ASSOCIATION FOR PROFESSIONALS IN INFECTION CONTROL AND EPIDEMIOLOGY, INC.

 

 

SOUTHERN NJ

 

CHAPTER 11

 

ORIGINAL BYLAWS                                                            DATE:  MONTH DAY YEAR

 

            REVISION #1                                                                         DATE 12/11/79

            REVISION #2                                                                         DATE 1/10/80

REVISION #3                                                                         DATE 5/10/80

REVISION #4                                                                         DATE 9/1/84

REVISION #5                                                                         DATE 11/7/84

REVISION #6                                                                         DATE 3/29/85

REVISION #7                                                                         DATE 6/1/85

REVISION #8                                                                         DATE 2/16/89

REVISION #9                                                                         DATE 6/20/91

REVISION #10                                                                       DATE 12/17/92                      

REVISION #11                                                                       DATE 9/21/94

REVISION #12                                                                       DATE 12/15/94

REVISION #13                                                                       DATE 9/21/95

REVISION #14                                                                       DATE 1/18/96

REVISION #15                                                                       DATE 2/19/97

REVISION # 16                                                                      DATE 9/17/98

REVIEWED, BUT NOT REVISED                                         DATE 12/20/99

REVISION #17                                                                       DATE  9/21/00

REVISION # 18                                                                      DATE 10/21/01

REVIEWED #19                                                                     DATE 3/20/02

REVISION #20                                                                       DATE 3/20/03

REVISION #21                                                                      DATE 12/18/2008

REVISION #22                                                                       DATE 12/09/2009

NAME CHANGED TO ________________________         DATE 

            DISBANDED________________________________         DATE

 

 

CHAIRPERSON, BYLAWS

            NAME                         Jacqueline R. Breuer RN CIC

            WORK ADDRESS     CentraState Medical Center

                                                901 West Main Street

                                                Freehold, New Jersey 07728

            WORK PHONE NUMBER   732-294-2774

            FAX NUMBER                       732- 866-1617

            HOME PHONE NUMBER     732-616-4710

 

 

 

 

 

ASSOCIATION FOR PROFESSIONALS IN INFECTION CONTROL AND EPIDEMIOLOGY, INC.

 

 

 

APIC BYLAWS

 

Southern New Jersey

Chapter 11

 

 

DATE OF REVIEW/REVISION 12/09/09

 

 

POSITION      Chapter President

NAME             Nancy Szilagyi

ADDRESS        Capital Health System

                         161 Franklin Corner Road Apt H4

                         Lawrenceville, NJ 08648-2517                          

PHONE           609-394-6121 ext. 7462

INITIALS        NS

 

 

POSITION       President Elect

NAME             Caren Anuszewski, BSMA CIC

ADDRESS        Robert Wood Johnson University Hospital Hamilton                 

                          7 Rolling Lane   

                          Hamilton Square, NJ 08690     

PHONE            609-584-6596

INITIALS        CA

 

 

POSITION       By-Laws Chairperson

NAME             Jacqueline R. Breuer RN CIC

ADDRESS      CentraState Medical Center

 901 West Main Street

 Freehold, New Jersey 07728   

 PHONE          732-294-2774

INITIALS        JB

 

 

 

 

 

ASSOCIATION FOR PROFESSIONALS IN INFECTION CONTROL AND EPIDEMIOLOGY, INC.

 

SOUTHERN NEW JERSEY CHAPTER NO 11.

 

 


 

 

 

ARTICLE 1 - NAME AND SEAL

Section 1.  Name


 

The name of this organization is the Association for Professionals in Infection Control and Epidemiology, Inc., Southern NJ, hereafter referred to as APIC Southern NJ Chapter 11 or as APIC Chapter 11 or the Chapter.


 

 

Section 2.  Seal

The seal of the National Association “APIC” or “Association” shall be a circular impression seal with the words "Association for Professionals in Infection Control and Epidemiology, Inc., Massachusetts 1987" affixed thereto.

 

 

ARTICLE II - PURPOSE, MISSION, AND GOALS

Section 1.  Purpose

The association for Professionals in Infection Control and Epidemiology, Inc. is a multidisciplinary, voluntary, international organization whose purpose is to improve health serving the needs and aims of all disciplines that are united by infection control and epidemiology activities.

 

Section 2.  Goals

A.        To direct, support and improve the practice and management of infection control and the application of epidemiology.

B.         To position APIC as the leader in the practice of infection control and the application of epidemiology.

C.         To ensure that APIC’s mission is supported by its resources and activities.

D.        To support the APIC public policy efforts

 

ARTICLE III - TAX STATUS

 

Section 1.  Tax Status

The Association for Professionals in Infection Control and Epidemiology, Inc. (APIC) is an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or a successor statute. APIC is organized exclusively for educational, charitable, scientific and literary purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code.

 

ARTICLE IV - MEMBERSHIP

Section 1.  Privileges

A.        Membership in the Association is a privilege and is achieved by compliance with these bylaws.

 


 

B.         Categories

            1.         Active Membership

Active members shall be individuals occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology.  Such members may vote in elections, serve on committees, and hold elected office.

 

2.         Associate Membership

Associate members shall be individuals not actively involved in the practice and management of infection control and/or application of epidemiology.  Such members may not vote nor hold elected office.

 

3.         Retired Membership

Retired members shall be individuals who are no longer employed in any capacity and who have had five consecutive years of Active or Associate APIC membership prior to retirement.  Retired members may not vote nor hold elected office; however, they may serve in appointed capacities.

 

4.         Honorary Membership

Honorary members shall be individuals elected to this category by the National Board of Directors in recognition of their contribution to the field of infection control or to the National Association.  Such members serve APIC in any manner mutually agreeable to themselves and the Board, but may not vote or hold office.

 

5.         Lifetime Membership

Lifetime members shall be members elected to this category by the National Board of Directors in recognition of their contribution to the field of infection control and /or epidemiology or to the association. Lifetime members are those individual who are currently or have been occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology. Such members may vote in elections, serve on committees and hold elected office.

 

6.         Patron Membership

Patron members support the efforts of APIC to improve, influence and support the quality of health care through the practice and management of infection control and the application of epidemiology in all health settings. Patron member companies are entitled to list up to 10 individuals as patron associates. Patron members cannot vote or hold elected office.

 

C.         Membership Renewals

 

            Membership shall be based on the anniversary year.

 

D.        Membership in Local Chapters

All members of the Local Chapters of the Association must also be members of the National Association and Active members of the National Association are the only persons eligible for Active member status in the Chapter.

 

Section 2.  Fiscal Year

 

            The fiscal year shall be the calendar year.

 

Section 3.  Dues

A.        Membership

1. Dues for each calendar year shall be determined by the Board of Directors.

                         2. Local Chapter membership dues shall not exceed those of the National Association.

                        3. All dues shall be remitted according to Board policy.

                        4. Membership cards shall be issued contingent upon receipt of current dues.

B.           Honorary and Lifetime Membership

                        Honorary and Lifetime members shall be exempt from dues.

C.           Patron Membership

The Board of Directors shall determine the minimum contribution for Patron membership.

 

 

Section 4.  Termination

A.        If the dues of any member are not paid in accordance with the policies of the Chapter, membership shall be automatically terminated.

B.                 In the event a Chapter member ceases to be a member of the National Association, membership in the Chapter shall also automatically terminate.

C.                 Any member may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office, whenever, in its judgment, the best interests of the Chapter would be served thereby.  Such member, to be removed, shall be given notice of said meeting, at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision.

D.                 The Board of Directors may provide for subsequent reinstatement.

 

ARTICLE V - MEETINGS OF THE MEMBERSHIP

 

Section 1.  Meetings

A.        Annual Meetings


 

The annual business meeting of this organization shall be held on the Third Thursday in October or at such time as directed by the Board of Directors.


 

B.         Quorum

            Those members present at the annual business meeting shall constitute a quorum.

 

 

ARTICLE VI – OFFICERS

 


 

Section 1.  Composition

The officers shall be a President, a President-Elect, a Treasurer, Recording Secretary, Legislative Chair and Membership Chair. These officers shall perform the duties prescribed by these bylaws, perform those duties as usually pertain to their respective offices, and perform those duties prescribed by the Board of Directors. All officers will serve for two years.

 

Section 2.  Duties

A.     President

1.         Shall be directly responsible to the Board of Directors for the administration of the

            organization.

2.         Shall delegate committee activities and appoint members to committees as necessary

            with Board approval.

3.         Shall preside at all Board meetings of the Chapter.

4.                   Shall preside at all business meetings of the Chapter.

5.                   Shall serve as liaison to the National APIC and report regularly all pertinent information to the membership.

6.                   Shall provide an agenda for each business meeting.

 

B.  President-Elect

1.         Shall prepare to assume the office of President.

2.                     Shall fill the office of President should that office become vacant and subsequently fill the office of President for a regular term as is entitled the President-Elect.

3.                     Shall serve as chairperson of the Education/Program committee.

4.                     Shall assist the President in preparation of the business meeting agenda.

C.  Treasurer

1.         Shall oversee and be responsible for the management of the financial affairs of the Chapter.

2          Shall oversee the preparation of periodic financial reports for the Board.

3          Shall review financial affairs of the Chapter as necessary with legal counsel and/or accountant.

4.         Shall oversee the preparation of the annual budget and present it to the Board of Directors.

5.         Shall be a member or consultant to any committee having to do with the Association’s monies.

6          Shall be bonded through the National Association.

 

E.                  Recording Secretary

1.                   Shall be responsible for the accurate recording and transcribing of the minutes of all Chapter and Board of Directors meetings.

2.                   Shall be responsible for the writing and distribution of the meeting agendas with courtesy copies to the President and the Education/Program committee chair.

3.                   Shall submit all minutes to the Board of Directors in accord with established procedure.

 

F          Membership Chair

1.                   Shall maintain accurate records of the paid membership and distribute the membership list annually.

2.                   Shall be responsible for all correspondence related to membership.

3.                   Shall be chairperson of the Membership committee.

 

G.         Legislative Chair

            1.          The chairman of the Legislative committee will be appointed by the Executive      

                           committee to serve for a term of two years. The chairman of the committee will be a

                           member of the Board of Directors.

2.                   The legislative committee will consists of three members, the chairman, a committee

member and the immediate Past President.

3.                   The Legislative committee will be responsible for monitoring any legislative issues that

             will effect the membership or the practice of Infection Control. The committee will

             present a monthly report to the President.

 

 


 

Section 3.  Terms of Office

A.        The President shall serve for a term of two years or until a successor has assumed office.

B.         The President-Elect shall serve for a term of two years or until a successor has assumed

             office.

C.         The Secretary shall serve for a term of two years or until a successor has assumed office and shall be elected in the even-numbered years.

D.        The Treasurer shall serve for a term of two years or until a successor has assumed office and shall be elected in the even-numbered years.

E.         The Membership chair shall serve for a term of two years or until a successor has assumed office and shall be elected in the even-numbered years.

F.         The chairman of the Legislative committee shall serve for a term of two years

G.         The By-Laws chairman shall serve for a term of two years

H.        No officer nor director shall serve more than two consecutive terms in the same office.

I.          All terms of office shall begin at the first Board of Directors meeting of the calendar year.

 

Section 4.  Qualifications

A.        The President-Elect shall have automatically succeeded to the Presidency after having held the office of President-Elect the preceding year.

B.         The President-Elect shall have served at least one year as a member of the Chapter Board of Directors prior to assuming the office of President-Elect.

 

Section 5.  Vacancies

If any office becomes vacant, it may

A.        Remain vacant until the next election.

B.         Be filled by appointment by the Board of Directors for the unexpired term.

 

Section 6.  Removal

Any officer, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Chapter would be served thereby.  The officer, to be removed, shall be given notice of said meeting, at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision.

 

ARTICLE VII - BOARD OF DIRECTORS

 

Section 1.  Composition

The Board of Directors shall consist of the President, President-Elect, Treasurer, Recording Secretary, the immediate Past President, and no less than five and no more than thirteen directors.

 

The Board of Directors shall consist of the following member's elected by the membership to begin serving terms in the following calendar year.

 

                                                            Begin service in

 

President                                              odd years

President-Elect                                     odd years

Treasurer                                              even years       

Recording Secretary                           even years

Past President                                       odd years

Membership Chair                                even years

By Laws Chair                         odd years

Member at large                                   odd years                    

Program Chair                                      even years

Nominating and Awards Chair              Appointed annually from the elected members of the nominating committee

Legislative                                            Appointed by the executive committee for a term of      two years

 

Section 2.  Terms

A.        The Board of Directors shall serve a term of two years or until a successor has assumed office. They shall be elected on a rotating basis with no less than four and no more than six elected each year.

B.         The immediate Past-President shall serve as a director for two years upon completion of the term of office of President and become a member of the Legislative committee.

 

Section 3.  Duties

A.        The Board of Directors shall be the governing body of the Chapter and shall establish policy for conducting the business and management functions of the Chapter.

B.         The Board of Directors reviews committees and officers reports and makes recommendations concerning committee activities.

C.         The Board of Directors authorizes the official acts of the elected officials and  

             committees.

D.        The Board of Directors approves the slate of candidates for the ballot.

 

Section 4. Board Meetings

A.        Meetings shall be held a minimum of twice yearly at the discretion of the Board of Directors or upon the call of 2 or more of the Board of Directors.

B.         Dates, notices, and agenda shall be according to the policy set by the Board of Directors.

C          A minimum of fourteen days notice shall be required prior to a Board of Directors

             meeting.

D.         Two-thirds (2/3) of the Board of Directors shall constitute a quorum.

 

 

 

Section 5.  Removal

Any Director, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Chapter would be served thereby.  The Director, to be removed, shall be given notice of said meeting at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision.

 

ARTICLE VIII – ELECTIONS

 

Section 1.

Elections shall be held annually prior to the beginning of the terms of office.

 

Section 2.  Voting

A.        Only Active members may vote.

B.         Voting shall be by the general membership annually at the October business meeting.

C.         A majority vote shall elect when there are less than three candidates.

D.        A plurality vote shall elect when there are three or more candidates.

E.         Tie votes shall be broken by drawing lots.

 

Section 3.  Tellers

A.        The Nominating committee will serve as the Teller’s committee.

B.         Shall count the ballots in accord with established procedure approved by the Board of

             Directors.

C.         Shall submit to the Board of Directors a written analysis of ballots cast and the number cast for each candidate.

D.        Shall not be eligible to run for any office while serving on the Teller’s committee.

 

Section 4.  Eligibility of Candidates - General Qualifications

A.        Shall be current Active member of APIC.

B          No officer or Board of Director may hold Local and National office in the Association

             simultaneously.

 

ARTICLE IX - COMMITTEES

Section 1.  Executive Committee

A.        Shall consist of three members the President, the President-Elect, and Past President.

B.         Shall make all necessary decisions between Board meetings to insure the continuous functioning of the Chapter.

 

Section 2.  Standing and Special Committees

Standing and Special committees are appointed by the Board of Directors. The composition, terms, and duties of these committees shall be determined by the Board of Directors.  Appointments shall be made on a year-by-year basis.

 

Section 3.  Budget and Finance Committee

A.        Shall be comprised of the President, the President-Elect, and the Treasurer.

B.         Shall be chaired by the Treasurer.

 

Section 4.  Nominating and Awards Committee

A.        Qualifications:  To be eligible to serve on the Nominating committee, an individual must meet those qualifications stated in Article VIII., Section 4, subsections A & B.

B.         Composition and Duties

1.         Shall consist of six members to be elected by the membership for a two-year term on a rotating basis with three members elected each year.

2.         Shall not be eligible to run for any office while serving on the Nominating

             committee.

3.         Shall be headed by a chairperson appointed from the committee members and approved by the Board of Directors.

4.         Shall solicit nominations representative of a multidisciplinary international

             organization.

4.                   Shall develop procedures for the conduction of elections and submit for Board of

             Directors approval.

6.         Shall develop and submit a slate of candidates for the Chapter ballot to the Board of Directors for approval.

7.         Shall notify all nominees of their status regarding their candidacy.

 

Section 5.  Legislative Committee

A.        Will consist of three members, a chairman, a committee member and the Past President.

B.         The Executive Committee will appoint the chairman of the Legislative committee and the   

             committee member to serve as the Chapter Legislative representatives for a period of

             two years, appointment not to exceed four years. The Past President will serve for a

             period of two years.

 

ARTICLE X - OFFICIAL PUBLICATION

 

A.        The official publication of the Association shall be the American Journal of Infection

             Control.

B.         All members shall receive the American Journal of Infection Control.

 

 

ARTICLE XI - LIABILITY AND INDEMNIFICATION

 

Section 1.  Limitation of Liability

No officer nor director shall be personally liable to the Chapter or its members for monetary damages for breach of fiduciary duty as an officer or director not withstanding any provision of law imposing such liability, provided however, that this provision shall not eliminate the liability of an officer or director to the extent that such liability is imposed by applicable law, (i) for any breach of the officer’s or director’s duty of loyalty to the Chapter or its members, (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which there is improper personal benefit. This provision shall not eliminate the liability of an officer or director for any act or omission occurring prior to the date upon which this provision becomes effective.  No amendment to nor repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with respect to any acts or omissions of such officer or director occurring prior to such amendment or repeal.

 

Section 2.  Indemnification

The Chapter may, in the sole discretion of the Board of Directors, indemnify in whole or in part any person (and his heirs, executors, administrators, or other legal representatives) who is or shall have been an officer or director of the Chapter or any person who is serving or shall have served

at the request of the Chapter against all liabilities and expenses (including judgments, fines, penalties, and attorney’s fees and all amounts paid, other than to the Chapter, in compromise or settlement) reasonably incurred by any such officer, director, or person who may be a party defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been an officer or director of the Chapter or such other Chapter, except in relations to matters as to which any such officer, director, or person shall be finally adjudged, other than by consent, in such action, suit, or proceeding to have been liable for bad faith or misconduct in their performance of his duty as such officer or director.

 

ARTICLE XII - PARLIAMENTARY AUTHORITY

 

The parliamentary writings of General Henry M. Roberts, Roberts Rules of Order, most recently revised, govern the Association in all cases not covered by these Bylaws.

 

 

ARTICLE XIII - AMENDMENTS

Section 1.  Process

These Bylaws may be amended upon two-thirds (2/3) vote of those Active members present at a meeting of the membership, provided that such proposed amendments have been presented, in writing, to the voting membership at least thirty (30) days prior to the vote.

 

Section 2.  Approval

Amendments approved by the voting membership shall not become final until they have been submitted to the APIC Membership Services Committee for their approval.  The Membership Services Committee shall notify the local Chapter of approval or non-approval.  Approved Bylaws (original copy) shall be sent to APIC National Office for inclusion in the local Chapters permanent file.

 

ARTICLE XIV - FINANCIAL OPERATIONS

The Chapter shall keep accurate and complete books and records of its accounts, meetings, and proceedings of the organization.  There may be an annual audit of the books & accounts of the Chapter in such a manner as directed by the Board of Directors of APIC.  The Treasurer shall submit necessary documentation as required by APIC.

 

ARTICLE XV - DISSOLUTION OF THE ORGANIZATION

 

In the event of dissolution, the Board of Directors, after payment or making provision for the payment of all liabilities, shall dispose of all the assets of the Chapter by distributing the assets to the said organization known as the Association for Professionals in Infection Control and Epidemiology, Inc. (APIC), as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or a successor statute.

 

 QUOTE A0765677.DOC;2 A0765677.DOC;2

 

 

 

ARTICLE III - TAX STATUS

 

Section 1.  Tax Status

The Association for Professionals in Infection Control and Epidemiology, Inc. (APIC) is an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or a successor statute.  APIC is organized exclusively for educational, charitable, scientific, and literal purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.

 

The National Association intends to obtain the full benefit of any tax exemption it may be entitled to under the Internal Revenue Code.  Accordingly, the Association and its Chapters shall be managed in a manner consistent with such exempt statutes.

 

 

ARTICLE IV - MEMBERSHIP

Section 1.  Privileges

A.        Membership in the Association is a privilege and is achieved by compliance with these bylaws.

 


B.         Categories

            1.         Active Membership

Active members shall be individuals occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology.  Such members may vote in elections, serve on committees, and hold elected office.

 

2.         Associate Membership

Associate members shall be individuals not actively involved in the practice and management of infection control and/or application of epidemiology.  Such members may not vote nor hold elected office.

 

3.         Retired Membership

Retired members shall be individuals who are no longer employed in any capacity and who have had five consecutive years of Active or Associate APIC membership prior to retirement.  Retired members may not vote nor hold elected office; however, they may serve in appointed capacities.

 

4.         Honorary Membership

Honorary Members shall be individuals elected to this category by the National Board of Directors in recognition of their contribution to the field of infection control or to the National Association.  Such members serve APIC in any manner mutually agreeable to themselves and the Board, but may not vote or hold office.

 


C.         Membership Renewals

             Membership shall be based on the calendar year.

 

D.        Membership in Local Chapters

All members of the local chapters of the Association must also be members of the National Association and Active Members of the National Association are the only persons eligible for Active Member status in the Chapter.

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

 

.

 

Section 2.  Fiscal Year

The fiscal year shall be the calendar year.

 

Section 3.  Dues

A.        Dues for each calendar year shall be determined by the Board of Directors.

B.         Local chapter membership dues shall not exceed those of the National Association.

C.         All dues shall be remitted according to Board policy.

D.        Membership cards shall be issued contingent upon receipt of current dues.

E.         The membership of any individual whose dues have not been paid on or before the first of January of any given year shall be forfeited automatically.

 

 Dues amounts are not specified in the Bylaws.  Any increase or decrease in Chapter dues does require a vote by the Chapter membership after presentation at a Chapter meeting. Because it is not a Bylaws change, it does not require a 30-day advance notice. Dues for Retired Members on the national level are one-half (1/2) the annual dues.  Local chapters may follow suit or establish a rate equitable to them including up to a full rate.

 

Section 4.  Termination

A.        If the dues of any member are not paid in accordance with the policies of the Chapter, membership shall be automatically terminated.

B.                 In the event a Chapter member ceases to be a member of the National Association, membership in the Chapter shall also automatically terminate.

C.                 Any member may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office, whenever, in its judgment, the best interests of the Chapter would be served thereby.  Such member, to be removed, shall be given notice of said meeting, at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision.

D.                 The Board of Directors may provide for subsequent reinstatement.

 

 

 

 

ARTICLE V - MEETINGS OF THE MEMBERSHIP

 

Section 1.  Meetings

A.        Annual Meetings


The annual business meeting of this organization shall be held on the Third Thursday in October or at such time as directed by the Board of Directors.


B.         Quorum

            Those members present at the annual business meeting shall constitute a quorum.

 

 

 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

 

 

 

 

 

 

 

 

 

ARTICLE VI – OFFICERS

 


Section 1.  Composition

The officers shall be a President, a President-Elect, a Treasurer, a Treasurer- Elect, a Membership Director and two Secretaries (recording and corresponding).  These officers shall perform the duties prescribed by these bylaws, perform those duties as usually pertain to their respective offices, and perform those duties prescribed by the Board of Directors.

 

Section 2.  Duties

A.     President

1.         Shall be directly responsible to the Board of Directors for the administration of the organization.

2.         Shall delegate committee activities and appoint members to committees as necessary with Board approval.

3.         Shall preside at all Board meetings of the Chapter.

4.                     Shall preside at all business meetings of the Chapter.

5.                     Shall serve as liaison to the National APIC and report regularly all pertinent information to the membership.

6.                     Shall provide an agenda for each business meeting.

 

B.  President-Elect

1.         Shall prepare to assume the office of President.

2.                     Shall fill the office of President should that office become vacant and subsequently fill the office of President for a regular term as is entitled the President-Elect.

3.                     Shall serve as chairperson of the education/program committee.

4.                     Shall assist the president in preparation of the business meeting agenda.

C.  Treasurer

1.         Shall oversee and be responsible for the management of the financial affairs of the Chapter

2          Shall oversee the preparation of periodic financial reports for the Board.

3          Shall review financial affairs of the Chapter as necessary with legal counsel and/or accountant.

4.         Shall oversee the preparation of the annual budget and present it to the Board of Directors.

5.         Shall be a member or consultant to any committee having to do with the Association’s monies.

6          Shall be bonded through the National Association.

D. Treasurer Elect

            1.         Shall prepare to assume the office of the Treasurer

            2.         Shall assist Treasurer with responsibilities as necessary.

3.                  Shall be computer literate

4.                  Shall oversee the Sunshine activities

 

 

 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

 

 

 

 

E.                  Secretaries

Recording

1.                   Shall be responsible for the accurate recording and transcribing of the minutes of all Chapter and Board of Directors meetings.

2.                   Shall be responsible for the writing and distribution of the meeting agendas with courtesy copies to the president and the education/program committee chair.

3.                   Shall submit all minutes to the Board of Directors in accord with established procedure.

Corresponding

1.                   Shall be responsible for all correspondence to the local chapters including courtesy correspondence.

2.                   Shall act as liaison between APIC Southern NJ and all other chapters.

 

F          Membership Director

1.                   Shall maintain accurate records of the paid membership and distribute the membership list twice each calendar year..

2.                   Shall be responsible for all correspondence related to membership.

3.                   Shall be chairperson of the membership committee.

 



Section 3.  Terms of Office

A.        The President shall serve for a term of one year or until a successor has assumed office.

B.         The President-Elect shall serve for a term of one year or until a successor has assumed office.

C.         The Secretary shall serve for a term of two years or until a successor has assumed office and shall be elected in the even-numbered years.

D.        The Treasurer shall serve for a term of two years or until a successor has assumed office and shall be elected in the even-numbered years.

E.         The Treasurer -Elect shall serve for a term of two years before assuming the position of treasurer.

F.         No officer nor director shall serve more than two consecutive terms in the same office.

G.         All terms of office shall begin at the first Board of Directors meeting of the calendar year.


 

 

 


Section 4.  Qualifications

A.        The President-Elect shall have automatically succeeded to the Presidency after having held the office of President-Elect the preceding year.

B.         The President-Elect shall have served at least one year as a member of the Chapter Board of Directors prior to assuming the office of President-Elect.

 

Section 5.  Vacancies

If any office becomes vacant, it may

A.        Remain vacant until the next election.

B.         Be filled by appointment by the Board of Directors for the unexpired term.

 

Section 6.  Removal

Any officer, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Chapter would be served thereby.  The officer, to be removed, shall be given notice of said meeting, at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision.


 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

 

 

 

 

 

ARTICLE VII - BOARD OF DIRECTORS

Section 1.  Composition

The Board of Directors shall consist of the four officers, the immediate Past President, and no less than


seven and no more than thirteen directors.

 

The board shall consist of the following member's elected by the membership to begin serving terms in the following calendar year.

 

                                                            Begin service in

President                                              yearly

President-elect                                      yearly

Recording secretary                              even years

Corresponding  secretary                     odd years

Treasurer                                              even years       

Treasurer- Elect                                    even years

Membership director                            even years

Past President                                       yearly

By Laws Chair                         odd years

Member at large                                   odd years

Publicity Chair                          even years                   

Program Chair                                      even years

Nominating Chair                                  Appointed yearly from the elected members of the nominating committee


Governmental affairs                             odd years/ past-president

Section 2.  Terms

A.        The Directors shall serve a term of two years or until a successor has assumed office.  They shall be elected on a rotating basis with no less than four and no more than six elected each year.

B.         The immediate Past-President shall serve as a Director for one year upon completion of the term of office of President and assume the Governmental/Legislative Affairs Chair

 

Section 3.  Duties

A.        The Board of Directors shall be the governing body of the Chapter and shall establish policy for conducting the business and management functions of the Chapter.

B.         The Board reviews committees and officers reports and makes recommendations concerning committees activities.

C.         The Board authorizes the official acts of the elected officials and committees.

D.        The Board approves the slate of candidates for the ballot.

 

Section 4. Board Meetings

A.        Meetings shall be held a minimum of twice yearly at the discretion of the Board or upon the call of 2 or more of the Directors.

B.         Dates, notices, and agenda shall be according to the policy set by the Board of Directors.

C.         A minimum of fourteen days notice shall be required prior to a Board of Directors meeting.

F.                  Two-thirds (2/3) of the Board of Directors shall constitute a quorum.

 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

 

 

 

Section 5.  Removal

Any Director, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Chapter would be served thereby.  The Director, to be removed, shall be given notice of said meeting at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision.

 

INSTRUCTIONS FOR ARTICLE VIII:  The composition of the Board and the number of people on the Board may be more or less.  An odd number of Directors is recommended to avoid ties in votes.

 

 

ARTICLE VIII – ELECTIONS

 


Section 1.

Elections shall be held annually prior to the beginning of the terms of office.

 

Section 2.  Voting

A.        Only Active members may vote.

B.         Voting shall be  by the general membership annually at the October business meeting.

C.         A majority vote shall elect when there are less than three candidates.

D.        A plurality vote shall elect when there are three or more candidates.

E.         Tie votes shall be broken by drawing lots.

 

Section 3.  Tellers

A.        A Tellers= Committee shall be appointed annually from the membership-at-large by the President and approved by the Board of Directors.

B.         Shall count the ballots in accord with established procedure approved by the Board of Directors.

C.         Shall submit to the Board of Directors a written analysis of ballots cast and the number cast for each candidate.

D.        Shall not be eligible to run for any office while serving on the Tellers= Committee.

 


Section 4.  Eligibility of Candidates - General Qualifications

A.        Shall be current Active member of APIC.

B.     No Officer or Director may hold local and National office in the Association simultaneously.

 

INSTRUCTION FOR ARTICLE VIII: The election process may be altered to fit chapter size, but Section 4.B. is MANDATORY as written and should not be changed

 

ARTICLE IX - COMMITTEES

Section 1.  Executive Committee

A.        Shall consist of three members of the Board of Directors:  the President, the President-elect, and one member elected by and from the current Board of Directors.

B.         Shall make all necessary decisions between Board meetings to insure the continuous functioning of the Chapter.

 

 

 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

 

Section 2.  Standing and Special Committees

Standing and Special Committees are appointed by the Board.  The composition, terms, and duties of these committees shall be determined by the Board of Directors.  Appointments shall be made on a year-by-year basis.

 

Section 3.  Budget and Finance Committee

A.        Shall be comprised of the President, the President-elect, the Treasurer, and treasurer- Elect and such other members as determined by the Board of Directors.

B.         Shall be chaired by the Treasurer.

 

Section 4.  Nominating Committee

A.        Qualifications:  To be eligible to serve on the Nominating Committee, an individual must meet those qualifications stated in Article VIII. Section 4, subsections A & B.

B.         Composition and Duties

1.         Shall consist of six members to be elected by the membership for a two-year term on a rotating basis with three members elected each year.

2.         Shall not be eligible to run for any office while serving on the Nominating Committee.

3.         Shall be headed by a chairperson appointed from the committee members and approved by the Board of Directors.

4.         Shall solicit nominations representative of a multidisciplinary international organization.

5.         Shall develop procedures for the conduction of elections and submit for Board approval.

6.         Shall develop and submit a slate of candidates for the Chapter ballot to the Board of Directors for approval.

7.         Shall notify all nominees of their status regarding their candidacy.

 

 

 

ARTICLE X - OFFICIAL PUBLICATION

 

A.        The official publication of the Association shall be the American Journal of Infection Control.

B.         All members shall receive the American Journal of Infection Control.

 

 

ARTICLE XI - LIABILITY AND INDEMNIFICATION

 

Section 1.  Limitation of Liability

No officer nor director shall be personally liable to the Chapter or its members for monetary damages for breach of fiduciary duty as an officer or director not withstanding any provision of law imposing such liability, provided however, that this provision shall not eliminate the liability of an officer or director to the extent that such liability is imposed by applicable law, (i) for any breach of the officer’s or director’s duty of loyalty to the Chapter or its members, (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which there is improper personal benefit. This provision shall not eliminate the liability of an officer or director for any act or omission occurring prior to the date upon which this provision becomes effective.  No amendment to nor repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with respect to any acts or omissions of such officer or director occurring prior to such amendment or repeal.

 

 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

Section 2.  Indemnification

The Chapter may, in the sole discretion of the Board of Directors, indemnify in whole or in part any person (and his heirs, executors, administrators, or other legal representatives) who is or shall have been an officer or director of the Chapter or any person who is serving or shall have served

at the request of the Chapter against all liabilities and expenses (including judgments, fines, penalties, and attorney’s fees and all amounts paid, other than to the Chapter, in compromise or settlement) reasonably incurred by any such officer, director, or person who may be a party defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been an officer or director of the Chapter or such other Chapter, except in relations to matters as to which any such officer, director, or person shall be finally adjudged, other than by consent, in such action, suit, or proceeding to have been liable for bad faith or misconduct in their performance of his duty as such officer or director.

 

 

ARTICLE XII - PARLIAMENTARY AUTHORITY

 

The parliamentary writings of General Henry M. Roberts, Roberts Rules of Order, most recently revised, govern the Association in all cases not covered by these Bylaws.

 

 

ARTICLE XIII - AMENDMENTS

Section 1.  Process

These Bylaws may be amended upon two-thirds (2/3) vote of those Active Members present at a meeting of the membership, provided that such proposed amendments have been presented, in writing, to the voting membership at least thirty (30) days prior to the vote.

 

Section 2.  Approval

Amendments approved by the voting membership shall not become final until they have been submitted to the APIC Membership Services Committee for their approval.  The Membership Services Committee shall notify the local Chapter of approval or non-approval.  Approved Bylaws (original copy) shall be sent to APIC National Office for inclusion in the local Chapter's permanent file.

 

ARTICLE XIV - FINANCIAL OPERATIONS

The Chapter shall keep accurate and complete books and records of its accounts, meetings, and proceedings of the organization.  There may be an annual audit of the books & accounts of the Chapter in such a manner as directed by the Board of Directors of APIC.  The Treasurer shall submit necessary documentation as required by APIC.

 

ARTICLE XV - DISSOLUTION OF THE ORGANIZATION

 

In the event of dissolution, the Board of Directors, after payment or making provision for the payment of all liabilities, shall dispose of all the assets of the Chapter by distributing the assets to the said

organization known as the Association for Professionals in Infection Control and Epidemiology, Inc. (APIC), as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or a successor statute.

 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

 

 

 

 

 

Section 5.  Removal

Any Director, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Chapter would be served thereby.  The Director, to be removed, shall be given notice of said meeting at which a decision for removal is to be made and shall be given an opportunity to be heard prior to the final decision.

 

INSTRUCTIONS FOR ARTICLE VIII:  The composition of the Board and the number of people on the Board may be more or less.  An odd number of Directors is recommended to avoid ties in votes.

 

 

ARTICLE VIII – ELECTIONS

 


Section 1.

Elections shall be held annually prior to the beginning of the terms of office.

 

Section 2.  Voting

A.        Only Active members may vote.

B.         Voting shall be  by the general membership annually at the October business meeting.

C.         A majority vote shall elect when there are less than three candidates.

D.        A plurality vote shall elect when there are three or more candidates.

E.         Tie votes shall be broken by drawing lots.

 

Section 3.  Tellers

A.        A Tellers Committee shall be appointed annually from the membership-at-large by the President and approved by the Board of Directors.

B.         Shall count the ballots in accord with established procedure approved by the Board of Directors.

C.         Shall submit to the Board of Directors a written analysis of ballots cast and the number cast for each candidate.

D.        Shall not be eligible to run for any office while serving on the Tellers Committee.

 


Section 4.  Eligibility of Candidates - General Qualifications

A.        Shall be current Active member of APIC.

C.     No Officer or Director may hold local and National office in the Association simultaneously.

 

INSTRUCTION FOR ARTICLE VIII: The election process may be altered to fit chapter size, but Section 4.B. is MANDATORY as written and should not be changed

 

ARTICLE IX - COMMITTEES

Section 1.  Executive Committee

A.        Shall consist of three members of the Board of Directors:  the President, the President-elect, and one member elected by and from the current Board of Directors.

B.         Shall make all necessary decisions between Board meetings to insure the continuous functioning of the Chapter.

 

 

 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

 

Section 2.  Standing and Special Committees

Standing and Special Committees are appointed by the Board.  The composition, terms, and duties of these committees shall be determined by the Board of Directors.  Appointments shall be made on a year-by-year basis.

 

Section 3.  Budget and Finance Committee

A.        Shall be comprised of the President, the President-elect, the Treasurer, and such other members as determined by the Board of Directors.

B.         Shall be chaired by the Treasurer.

 

Section 4.  Nominating Committee

A.        Qualifications:  To be eligible to serve on the Nominating Committee, an individual must meet those qualifications stated in Article VIII. Section 4, subsections A & B.

B.         Composition and Duties

1.         Shall consist of six members to be elected by the membership for a two-year term on a rotating basis with three members elected each year.

2.         Shall not be eligible to run for any office while serving on the Nominating Committee.

3.         Shall be headed by a chairperson appointed from the committee members and approved by the Board of Directors.

4.         Shall solicit nominations representative of a multidisciplinary international organization.

5.         Shall develop procedures for the conduction of elections and submit for Board approval.

6.         Shall develop and submit a slate of candidates for the Chapter ballot to the Board of Directors for approval.

7.         Shall notify all nominees of their status regarding their candidacy.

 

 

 

ARTICLE X - OFFICIAL PUBLICATION

 

A.        The official publication of the Association shall be the American Journal of Infection Control.

B.         All members shall receive the American Journal of Infection Control.

 

 

ARTICLE XI - LIABILITY AND INDEMNIFICATION

 

Section 1.  Limitation of Liability

No officer nor director shall be personally liable to the Chapter or its members for monetary damages for breach of fiduciary duty as an officer or director not withstanding any provision of law imposing such liability, provided however, that this provision shall not eliminate the liability of an officer or director to the extent that such liability is imposed by applicable law, (i) for any breach of the officer’s or director’s duty of loyalty to the Chapter or its members, (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which there is improper personal benefit. This provision shall not eliminate the liability of an officer or director for any act or omission occurring prior to the date upon which this provision becomes effective.  No amendment to nor repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with respect to any acts or omissions of such officer or director occurring prior to such amendment or repeal.

 

 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________

Section 2.  Indemnification

The Chapter may, in the sole discretion of the Board of Directors, indemnify in whole or in part any person (and his heirs, executors, administrators, or other legal representatives) who is or shall have been an officer or director of the Chapter or any person who is serving or shall have served

at the request of the Chapter against all liabilities and expenses (including judgments, fines, penalties, and attorney’s fees and all amounts paid, other than to the Chapter, in compromise or settlement) reasonably incurred by any such officer, director, or person who may be a party defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been an officer or director of the Chapter or such other Chapter, except in relations to matters as to which any such officer, director, or person shall be finally adjudged, other than by consent, in such action, suit, or proceeding to have been liable for bad faith or misconduct in their performance of his duty as such officer or director.

 

 

ARTICLE XII - PARLIAMENTARY AUTHORITY

 

The parliamentary writings of General Henry M. Roberts, Roberts Rules of Order, most recently revised, govern the Association in all cases not covered by these Bylaws.

 

 

ARTICLE XIII - AMENDMENTS

Section 1.  Process

These Bylaws may be amended upon two-thirds (2/3) vote of those Active Members present at a meeting of the membership, provided that such proposed amendments have been presented, in writing, to the voting membership at least thirty (30) days prior to the vote.

 

Section 2.  Approval

Amendments approved by the voting membership shall not become final until they have been submitted to the APIC Membership Services Committee for their approval.  The Membership Services Committee shall notify the local Chapter of approval or non-approval.  Approved Bylaws (original copy) shall be sent to APIC National Office for inclusion in the local Chapter's permanent file.

 

ARTICLE XIV - FINANCIAL OPERATIONS

The Chapter shall keep accurate and complete books and records of its accounts, meetings, and proceedings of the organization.  There may be an annual audit of the books & accounts of the Chapter in such a manner as directed by the Board of Directors of APIC.  The Treasurer shall submit necessary documentation as required by APIC.

 

ARTICLE XV - DISSOLUTION OF THE ORGANIZATION

 

In the event of dissolution, the Board of Directors, after payment or making provision for the payment of all liabilities, shall dispose of all the assets of the Chapter by distributing the assets to the said

organization known as the Association for Professionals in Infection Control and Epidemiology, Inc. (APIC), as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or a successor statute.

 

 

INITIALS: ________          INITIALS: ________          INITIALS: __________