location, by phone or electronically.
3. Agendas identifying and describing items to be discussed at regular Board meetings shall be distributed at least 7 days prior to the meeting. Any deletions or additions to the agenda within 7 days of the meeting must be approved by a majority of the ABOD.
4. Special meetings of the Board of Directors may be called by the President or by the request of a majority of the voting members of the Board of Directors.
5. These meetings may be held in a single location by phone or videoconference, or other technology permitting members to hear each other at the same time and speak.
6. Notice of a Special Meeting will be delivered via telephone, e-mail, or fax transmission to each member of the Board of Directors stating the date, hour, place and purpose of the meeting and items to be reviewed or acted upon at least seven days prior to the date of the meeting.
7. Should an item of business require immediate attention and action by the Board of Directors, a telephone conference meeting may be held so long as all of the members of the Board of Directors have been contacted and advised of such a meeting, date and hour, and of the item(s) to be reviewed or acted upon, and a quorum can be met.
8. The Board is authorized to conduct any lawful business at a special meeting or telephone/electronic conference meeting, as provided in these Bylaws. Whenever possible, prior notification to the membership of the meeting time, place and way to participate will take place.
Meeting Quorum / Voting.
1. A majority of the voting members of the Board of Directors shall constitute a quorum for any meeting of the Board of Directors. Such majority shall be capable of transacting corporate business, consistent with these Bylaws.
2. Voting by proxy shall not be permitted except as outlined in Article VI, Section G.
Section J. Actions Without Meeting /Mail Votes
1. Should a matter arise requiring a vote of the Board of Directors between Board meetings, a ballot may be taken by mail, e-mail, fax, or other electronic means consistent with the bylaws.
2. The Board may take action without a meeting upon unanimous written consent to the item.
3. The signed consents, or signed copies, shall be placed in the minutes of the Board of Directors.
ARTICLE VII. COMMITTEES AND TASK FORCES
Committees necessary to carry out the ongoing general work of the Ohio Affiliate of the ACNM may be created.
The Board may create, combine or discontinue committees based upon their evaluation of the continuing need for the committee (except for bylaws and nominating committees).
The President appoints the Committee chairperson who must be an active member for a term of two years. Each appointment should be subject to the approval of the ABOD.
The Chairperson may be appointed by the President to serve for two additional terms.
The Committee Chair appoints the committee members. Whenever possible, the committees should have members from each chapter
Members of committees shall serve a term of two years and may be reappointed by the Chairperson to serve for up to two additional terms.
The majority of members of each committee shall be active members of the Ohio Affiliate of the ACNM, but the committee may include Active, Student, and Associate members.
8. Finance Committee:
a. Each Chapter of the three participating Chapters shall appoint one member o create a three member (plus the Chair who is the Affiliate Treasurer) Finance committee.. This committee will oversee the Corporation financial matters with the Treasurer acting as chairperson.
b. The Corporation treasury will be managed by this Committee with the Treasurer assigned as Committee Chair whose responsibilities will include signatory to the Corporation’s bank account and issuance of the checks and drafts of the Corporation as directed by the Board, according to the policies created by the Finance committee, and approved by the ABOD. These policies shall be reviewed annually by the ABOD, and revised where deemed necessary.
c. The members of the Corporate Finance Committee shall review the books quarterly and a full accounting will be submitted to the Board of Directors and each Chapter quarterly.
d. The fiscal year shall be the calendar year.
Section B. Task Forces
Task Forces are formed by the Board to accomplish a specific task within a specific time, and should be disbanded upon completion of the task, or at the direction of the ABOD.
The Ohio Affiliate of the ACNM President will appoint a Chairperson, who must be an active member.
The Chairperson appoints the Task Force members, with representation from all Chapters whenever possible.
A majority of members of each Task Force shall be Active Members of The Ohio Affiliate of the ACNM, but it may include active, associate and student members.
The formation, responsibilities, and membership of the Task Force is reported in the minutes of The Ohio Affiliate of the ACNM meeting along with the timeline for responsibilities to be completed.
ARTICLE VIII. AMENDMENTS
These bylaws may be amended at the annual meeting of The Ohio Affiliate of the ACNM by a two-thirds vote of those present and entitled to vote provided that sixty days prior notice by mail, e-mail, fax transmission or other appropriate means has been given.
If a quorum is not present at the annual meeting, or the ABOD determines that an electronic ballot would allow more balanced representation, such a bylaws vote can be held provided that sixty days prior notice by mail, e-mail, fax transmission or other appropriate means has been given.
Notice shall be deemed sufficient if sent to the current postal address, e-mail address, or fax number furnished to the Ohio Affiliate of the ACNM.
Amendments adopted by the Ohio Affiliate of the ACNM shall then be sent to the Bylaws Committee of the American College of Nurse-Midwives for review of congruence with national bylaws before they become effective.
ARTICLE IX. DISSOLUTION
Payment and discharge of all liabilities and obligations of the Ohio Affiliate of the ACNM;
Compliance with all relevant legal requirements concerning the Ohio Affiliate of the ACNM tax-exempt status;
Return, transfer, or conveyance of all assets received or held by the Ohio Affiliate of the ACNM upon condition that the assets be returned, transferred or conveyed upon dissolution of the Ohio Affiliate of the ACNM; and
Conveyance of the assets of the Ohio Affiliate of the ACNM to one or more domestic corporations engaged in the activities substantially similar to those of the Ohio Affiliate of the ACNM, and which may be selected as an appropriate recipient of certain assets, so long as such organizations shall then qualify as organizations exempt from federal income taxation under Section 501 (c) of the Internal Revenue Code or other controlling law.
7. Termination of the Ohio Affiliate of the ACNM relationship with ACNM is addressed in the ACNM Affiliate Agreement.