Purposes and Activities
Section 1.01: Corporate Status. The Association of Reproductive Health Professionals (the "Association") was incorporated on August 4, 1988 as a District of Columbia nonprofit corporation.
Section 1.02: Corporate Purposes. The Association is organized exclusively for charitable and educational purposes, including professional and public education on matters of reproductive health, including (but not limited to), education, research, counseling, and medical services related to human sexuality, contraception, abortion, menopause, sexually transmitted diseases, HIV/AIDS, urogenital disorders, reproductive cancers, reproductive genetics, infertility and new health technologies. The Association subscribes to the following statement adopted by the United Nations World Population Conference held in Bucharest in 1974: "All couples and individuals have the basic human right to decide freely and responsibly the number and spacing of their children and to have the information, education, and means to do so."
Section 1.03: Independence. In carrying out its programs, the Association accepts individual and organizational contributions, including unrestricted educational grants, from foundations, corporations, government agencies, and others. ARHP follows the letter and spirit of guidelines for independence between funders and health care provider education, including but not limited to guidelines established by the Accreditation Council for Continuing Medical Education (ACCME), and guidance documents developed by the U.S. Food and Drug Administration (FDA) and the Office of the Inspector General (OIG) at the U.S. Department of Health and Human Services (DHHS). ARHP does not promote commercial products or services and independently makes all program and policy decisions.
Section 1.04: Limitations on Activities. Consistent with its charitable and educational status, (a) the Association shall not participate in or intervene inany political campaign on behalf of, or in opposition to, any candidate for public office; (b) no part of the Association's net earnings shall accrue or inure to the benefit of officers, directors or other private persons, except that it is authorized and empowered to pay reasonable compensation for services rendered and otherwise to make payments and distributions in furtherance of its charitable and educational purposes; and (c) the Association shall take only actions permitted an organization exempt from taxation under §501(c)(3) of the Internal Revenue Code ("the Code") and pertinent Income Tax Regulations, as amended and as they may be amended.
Section 2.01: Classes of Membership.
(a) Individual Members. The Association's Individual Members shall include those professionals with expertise in reproductive health who (1) affirm that they agree with the Association's principles and purposes and wish to become members of the Association; (2) pay reasonable dues as determined from time to time by the Association's Board of Directors ("the Board”); and (3) comply with other reasonable requirements adopted by the Board.
(b) Life. The Association's Life Members shall include those persons previously granted such status and those who meet such qualifications as part of the policy and procedures of the organization and comply with such requirements as the Board may establish from time to time. Life members enjoy full member benefits.
(c) Honorary Members. The Board may grant Honorary Membership to persons who have made outstanding contributions in reproductive health or related fields. Honorary members do not have voting benefits of membership.
Section 2.02: Application for Membership. Membership shall automatically be granted to those applicants meeting the requirements established by or pursuant to these Bylaws. The Board's Membership Committee shall review applications for membership which do not clearly meet these requirements, shall conduct any necessary inquiries, and pursuant to a procedure approved by the Board, may act for the Board in accepting or rejecting these applications for membership.
Section 2.03: Loss of Membership. Membership in the Association shall be terminated when a majority of the Board's total membership determines, after written notice, that, either by failure to support or active opposition to the Association's principles and purposes, a Member is no longer in compliance with the requirements for membership. Membership in the Association shall lapse automatically upon failure to pay dues as assessed following final notice sent to the Member's last known address.
Section 2.04: Member Rights. Members shall have only those rights as expressly provided by law, these Bylaws as they may be amended from time to time, or by Board resolution.
Membership Meetings and Voting
Section 3.01: Annual Meeting. The Association's membership shall hold an Annual Meeting each year, to be held at a place designated by the Board at least six months in advance. Notice of the Annual Meeting shall either be mailed to the last known address or sent by e-mail to the last known e-mail address of each member two months prior to the date of the meeting. The requirements of this Section are subject to reasonable modification if any emergency or extenuating circumstances warrant shorter time periods.
Section 3.02: Special Meetings. Special Meetings of the Association's membership may he called by the Board or by written request of ten percent of the Association's members. Written notice of a Special Meeting of the Association shall be given all Members by those calling the meeting and shall be designed to be received at least two weeks before the meeting unless an emergency warrants shorter notice.
Section 3.03: Quorum, Majority Vote. Each voting member present at a duly called membership meeting may cast one vote and these voting members present shall constitute a quorum. Honorary Members may not vote. All actions at a duly called membership meeting shall be by vote of a majority of the Individual and Life Members present and voting unless otherwise required by these Bylaws or by law.
Section 3.04: Mail Ballot. Membership action on any matter, including but not limited to elections and Bylaw amendments, may be conducted by voting, with a ballot and explanatory information sent to each current Individual or Life Member's last known address by first class mail, email address or equally expeditious means. The ballot may be initiated as provided for in Section 3.02 and shall be deemed to comply with Section 3.03. Members shall be given a ballot return date at least two weeks from the date of the notice to return the ballot, unless a majority of the Board's total membership determines that an emergency warrants a shorter time period, which shall not be less than three business days after Members actually receive the ballot and explanatory information. Membership action shall be by a plurality of those ballots actually received by the Association on or before the return date, unless these Bylaws or law require some greater proportion for action.
Board of Directors
Section 4.01: Responsibility and Conflicts of Interest. The Board shall establish overall policy and operational priorities, hire, evaluate, and terminate the President, and approve operational budgets. Each Director shall support and affirm the Association's purposes and programs, and shall promptly disclose to the Board any actual or potential conflict of interest, real or apparent, disqualify him/herself from voting in regard to matters involving actual and substantial conflicts, and abide by other pertinent Board rulings regarding conflicts.
Section 4.02: Board Size. There shall be no fewer than nine nor more than thirteen Directors, as the Board may determine from time to time. Among these Directors shall be the Association's Chair and Chair-Elect or Immediate Past Chair elected pursuant to Section 5.03 of these Bylaws. Additionally, the Chair of the National Medical Committee of the Planned Parenthood Federation of America, Inc. ("PPFA”) shall serve as an ex-officio Director with vote, and PPFA's Vice-President for Medical Affairs shall be an ex-officio Director without vote.
Section 4.03: Term. The terms of the Chair, Chair-Elect or Immediate Past Chair, and PPFA ex-officio directors shall be concurrent with the period they hold those positions. All other Directors shall be elected for four-year terms, with terms allocated so that one-third of the Board's total membership (or as close thereto as practicable) is elected each year, and these Directors may be elected for a maximum of two sequential terms Directors shall hold office until their successors are elected and qualify.
Section 4.04: Election of Directors.
(a) The Nominating Committee will present to the membership a proposed slate according to the procedure specified in Subsection 4.04(b).
(b) At least three months prior to the Association's Annual Meeting, the Secretary shall circulate to the membership an election announcement, along with the Nominating Committee's proposed slate of Directors and any Officers to be elected by the Membership that year, each of whom shall be a member in good standing of the Association and shall have agreed to serve if elected. Any four Members, by writing to the Secretary no less than two months and two weeks before the Annual Meeting, may choose additional nominees for inclusion on the ballot, provided the person so nominated is a Member in good standing of the Association and agrees in writing to serve if elected. The final ballot, including a brief description of each nominee, shall be submitted to the membership two months prior to the Annual Meeting. All ballots received by the Association three weeks prior to the Annual Meeting shall be tabulated and the results announced at the Annual Meeting and in the Association's next written membership communication. Election shall be by a plurality of votes cast.
Section 4.05: Vacancy and Removal. In the case of a vacancy, the Board, by a majority of the Board's total membership, may elect a Director to complete the unexpired term, which shall not be deemed a full term for purposes of Section 4.03. Any Director may be removed or suspended by a vote of two- thirds of the Board's total membership whenever, in their judgment, the best interest of the Association will be served thereby.
Section 4.06: Meetings. There shall be at least two meetings of the Board each year, one of which shall be in conjunction with the Association's Annual Meeting and the other held in the spring or summer. Additional Board meetings may be called by the Board Chair or by written request of one-quarter of the Directors, at times and places selected by the caller(s). Written notice of meetings shall be given to all Directors and officers and shall be designed to be received at least two weeks before meetings unless an emergency warrants shorter notice.
Section 4.07: Quorum. A majority of the Board's total voting membership shall constitute a quorum.
Section 4.08: Board Action. When a quorum is present at a duly called Board meeting, all actions shall be by vote of a majority of those present unless otherwise required by these Bylaws or by law. When fewer Directors than necessary to constitute a quorum are present for a duly called Board meeting, a meeting of the Executive Committee may be convened without further notice, at which non-Executive Committee Directors may attend and participate, without a vote
Section 4.09: Conference Calls. One or more Directors may participate in a Board meeting by means of conference telephone call or other available technology whereby all participating Directors can communicate with one another simultaneously. Participation in a meeting pursuant to this section shall constitute presence for the purposes of Section 4.06 and 4.07.
Section 4.10: Board's Total Membership and Requirement of Writing.
Reference in any Bylaw to "the Board's total voting membership" shall mean the total number of Directors with voting rights actually in office at a particular time, not the number of Directors authorized or permitted by these Bylaws or by other corporate action or policy. Any Bylaw which refers to a document or action "in writing" or "by written request" shall be broadly interpreted to include documents created by handwriting, typing, word processing, etc. and delivered in person, or by mail, facsimile, electronic mail, or by any other method commonly employed in modern business offices.
Section 5.01: Title. Corporate Officers shall include a President, Chair, Chair-Elect or Immediate Past Chair, Secretary, Treasurer, and such other officers and assistant officers as the Board from time to time may authorize or appoint. Except as provided elsewhere in these Bylaws, appointment or election to a corporate office does not convey membership on the Board of Directors.
Section 5.02: Terms. The Chair, Secretary, and Treasurer shall serve two-year terms. The Chair-Elect and Immediate Past Chair shall serve a one-year term. The President and such other officers as the Board, from time to time, authorizes or appoints shall serve at the will and pleasure of the Board. Each Officer serves until resignation, death, removal, or election and qualification of his/her successor and shall discharge the duties specified in Section 5.04, subject to modification by Board-adopted resolution, rule, or policy.
Section 5.03: Election. The Chair-Elect shall be elected by the members every two years according to the procedure specified in section 4.04 and shall become Chair on January 1 st of the election term. If, for any reason, a Chair-Elect is unable to serve as Chair, the Chair shall be elected by the Members pursuant to Section 4.04. The Secretary and Treasurer shall be elected by the Board, and any other Officers shall be elected by the Board or appointed as authorized by the Board.
Section 5.04: Duties.
(a) Chair. The Chair shall preside at all Association, Board, and Executive Committee meetings, appoint all committees, and serve as the primary Board liaison with the President. The Chair shall be a member of all committees, except that the Chair may not accept honoraria for service on any committee.
(b) Chair-Elect and Immediate Past Chair. The Chair-Elect and Immediate Past Chair shall perform the duties of the Chair in the latter’s absence or disability. The Chair-Elect shall familiarize him/herself with the executive functions of the Association. The Immediate Past Chair shall be available for consultation and to provide assistance to the Chair.
(c) Secretary. The Secretary shall attest to corporate actions as necessary, assure accurate reporting of meetings and maintenance and safeguarding of minutes, corporate documents and Association records.
(d) Treasurer. The Treasurer shall review and present the Association's financial statements, regularly report on the Association's financial condition to the Board, and assure the safeguarding of the Association's assets. If a Finance Committee is established, the Treasurer shall serve as its Chair.
(e) President. The President is a Director and shall serve at the will and pleasure of the Board. The President may attend and participate in all Board and Committee meetings except executive sessions involving his or her status or performance. The President shall serve as the Association's Chief Executive Officer and shall be responsible for hiring, overseeing, and terminating staff, raising funds for established Association projects, and carrying out the Association's programs, all subject to such policies, rules, and resolutions as the Board may adopt from time to time.
Section 5.05: Vacancies. Any office that becomes vacant shall be filled by vote of a majority of the Board's total voting membership.
Section 5.06: Removal or Suspension. Any Officer may be removed or suspended in the best interests of the Association. A vote of two-thirds of the Board's total membership shall be required for removal or suspension of the Chair or Chair-Elect. Other Officers may be removed or suspended by a vote of the majority of the Board's total membership.
Section 6.01: Executive Committee. The Chair, Chair-Elect or Immediate Past Chair, Secretary, Treasurer, President and one other Director elected by the Board shall serve as the Executive Committee and shall exercise the Board’s powers as necessary between Board meetings (except powers specifically reserved to the Board or membership by law, these Bylaws, or resolution approved by a majority of the Board’s total membership). The Board, in its discretion, may add Directors or officers to the Executive Committee from time to time, who shall serve until removed or replaced. The executive committee conducts regular performance reviews of the President and reports its findings to the entire board.
Section 6.02: Other Standing Committees. The Chair shall appoint the following standing committees, each of which shall have at least three members.
(a) Membership. The Membership Committee shall consist of three or more Directors and shall exercise Board power only to the extent necessary to accept or reject applications for membership pursuant to Section 2.02 of these Bylaws. The Membership Committee shall also work with the President to develop and implement membership recruitment efforts.
(b) Nominating. The Nominating Committee shall meet at least four months before the Annual Meeting to develop a proposed slate of Directors for circulation to the Association's membership.
(c) Education. The Education Committee shall advise the Executive Committee, the President, and appropriate staff members regarding the organization's educational priorities and direction, including topics, content, and format of educational programs developed by the Association.
(d) Personnel. The Personnel Committee shall conduct the annual review of the President and report to the entire Board, direct the President to draft such personnel policies as the Committee determines to be necessary and review said policies, recommending their passage to the Board, and shall serve as the grievance committee for personnel matters.
Section 6.03: Additional Committees. The Board from time to time may establish, and the Chair may appoint members to, one or more other special committees.
Section 6.04: Meetings, Quorum, Majority Vote. Committees shall meet, either in person or as provided for in Section 4.10, as directed by the Board or, upon reasonable notice, by the call of the Committee Chair or by written petition of one-third of the Committee Members with voting rights. A majority of such Committee Members shall constitute a quorum. When a quorum is present at a duly called committee meeting, all actions shall be by a vote of a majority of those present unless otherwise required by these Bylaws or by law.
Except as the Board may specifically authorize, (a) no Member or Director (other than a specifically authorized Officer) shall have the capacity or right to transact business, incur debts, liabilities, or any other obligation in the Association's name or on the Association's behalf, and (b) no Member or Director shall be the agent or principal of, or be bound individually by, the Association, (c) nor shall a Member or Director hold him or herself out as the Association's agent or principal, whether to the general public, commercial supporters, or within the Association, unless specifically authorized to act in such capacity.
Liability and Indemnification
Section 8.01: Liability. To the extent allowed by law, no Officer or Director shall be personally liable to the Association or for monetary damages for breach of fiduciary duty. Nothing herein, however, shall limit the liability of any Officer or Director for gross negligence or misconduct. Misconduct shall be defined as any (a) act or omission not in good faith, or which constitutes a knowing violation of law or these Bylaws, or (b) any transaction from which the Officer or Director derived an improper personal or business benefit.
Section 8.02: Indemnification. The Association shall indemnify, to the maximum extent allowed by law, each former and current Officer, Director, or corporate employee for expenses and costs (including attorney's fees) actually and necessarily incurred in connection with any claim asserted against such person by reason of being or having been an Officer, Director, or corporate employee, except in relation to matters involving such person's actual gross negligence or misconduct as defined in Section 8.01.
Compliance with Law
The Association's Officers and Board are authorized and directed to take all steps necessary to assure that the Association operates and transacts its affairs in full compliance with all applicable provisions of law.
Upon dissolution, the Board, after paying or making provision for payment of all liabilities, shall adopt a plan to dispose of the Association's assets in such a manner, or to such organizations described in Section 501(c)(3) of the Code, as the Board determines to be consistent with the Association's purposes and with applicable provisions of law. If required by law, the dissolution and distribution plan shall then be submitted to a vote of the Association's Members.
Amendments of Bylaws
These Bylaws may be amended or repealed in whole or in part bya vote of two-thirds of the Members responding to a mail or electronic ballot or by two thirds of the members voting at a duly called membership meeting.
To the extent they are applicable and not inconsistent with these Bylaws and applicable law, Roberts' Rules of Order (as most recently revised) shall govern the Association's meetings.
As Secretary of the Association of Reproductive Health Professionals, I hereby certify that the above Bylaws were adopted by the Association's membership by mail ballot in August 2001 and are still in effect.