ARTICLE I
NAME
This organization shall be known as the Southern Association of Cardiovascular and Pulmonary Rehabilitation (shall be known as SACPR), a nonprofit public benefit organization. The Southern Association area includes the States of Alabama and Mississippi. The SACPR is affiliated with the National Organization (AACVPR).
ARTICLE II
PURPOSE AND OBJECTIVES
Section 1:
Statement of purpose:
SACPR is dedicated to the professional development of its members through networking and educational opportunities designed to:
1) enhance clinical effectiveness of services
2) promote scientific inquiry
3) advance the knowledge of health professionals and the community at large related to cardiopulmonary rehabilitation
Section 2:
The purposes for which SACPR is organized are exclusively scientific and educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
Section 3:
Notwithstanding any other provision of these articles, this organization shall carry on any activities permitted to be carried on by an organization exempt from Federal Income Tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.
Section 4:
Objectives:
1) Enhance Clinical Effectiveness: develop a supportive learning environment that facilitates members and programs to implement evidence based guidelines and/or recommendation from our parent association, the American Association of Cardiovascular and Pulmonary Rehabilitation (AACVPR)
2) Promote Scientific Inquiry: create a supportive environment for ongoing and new research to advance the professional scope of cardiopulmonary rehabilitation and provide a forum for sharing results of individual and/or group projects and/or new research findings relevant to cardiopulmonary rehabilitation (e.g. publications, presentations, etc.).
3) Advance Knowledge:
Health Professionals:
a) conduct regularly scheduled workshops and /or meetings to keep members and other interested professionals abreast of current trends in cardiopulmonary rehabilitation
b) provide the infrastructure to encourage networking and communication among cardiopulmonary rehabilitation professionals (e.g. association website, communication tree, newsletter, e-mail or Internet discussion group, social events, etc.),
Community at large:
a) promote and increase public awareness of cardiovascular and pulmonary rehabilitation by developing informational resources and seeking opportunities to share with the media, community organizations, reimbursement agencies and other interested individuals or groups
b) facilitate a collaborative, professional relationship with individuals and/or groups connected with agencies and/or groups involved in decision- making policies.
ARTICLE III
ORGANIZATION
Section 1:
The Southern Association of Cardiovascular and Pulmonary Rehabilitation hereinafter referred to as the Association and officially abbreviated as SACPR, is a nonprofit public benefit organization established in 1989 between the States of Alabama, Arkansas, Louisiana, and Mississippi. In 1992 Louisiana officially affiliated with the National Organization and in 1994 Arkansas officially affiliated with the National Organization. The current Southern Association is between Alabama and Mississippi.
Section 2:
The principal office of the Association shall be located with the residence of the Treasurer.
Section 3:
The Association will have within its structure provisions for individual regions. The purpose of the regions is to enhance communication and educational opportunities with a goal of encouraging local involvement in SACPR and promoting future leaders within the Association.
Section 4:
A Board of Directors and an Executive Committee will administer the Association.
Section 5:
SACPR will pursue formal affiliation with any existing organization whose purposes and activities are consistent with those of the Association. Affiliations shall be established by the SACPR Board of Directors, and its equivalent of the affiliating organization. The affiliation may be dissolved by action of either organization.
ARTICLE IV
MEMBERSHIP
Section 1:
Membership in the Association shall be one of the following classes: Active Member, Associate Member, Student Member, and Special Member. Dues are established by the Board of Directors and may be changed at the board's discretion.
Section 2:
The Treasurer shall keep a roll of all current members.
Section 3:
Membership shall not be denied to anyone on the basis of race, color, religion, national origin, physical or mental handicap, age, gender, sexual preference, ancestry, or medical condition. Every applicant for membership shall meet one of the following minimum requirements:
Active Member:
An Active Member shall be any interested person who is a physician, medical scientist, allied healthcare practitioner (that may include but is not limited to: nurse, exercise physiologist, physical therapist, social worker, psychologist, dietitian or respiratory therapist) and who, in his or her professional endeavors, is actively involved in some aspect of cardiovascular and/or pulmonary rehabilitation.
Associate Member:
An Associate Member shall be any person with an interest in cardiovascular or pulmonary rehabilitation but not currently eligible for, or classified as a Professional Member or Student Member.
Student Member:
A Student Member shall be any interested undergraduate or graduate student currently enrolled in a college or university. A copy of current student ID must be included with registration form.
Special Member:
A Special Member may be a life member or honorary member.
Life Member:
A Life Member shall have demonstrated long term and dedicated involvement with the Association. Such membership shall be received upon recommendation of a member of the Board of Directors. Confirmation shall be by two-thirds vote of the Board of Directors. Life Members shall be exempt from association dues.
Honorary Member:
An Honorary Member shall have rendered distinguished service in the field of Cardiovascular/Pulmonary services. Such membership shall be received upon recommendation of a member of the Board of Directors. Confirmation shall be by two-thirds vote of the Board of Directors. Honorary Members shall be exempt from association dues.
Section 4:
Privileges and Benefits:
Active Members and Special Members shall be entitled to all privileges of the Association including all association services, communications and publications, and other such member benefits as the Board of Directors may specify from time to time. Associate Members, Student Members and Special Members shall be entitled to all privileges of the Association, except holding office and voting.
ARTICLE V
OFFICERS
Section 1:
The officers of the Association consist of the President, President-Elect, Immediate Past President, Member-At-Large, Treasurer, and State Representatives.
Section 2:
Officers shall be Active Members of the Association.
Section 3:
The Treasurer, and State Representatives shall be elected on schedules noted in the bylaws of the Association. Unexpired terms of office or vacancies therein, with the exception of President, may be filled for the remainder of the term by appointment of the President. The officers shall assume their official duties July 1 during an election year, in which their election has been certified. Service as President of the Association is limited to non-consecutive terms.
Section 4:
Any vacancy in the office of the President shall be filled for the unexpired term by the President-Elect.
Section 5:
During the temporary absence of the President, the President-Elect shall assume the duties of the President.
ARTICLE VI
EXECUTIVE COMMITTEE and BOARD OF DIRECTORS
Section 1:
Executive Committee
1.1 The Executive Committee consists of the administrative officers of the Association including the President, President Elect, Member-At- Large, Immediate Past President, Treasurer, and State Representatives.
1.2 The President of the Association shall be the Chairperson of the Executive Committee.
1.3 The Executive Committee performs routine administrative and corporate functions related to the concerns of the Association.
1.4 The Executive Committee shall meet at the calling of the President or upon written request of two other of its constituent members. Decisions of this committee shall be subject to the review of the Board of Directors.
1.5 A quorum for the transaction of business by the Executive Committee shall consist of a majority of the body. In the absence of a quorum, business may be transacted for either body by email/mail or phone vote.
Section 2:
Board of Directors
2.1 The Board of Directors, hereafter referred to as the Board, include the Executive Committee (President, President-Elect, Immediate Past President, Member-At-Large, Treasurer, and State Representatives), Medical Advisors, Chairpersons of standing committees, and other members who shall be elected or appointed by the Association President.
2.2 The President of the Association shall be the chairperson of the Board.
2.3 The Board shall be solely responsible for matters of policy, contractual obligations and approval of the annual budget.
2.4 The Board, in a given year, shall consist of not fewer than three or more than twenty members.
2.5 The elected Board Members not specifically serving as officers shall be of Member status and represent the specialty professional fields of the membership.
2.6 The Board shall implement its policies and conduct the business of the Association through the President. The President may delegate certain business activities to other officers as appropriate.
2.7 Elections shall be held each year. Members rotating off the Board may be nominated for a new Board term after one year's absence. The primary professional experience of each nominee shall be listed for the information of the voters.
2.8 The Board shall meet at least twice per year. One of these meetings shall be held at the regular Annual Meeting of the Association. Additional special meetings of either the Board or the Executive Committee may be called by the President or upon request of at least two additional Board Members.
2.9 In the event of a death, resignation or other action resulting in a vacancy among the Board, said vacancy shall be filled for the interim by a Member of the Association appointed by the President. The appointee shall serve until a new, duly elected Director shall be certified as elected. Elections to fill vacancies shall occur during the general election.
2.10 A Member of the Board or Executive Committee who is absent from a meeting of the Board or the Committee may designate another member to cast a proxy vote in his or her stead. The proxy vote must be submitted in writing by the absentee Member and deposited with the President or a designee before the vote is taken.
Section 3:
Conflict of Interest
An Officer or Member of the Board may not take any action in their official capacity with the Association in any matter in which their impartiality might reasonably be questioned, including but not limited to instances in which they have a personal interest in the matter, whether direct or indirect, and whether financial or otherwise. However, an Officer or Board Member may act in such a matter if the majority of the Board of Directors gives its approval after full disclosure by the Officer or Director of the fact.
ARTICLE VII
COMMITTEES
Section 1:
The standing committees of the Association shall be: Executive, Membership & Nominating, Program & Professional Education, Health Policy & Reimbursement, and Communication.
Section 2:
The President may appoint or dissolve ad hoc committees as necessary. Ad hoc chairpersons shall not have voting rights.
Section 3:
The chairpersons of standing committees shall hold office until their qualified successors have been duly appointed by the President at the end of their term or upon their resignation.
Section 4:
The Committee Chairperson, in consultation with the President and Executive Committee, shall appoint all committee members. Committees should consist of at least three active Members.
Section 5:
Committee chairpersons shall report, when requested, at meetings of the Board and of the Executive Committee.
Section 6:
The Chairperson or a member of the committee designated by the Chairperson shall represent the committees at the meetings of the Board. Only those Chairpersons who are members of the Board shall have Board voting rights.
ARTICLE VIII
FUNDS
Section 1:
The funds of the Association shall be derived from members, as fixed by the Board, as well as from endowments, gifts, grants, bequests and such other sources as the Board sanctions.
Section 2:
Funds shall be dispersed as per approval of the Executive Committee and Board (e.g. Travel expenses, supplies, mileage, etc.). Mileage shall be reimbursed at the current rate allowed by law.
Section 3:
The fiscal year of the Association shall be July 1 to June 31 of any given year.
ARTICLE IX
MEETING
Section 1:
An Annual Business Meeting of the Association shall be held to conduct corporate business, to certify the election of officers and for other such business as the Board of Directors may designate.
Section 2:
The Association shall conduct an Annual Conference which shall include continuing education and research sessions on scientific, clinical and professional topics pertinent to the field of cardiovascular and pulmonary rehabilitation. Attendance at this conference shall be open to all, whether members of the Association or not.
Section 3:
The Program and Professional Education Committee shall make arrangements for the Annual Meeting, including selection/approval of date and location.
ARTICLE X
AMENDMENTS
Amendments to the Constitution may be initiated by a proposal signed by at least five (5) MEMBERS in good standing; said proposal shall be delivered to the President in writing at least four months prior to the Annual Meeting. Within thirty days thereafter, the President shall mail notice of the proposed amendment to the Members of the Association. Amendments may also be initiated by a majority vote of the Board at least thirty (30) days prior to the Annual Association Meeting. In such a case, the President shall notify members of the proposed amendment with the information routinely distributed to them concerning candidates for election to the Association Offices and to the Board. The President shall present the proposed amendment to the Members for vote as part of the Offices and Board ballot. A two-thirds affirmative vote by members attending the Annual Association meeting shall be required to adopt any amendment.
ARTICLE XI
DISSOLUTION
Section 1:
The Association shall not be dissolved while twenty (20) MEMBERS in good standing dissent. No proposal for dissolution shall be considered unless four (4) weeks notice in writing is given each member of the Board.
Section 2:
In the event of the Dissolution of the Association, its assets shall be distributed to an organization or organizations engaged in activities similar to those for which this Association was established, provided that such organization or organizations are exempt from taxation under regulations of the United Stated Internal Revenue Service (under section 501 (c)(3) of the Internal Revenue Code of 1986 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, State, or local government for exclusive public purpose. The Board shall be responsible for selecting the organization or organizations in accordance with the stipulations contained in this section.
Section 3:
Intent to dissolve and Articles of Dissolution shall be filed with the Internal Revenue Service, pursuant to the Not-for-Profit Organization status.
This Constitution and By-Laws of the Southern Association of Cardiovascular and Pulmonary Rehabilitation has been duly reviewed, revised and adopted by a vote of the Board of Directors.
Original Date of adoption: November 11, 1989
Revised Date of adoption: April 7, 1990
Revised Date of adoption: September 1998
Revised Date of adoption: June 3, 2000
Effective Date of this adoption is: May 21, 2002
Revised Date of adoption: June 18, 2004
Revision April 15, 2010
Revised Date of this adoption: March 25, 2011
Effective Date of this adoption is: March 25, 2011
Signed:
President, 2010-2011
President-Elect, 2010-2011
Member-At-Large, 2010-2011
Treasurer, 2010-2011
Immediate Past President, 2010-2011
Alabama State Representative, 2010-2011
Mississippi State Representative, 2010-2011