Virginia Public Health Association
Public Health is...

Connecting the voices of public health in Virginia

By-Laws

Amended and Restated Bylaws • May 7, 2010

ARTICLE I: Mission & Goals

  1. Mission and Goals. The vision and mission of the Corporation is to promote and seek to achieve significant improvements in public health practice and policy in the Commonwealth of Virginia, with specific goals to include without limitation: (i) help to develop a first-rate public health workforce that is engaged, informed and highly capable of improving public health in the Commonwealth of Virginia; (ii) serve and be generally perceived as an independent and trustworthy voice for public health issues in Virginia; (iii) develop and promote effective and promising strategies through collaborative leadership for improving public health in Virginia; (iv) generate and build public support for public health in Virginia, and (v) identify, develop and employ best practices for use by the Corporation is achieving its mission and goals.

ARTICLE II: Members

  1. Classes and Qualifications. The Corporation shall have such classes of membership as the Board of Directors may establish (and as may be modified by the Board of Directors) from time to time.
  2. Meetings. An annual meeting of the members shall be held at such time and place as the Board of Directors may determine by resolution, for the purpose of electing Elected Officers, as provided in Section 2 of Article IV hereof, and transacting such other business as may come before the meeting. Special meetings of the members may be called by the President, the Board of Directors or by a group of members constituting at least ten percent of the members of the Corporation, for the purpose of conducting and transacting such business as to which the meeting was called.
  3. Notice of Meetings. Written notice of the date, time and place of a meeting of the members shall be given by the Secretary of the Corporation to each member in good standing either by personal delivery or by mail to the address of such member as appearing in the records of the Corporation not less than ten days nor more than 60 days before the date of the meeting. In the case of a special meeting, such notice shall state the nature of the business for which the meeting is being called and only such business shall be conducted at the meeting.
  4. Waiver of Notice. A member may waive any required notice before or after the date and time stated in the notice, and such a waiver shall be equivalent to the giving of the notice. A member’s attendance at or participation in a meeting waives any required notice of the meeting to that member unless the member, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business there and does not thereafter vote for or assent to action taken at the meeting. The waiver of a member who does not attend or participate in the meeting must be in writing, signed by the member and filed with the minutes or records of the Corporation.
  5. Quorum. The presence at a meeting, in person or by proxy, of members in good standing constituting at least ten percent of the members of the Corporation then in good standing shall constitute a quorum for the transaction of business. If a quorum shall not be present at a meeting of the of the members of the Corporation, the members present may adjourn the meeting from time to time without notice until a quorum shall be present.
  6. Voting. Except as otherwise provided in these bylaws, the members shall have the exclusive right to vote on the election of the Elected Officers, as provided in Section 2 of Article IV hereof, and the amendment of the Articles of Incorporation and these bylaws. Except as otherwise provided in these bylaws, all other voting power shall be vested in the Board of Directors. A member in good standing may vote either in person or by proxy duly appointed by an instrument in writing signed by such member (or by the member’s duly authorized attorney-in-fact) and delivered to the secretary of the meeting before the vote is taken. If a quorum is present at a meeting of the members, the affirmative vote of a majority of the members in good standing present in person or represented by proxy and entitled to vote shall constitute the vote of, and shall be the act of, the members.
  7. Annual Dues. Annual dues for each class and category of membership shall be determined by the Board of Directors. For purposes of these bylaws, a member shall be considered “in good standing” if such member has paid all annual dues applicable to its membership category due and payable for the then current fiscal year.
  8. Privileges of Membership. A member in good standing shall enjoy all membership privileges of the Corporation corresponding to the class of membership to which such member belongs, which shall consist of such membership privileges as may be established by the Board of Directors from time to time, except that any member of a class of membership designated by the Board of Directors as “student members” shall not be eligible to serve as a member of the Board of Directors or as an officer or Regional Director of the Corporation.
  9. Termination of Membership. The Board of Directors may terminate the membership of any member (i) that is not in good standing and fails to pay all annual dues applicable to its membership category due and payable for the then current fiscal year within 30 days following notification of nonpayment by the Corporation, or (ii) as to which the Board of Directors determines has acted in a manner reflecting discredit upon to Corporation. The membership of any member terminated pursuant to clause (i) above, may be reinstated, provided such person or organization complies with the applicable eligibility requirements then in effect.

ARTICLE III: Directors

  1. General Powers. All corporate powers of the Corporation shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors.
  2. Number and Qualifications of Directors. The Board of Directors shall consist of a minimum of seven (7) individuals and a maximum of twenty (20) individuals, and each such individual must be a member in good standing as described in and subject to Article II hereof.
  3. Terms of Directors. The Board of Directors shall be divided into two groups as nearly equal as possible in number. Those Directors whose terms expire in the same year shall constitute a group. The terms of the groups shall be staggered such that neither group’s term expires on the same year as the other group. Directors shall serve two-year terms with Directors in each group elected every other year. Directors whose terms expire may stand for re-election provided that no Director may serve more than three consecutive two-year terms. When and if the number of Directors is changed, any increase or decrease in the number of Directors shall be apportioned between the groups to make them as nearly equal as possible in number. Notwithstanding the three term limitation described above, unless the Board of Directors determines otherwise, the immediate past President of the Corporation shall serve as a Director for as long as such individual is immediate past President, and such three term limitation shall not apply to a Director during any time that such individual serves as President or President-Elect of the Corporation.
  4. Election of Directors. Subject to Section 3 of this Article III and Section 9 of Article IV, and other than the Elected Officers elected by the members pursuant to Section 6 of Article II, Directors shall be elected by the Board of Directors annually at its meeting next following the annual meeting of the members, and may be elected at any other regular or special meeting of the Board of Directors. Vacancies on the Board of Directors occurring between annual meetings due to resignation, removal, death or otherwise may be filled by the Board of Directors at any regular or special meeting of the Board of Directors.
  5. Ex Officio Directors. Each of the Executive Director of the Corporation and a representative of the Virginia Department of Health, appointed by the Virginia Commissioner of Health, shall serve ex officio as a member of the Board of Directors. Such ex officio Directors shall have no vote on matters brought before the Board of Directors, but they may attend meetings and participate in discussions. Such ex officio Directors shall be subject to the resignation and removal provisions of these bylaws, but they shall not be considered Directors for other purposes of these bylaws including, but not limited to, determining the size of the Board of Directors, determining the presence of a quorum or the number of votes necessary to take a particular action or the limitation of Directors’ terms.
  6. Removal of Directors. A Director may be removed with or without cause by the Board of Directors when it determines, in its absolute discretion, that the removal of such Director will serve the best interests of the Corporation
  7. Meetings. An annual meeting of the Board of Directors shall be held at such time and place as the Board of Directors may determine by resolution, for the purpose of electing Directors and transacting such other business as may come before the meeting. Regular meetings of the Board of Directors shall be held quarterly or at such other frequency and at such time and place as the Board of Directors may determine by resolution. Special meetings of the Board may be called by the President or any group of Directors constituting at least 30 percent of the Directors then serving.
  8. Notice of Meetings. No notice of the annual meeting or any regular meeting of the Board of Directors shall be required. Notice of each special meeting shall be mailed to each Director’s residence or usual place of business at least three days before the date of the meeting or given by telephone, telecopy or electronic mail at least two days before the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or any waiver of notice of the meeting.
  9. Waiver of Notice. A Director may waive any required notice before or after the date and time stated in the notice, and such a waiver shall be equivalent to the giving of the notice. A Director’s attendance at or participation in a meeting waives any required notice of the meeting to that Director unless the Director, at the beginning of the meeting or promptly upon arrival, objects to holding the meeting or transacting business there and does not thereafter vote for or assent to action taken at the meeting. The waiver of a Director who does not attend or participate in the meeting must be in writing, signed by the Director and filed with the minutes or corporate records.
  10. Quorum. A majority of the Directors shall be necessary to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time without notice until a quorum shall be present.
  11. Participation in Meetings. The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting. Directors may not vote by proxy.
  12. Actions Without Meeting. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the actions so to be taken, shall be signed by all of the Directors before or after the action is to become effective. The Directors’ consent shall have the same force and effect as a unanimous vote.
  13. Compensation. Directors shall not be entitled to compensation by the Corporation for serving as a Director other than reimbursement for reasonable expenses incurred in connection with attending or participating in meetings or otherwise incurred on behalf of the Corporation.
  14. Conflicts of Interest. In the event a Director has a direct or indirect personal or business interest in a transaction involving the Corporation, such interest shall be disclosed to the Board of Directors. In such event, the interested Director will provide the Board of Directors with information reasonably necessary to inform the other Directors of the nature of such interest and the interested Director will not participate in any vote taken by the Board of Directors relating to such matter. Failure to comply with this Section 14 may result in the immediate removal of the interested Director from the Board of Directors in accordance with Section 6 of this Article III.

© 2000-2014 Virginia Public Health Association (VAPHA) -- All Rights Reserved
VAPHA • Richmond, Virginia

Powered by Wild Apricot Membership Software