ORGANIZATION
The mission of AVAHO is to enhance communication and networking among Hematology Oncology professionals of the Veterans Affairs Hospitals to improve patient care, education, and research.
2011 OFFICERS
| President | Suman Kambhampati, MD |
| President-Elect | Peter Silberstein, MD |
| Past President | Paulette Mehta, MD |
| Secretary | Joanne Harrington, NP, PhD |
| Treasurer | Anna Schorer, MD |
| Board Member | Ace Allen, MD |
| Board Member | Cece Atherton, NP |
| Administrator | Susan Lentz |
BYLAWS OF THE ASSOCIATION OF VA HEMATOLOGY/ONCOLOGY
Version 8/15/05
(This is considered a draft document until approved by the general membership voting)
Article I - Name
Article II - Purposes
Article III - Authority
Article IV - Membership
Article V - Board of Directors
Article VI - Corporate Officers
Article VII - Committees
Article VIII - Meetings
Article IX - Board Directives
Article X - Rules of Order
Article XI - Amendment of By-Laws
Article XII - Quorums
1.1 The name of the corporation shall be the Association of Veterans Administration of Hematology/ Oncology. It may hereafter be referred to in these By-Laws as AVAHO or the Association.
2.1 The purposes of AVAHO shall be:
1. To provide a forum for interaction among the Veterans Administration Hematology/Oncology professionals to share ideas and experiences that affect them and their patients.
2. To provide networking, educational and research opportunities that will enhance their professional career and improve patient care within VA the Healthcare System.
3.1 AVAHO shall have, subject to any limitation as contained herein, all the authority of a non-profit corporation organized under the laws of the State of Ohio.
4.1 AVAHO Membership shall be extended to individuals interested in the organization goals and the health care in the VA Healthcare System. Members are to attend the Annual Conference and to participate in all association activities. Each shall be considered as acting under the Charter and bound by these By-Laws of the Association.
4.2 Types of Membership:
a) Individual Membership – This is the only type of membership offered. An individual membership will have all the benefits and privileges of the Association . An individual member shall bear one (1) vote and be entitled to hold office in the Association.
4.3 Membership Dues:
(a) Membership is free of charge. No dues will be required.
4.4 Membership Rules:
(a) Specific rules of membership may be adopted and amended by the Membership Committee of the Association in accordance with these By-Laws.
Article V - BOARD OF DIRECTORS
5.1 Duties and Responsibilities:
(a) The Board of Directors of the Association shall be responsible for the management of all business, property, and affairs of the Association.
(b) The Board may exercise all the corporate powers of the Association, and do all the lawful acts, conduct all business, and adopt such rules and regulations for the conduct of its meetings and the management of the Association as may be deemed necessary and proper, and in consistence with the Statute, Charter, and By-Laws of the Association, and with non-profit corporation law and federal internal revenue statutes.
(c) The Board of Directors shall be responsible to the membership for its actions.
5.2 Composition of the Board of Directors:
The Board of Directors will be composed of the following 7 members:
- President,
- President Elect (Vice President),
- Immediate Past President,
- Secretary,
- Treasurer,
- Two members at Large.
5.3 Representation and Election:
(a) All Board of Directors should be elected by the members on annual basis prior to the annual conference.
5.4 Vacancies and Removal:
(a) Any vacancy occurring in the Board of Directors shall be filled by a duly elected member. In the event there is no Alternate Member from a region, that region may elect a new Member at a regional business meeting or by ballot vote conducted in a manner deemed by the region to be most expedient.
(b) Any Member may be removed from office for any act or acts of malfeasance and/or neglect of office by: (1) a simple majority vote of the membership at a regular business meeting or by ballot vote conducted in a manner deemed by the Board of Directors to be most expedient, or (2) by the affirmative vote of a majority of the Board of Directors at a properly called meeting as outlined in Article VIII, Section 8.2 of these By-Laws. Vacancies occurring as a result of such removal shall be filled in accordance with (a) above.
Article VI - CORPORATE OFFICERS
6.1 The Executive Committee (EC): The Executive Committee of the Association shall be the President and Chairman of the Board, the Vice-President, the Secretary, and the Treasurer. Members of the EC will also be called “Corporate Officers”. The Immediate Past-President can serve ex-officio in an assistance and advisory capacity if requested by the President.
6.2 Election and Removal:
(a) The Execuctive committee members will be elected as part part of the Board of Directors by a simple majority vote of the members prior to the Annual Conference.
(b) The Corporate Officers must be AVAHO members at the time of election for at least one year before they are eligible for any corporate officer position. No single individual may hold more than one office.
(c) The Corporate Officers serve at the pleasure of the Board of Directors and may be removed from office for any act or acts of malfeasance or neglect of duty by a simple majority vote of the Board of Directors at any properly called meeting as outlined in Article VIII, Section 8.2 of these By-Laws.
(d) If a vacancy occurs among the Corporate Officers, that vacancy shall be filled by an election held at the next meeting of the Board of Directors, except in the case of the President. If a vacancy occurs in the Presidency, the Vice-President will assume the office, to be followed, if necessary, by the Secretary, and the Treasurer, in that order.
(e) The Corporate Officers of the Association shall be strictly accountable to the Board of Directors and the General Membership for all their actions, individually or collectively, on behalf of the Association, and each is accountable for the fulfillment of the responsibilities and performance of the duties designated by the respective office.
6.3 Duties and Responsibilities: The Corporate Officers of the Association shall serve as the Executive Committee and the Finance Committee as outlined in Article VII, Section 7.2 of these By-Laws.
(a) President and Chairman of the Board:
1. The President shall serve as Chief Executive Officer of the Association. He/She shall call and preside at all meetings of the Association and of the Board of Directors.
2. The President may appoint such officers as may be considered necessary to the orderly operation of the Association. These officers may include committee chairpersons, and they may serve as ex-officio members of the Board of Directors if instructed by the Board. All such appointments are subject to the approval of the Board of Directors.
3. The President shall be the official spokesperson and/or representative of the Association at all activities and functions in which the Association is involved.
4. The President, in cooperation with the other corporate officers, shall be responsible for insuring that the purposes of the Association as stated in the Articles of Incorporation, as well as the restrictions placed upon the Association by those Articles and By-Laws, are strictly adhered to, and that the business of the Association is properly conducted.
5. The President shall prepare, in cooperation with the other corporate officers, a yearly report in compliance with the regulations of non-profit corporation law, the Internal Revenue Service, and any tax laws under which the Association secured any measure of its tax exempt status. This report shall be submitted to the incoming Board of Directors for the purposes of transition.
6. The President shall have and perform other such duties which from time to time may be assigned to him/her by the Board of Directors.
(b) Vice-President (President-Elect):
1. The Vice-President shall be responsible for overseeing the functions of the organizational structure of the Association. He/She shall act as a coordinator for Committee Chairpersons and insure that the duties and responsibilities of said Committees are properly performed and that performance in this capacity is entirely representative of the goals and policies of the Association. The Vice-President shall also coordinate the activities of Members of the Board of Directors as necessary to insure adequate systems of communication among them.
2. The Vice-President, in cooperation with the President and other corporate officers, shall be responsible for insuring that the purposes of the Association as stated in the Articles of Incorporation, as well as the restrictions placed upon the Association by those Articles and By-Laws, are strictly adhered to, and that the business of the Association is properly conducted.
3. The Vice-President shall perform such additional duties as from time to time may be assigned by the President and/or the Board of Directors.
4. In the case of the temporary absence or disability of the President, the Vice-President shall exercise the powers and perform the duties of the President.
(c) Secretary:
1. The Secretary shall keep all records of business proceedings, minutes of meetings, official reports, records of elections, and correspondence of the Association.
2. The Secretary shall complete any and all reports required by non-profit corporation law, such as the Annual Report, and assist in the completion of reports related to tax exempt status.
3. The Secretary shall serve notice of all meetings of the Board of Directors and the General Membership as outlined in Article VIII of these By-Laws.
4. The Secretary shall affix the Corporate Seal of the Association to all deeds, contracts, or other written documents requiring a seal, when duly signed or when so ordered by the Board of Directors.
5. The Secretary shall perform other such duties as from time to time may be assigned by the President, Vice-President, and/or the Board of Directors.
6. In the case of the temporary absence or disability of the President and the Vice-President, the Secretary shall exercise the powers and perform the duties of the President.
(d) Treasurer:
1. The Treasurer shall have custody of all funds, property, and evidence of indebtedness of the Association.
2. The Treasurer shall give and receive receipts and acquitance for monies paid into accounts of the Association, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Association.
3. The Treasurer shall prepare the annual budget of the Association and distribute to the Board of Directors a semi-annual report on the status of that budget.
4. The Treasurer shall keep full and accurate accounts for all monies received and expended by and for the Association. At a minimum, this shall include a General Ledger into which all transactions shall be posted by date, an Income Ledger, and an Expense Ledger.
5. The Treasurer shall be bonded and shall be required to give a complete report of the financial activities of the Association at each Annual, Special, and Board Meeting held and shall be required to include a summary of these reports in each Association Newsletter.
6. The Treasurer shall make available within thirty (30) business days notice of the written request of an Association member, financial records of the Association, to that member.
7.The Treasurer shall be responsible for all financial status reports required of the Association by non-profit corporation law, the Internal Revenue Service, and/or any tax laws under which the Association secured any measure of its tax exempt status.
8. The Treasurer shall have an audit of all Association financial records, to be performed by an independent audit agency, at the closing of each corporate year, and shall submit said records along with the audit report to the incoming Treasurer of the Association within thirty (30) days of the beginning of each corporate year.
9.The Treasurer shall perform such additional duties as from time to time may be assigned by the President, Vice President, and/or the Board of Directors.
10. In the case of the temporary absence or disability of the President, the Vice-President, and the Secretary, the Treasurer shall exercise the powers and perform the duties of the President.
6.4 Salaried Staff:
(a) Salaried staff positions may be established as deemed necessary and desirable by the Board of Directors of the Association. All employees of the Association shall report directly to the President or a designated Executive Committee Member, and shall be held accountable for all actions taken in the name of the Association. The Association shall be an equal opportunity employer in fact and spirit, as well as in name.
7.1 Standing Committees:
(a) There shall be the following standing committees, each with the duties described. They shall be re-established annually by the President, subject to confirmation by the Board of Directors, and shall exist at the continued pleasure of the Board. Each committee shall have a Chairperson appointed by the President, approved by the Board, who shall report in writing on all committee activities and findings at all Board, Annual, and other meetings. There shall be an Executive Committee composed of the duly elected officers (Article VI; 6.1) and any ex-officio members as may be designated by the President, and approved by the Board.
1. Executive Committee: The Executive Committee shall be responsible for aiding the president in the performance of his/her duties and responsibilities. This committee shall also serve as the Finance Committee and shall aid the Treasurer in preparing and monitoring the financial status of the Association.
3. Education Committee: The Education Committee shall be responsible for gathering, studying, and summarizing information concerning all aspects of VA healthcare professional education and related programs. The Chairperson, or his/her designee, shall establish liaison with agencies and interest groups involved in education. This Committee oversees and coordinates the Educational Program of the Annual Conference.
5. Membership Committee: The Membership Committee shall be responsible for the coordination of membership drives, maintenance of membership records, and issuance of membership certificates as outlined in Article IX, Section 9.3 of these By-Laws. The Chairperson shall issue a semi-annual list of updated memberships to the Board of Directors.
7.2 Other Committees: Additional standing committees or special committees may be created or dissolved at the pleasure of the Board of Directors and/or at the request of the general membership. Sub-Committees of these committees may also be created and/or dissolved by the Chairperson of each committee or by the Board of Directors.
8.1 Annual Conference:
(a) The Board of Directors shall call an Annual Conference for the membership of the Association for the following purposes:
1. Announcing the election results of the Board of Directors for the following year.
2. Hearing resolutions from the membership for the action to be taken by the Board for the following year.
3. To provide training and informational activities as necessary and desirable by the membership including an Educational Program.
4. Conduct an Annual Business Meeting.
(b) The Annual Conference shall be held in the fourth quarter of each calendar year at a place and time designated by the membership.
(c) A written notice of the Annual Conference shall be delivered to each member not less than thirty (30) days prior to said conference. The notice shall set forth the date, time, and place of the meeting, and shall include a complete order of business with adequate time allowed for the conduct of business by the membership.
(d) Voting at the Annual Conference shall be by simple majority of the membership during a business meeting at which a quorum has been established. Individuals bearing proxy votes must file a written proxy with the Secretary of the Association prior to the beginning of the business meeting.
8.2 Board of Directors Meeting:
(a) The President of the Board of Directors of the Association shall be empowered to call meetings of the Board of Directors as he/she may deem necessary for the proper conduct of the Association's business, but not less than three times annually.
(b) Special meetings of the Board of Directors may be called at the written request of a simple majority of the Board Members to the Secretary of the Association.
(c) Written notice of date, time, and place of meetings shall be delivered to each Director no less than thirty (30) days prior to each meeting.
(d) The first official Board of Directors Meeting must be held within one month after the close of business of each Annual Conference.
(e) Voting at all Board Meetings shall be by simple majority of the Board Members during a board meeting at which a quorum has been established. The method of voting shall be determined by the Board President. Proxy votes shall be assigned to another member if the a Board Member is unable to attend.
(f) Meetings outside the Annual Conference may be conducted by teleconferencing or in-person.
8.3 Executive Committee Meetings:
(a) The President may call a meeting of the Executive Committee at the request of any member of the committee and with the approval of a majority of its members. Notice of such meetings shall be delivered by the Secretary. Such meetings shall be limited to two per year not in conjunction with regularly scheduled meetings of the Board of Directors.
8.4 Special Meetings:
(a) Special meetings of the Association shall be called by the President upon receipt by the Secretary or the President of the written request of a simple majority of the general membership. Special meetings may also be called by the Board of Directors when deemed necessary by a majority vote of the Board. In all cases, thirty (30) days' notice of such meetings shall be delivered to each member by the Secretary.
9.1 Corporate Seal - The Board of Directors shall provide a corporate seal which shall state the Association name, the year of incorporation, and an appropriate logo. This seal shall be affixed by the Secretary to all documents, deeds, and other official communications as may be prescribed by the laws which effect non-profit corporations.
9.2 Fiscal Year - The fiscal year of the Association shall consist of the twelve (12) month period which shall begin each January 1 and close each December 31.
9.3 Membership Certification - The Association shall have membership certificates which shall be issued by the Membership Chairperson.
10.1 ROBERT'S RULES OF ORDER, latest edition, and Standing Rules adopted by the Association shall govern the conduct of business at all meetings.
Article XI - AMENDMENT OF BY-LAWS
11.1 Proposals:
(a) Proposals to amend the By-Laws may be initiated by the Board of Directors, a duly constituted committee of the Association, or by any voting member of the Association. Such proposals must be in writing and, if initiated by an individual member, they must be signed by at least five (5) voting members in good standing. Copies of proposed amendments shall be submitted to the Secretary for distribution to all members of the Association. Proposals to amend the By-Laws will then be presented to the membership at the next Annual Conference. Approval shall require a simple majority vote of the members in attendance and actually voting on the proposed amendment.
(b) Suspension of By-Laws - Any portion of the By-Laws of the Association may be suspended by a two-thirds (2/3) vote of those members present at a meeting of the Association.
12.1 A quorum for the conduct of business at meetings of the Board of Directors shall consist of a majority of those persons currently holding Board positions or their proxies.
12.2 A quorum for the conduct of business at general business meetings shall consist of ten percent (10%) of the number of members who have registered for the Annual Conference.