Bylaws

ARTICLE I: NAME AND MISSION

Section 1:

The name of the corporation shall be the Washington Rural Health Association and is organized exclusively for charitable and educational purposes as a non-profit organization under RCW Chapter 24.03 and Section 501 (c) (3) of the Internal Revenue Code.

Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code or corresponding section of any future federal tax code; or (b) by a corporation, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code or corresponding section of any future federal tax code.

Section 2:

The Washington Rural Health Association is dedicated to strengthening rural health in Washington State. The Association brings together a diverse constituency to assume leadership through communications, education, and advocacy. The Association acknowledges the importance of collaborative relationships in our work to build viable rural communities across Washington State. In pursuit of this mission, the Association joins hands with individuals and organizations with which it shares a commitment to equity for rural health.

Section 3:

The principal office of the Association shall be located in a place designated by the Board of Directors within the State of Washington.

ARTICLE II: MEMBERSHIP

Section 1: Eligibility

Membership shall be made up of individuals and organizations having an interest in rural health care in Washington State who have completed and signed an application form and paid their dues to the Association.

Section 2: Categories

A. Voting Membership

1. Individual: Each individual member shall have one vote in Association matters.
2. Organizational: Any legally constituted organization shall hold one membership and shall have three votes in Association matters.
3. Student: Students enrolled in any health professions training program shall be granted individual membership and shall have all the rights and privileges of membership including voting and holding office. In addition, the Board may offer student membership to other types of students to facilitate greater youth engagement.

B. Non-Voting membership

1. Honorary: Honorary memberships may be granted by the Board of Directors as appropriate to further the purposes of the Association. Employees of WRHA shall also be granted honorary membership. Honorary members shall have all rights and privileges of membership except voting and holding office.

Section 3: Term

Membership shall be effective upon receipt of dues and shall be renewable October 1 following initial membership.

Section 4: Dues

A. The amount of membership dues for all categories shall be determined as needed by the Board of Directors.

B. The Board of Directors shall have the authority to reduce or waive dues for an individual or organization.

ARTICLE III: BOARD OF DIRECTORS

Section 1: Composition and Number

A. The corporate powers of this Association shall be vested in and exercised by or under the authority of a Board of Directors. The number of elected Board Members who shall manage the affairs of the Association shall be a minimum of nine (9) and a maximum of seventeen (17) members.

B. In the case where the President-elect does not have sufficient Board term remaining to fulfill the three year obligation of office, s/he will remain on the Board in addition to the elected members.

Section 2: Eligibility

In order to be nominated for or hold office on the Board of Directors, the individual must be a voting member of the Association as defined in Article II, in good standing, and a resident of Washington State.

Section 3: Powers and Duties

A. Subject to any limitation in the Articles of Incorporation and these Bylaws, and the laws of the State of Washington, the Board of Directors shall have the responsibility and authority to supervise and direct the activities and resources of the Association, and to conduct all business and affairs of the Association in furtherance of its mission and goals.

B. Without prejudice to such general powers, and subject to the same limitations, the Board Members shall have the following specific powers and duties:

1. To employ, elect, or remove any officer, agent, or employee of the Association; prescribe such powers and duties for them as may be consistent with the laws of the State of Washington, the Articles of Incorporation and these Bylaws; fix their compensation, if any, and may require from them security for faithful performance.
2. To cause to be kept a complete record of all minutes and acts, and to present a full statement at the annual membership meeting showing in detail the condition and affairs of the Association.

Section 4: Election/Appointment/Term

A. The Board of Directors shall be elected at the annual membership meeting of the Association. The mechanism of nominations and elections shall be determined by policy of the Board and shall be circulated to the membership at least sixty (60) days prior to the Annual Membership Meeting.

B. Members of the Board shall serve three (3) year terms. Election shall be determined by a majority vote of a duly constituted quorum.

C. Any Board Member may succeed him/herself but may not serve more than two (2) terms in succession unless as necessary to fill a vacant elected office. The fulfillment of the remainder of the term of another Board Member shall not be included in the two term limit.

Section 5: Vacancy

A. In the event a Board Member vacates his/her position, the vacancy shall be filled by appointment by a majority vote of the remaining Board Members. Vacancy due to change in membership status or lapse or termination of membership in the Association shall be automatic and not require any Board action.

B. A board member appointed to fill a vacancy shall hold office until the next annual election by the membership, at which time an election shall be held to fill the unexpired balance of the term, if any.

Section 6: Board Members’ Duties

A. A Board Member shall perform his/her duties, including service on any committee of the Board, in good faith and in a manner in which such Board Member believes to be in the best interests of the Association, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.

In performing the duties of a Board Member, a Board Member shall be entitled to rely upon information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:

1. One or more officers or employees of the Association;
2. Counsel, public accountants or other persons as to matters which the Board Member believes to be within such person’s professional or expert competence;
3. A committee of the Board upon which the Board Member does not serve, duly designated in accordance with a provision in the Articles of Incorporation or Bylaws, as to matters within its designated authority, which committee the Board Member believes to merit confidence; so long as, in any such case, the Board Member acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.

Section 7: Removal

Any Board Member may be removed with cause (such as but not limited to failing to attend board meetings, receiving inappropriate compensation, or misrepresenting the Association) by two-thirds (2/3) vote cast by members of the Board of Directors at a duly called Board of Directors meeting or by members of the Association having voting privileges, represented in person, at any annual or special meeting of the Association. The Board of Directors shall determine and communicate said cause, and the Board Member in question shall be given the opportunity to respond.

Section 8: Compensation

Members of the Board of Directors shall receive no compensation for their services but may, as determined by Board policy, receive reimbursement for such reasonable expenses as may be necessary in pursuance of the business of the Association. No Board Member shall accept gratuities or payment for functions performed specifically in his/her role as a Board Member.

Section 9: Officers/Terms/Duties

A. Election/Appointment

1. The Board of Directors, at its annual meeting, shall elect a President-Elect, Secretary, and Treasurer who shall be members of the Board of the Association, for terms of one year and until their successors are elected and installed.
2. As part of the term of the presidency, the President-elect shall rotate to the position of President, then the Immediate Past President on an annual basis.
3. Any vacancy occurring in an elective office shall be filled by a majority vote of the Board at any regular or special meeting.

B. Duties

1. President: The President shall be the principal officer of the Association and shall preside over meetings of the Board of Directors, Executive Committee, and the membership of the Association. The President may be assigned other powers and duties by the Board, within the scope and limitations of the Articles of Incorporation and these Bylaws, as appropriate. The President shall be authorized to sign all warrants, contracts, or instruments as directed by the Board, and to represent them in carrying out the business of the Association.
2. President-Elect: The President-Elect shall preside at all meetings in the absence or disability of the President, assuming all duties of the President during such absence or disability. The President-Elect shall chair the Bylaws Committee and shall perform such other duties as the Board may require.
3. Secretary: The Secretary shall cause to be issued all notices and shall cause to be kept the minutes of all meetings of the members, the Board, and Executive Committee. The Secretary shall have charge of all books, records, and papers of the Association. The secretary shall attest with his/her signature all instruments executed for the Association and shall perform all other such duties as the Board may require.
4. Treasurer: The Treasurer shall cause to be received, kept safely, and deposited in such bank or banks as may be designated by the Board, all funds, securities and liquid assets of the Association, in its name, and for its account.
1. The funds of the Association shall be dispersed as directed by the Board on checks or other documents, items, or instruments. Signature authority shall be granted to the current members of the executive committee or others as determined by the board.
2. The Treasurer shall cause to be kept full and accurate books of account and shall make such reports of the finances and transactions of the Association as may be required by the Board, and shall prepare and present to the annual meeting of the membership a full statement showing in detail the financial condition of the Association. The Treasurer shall be a member of the Finance Committee.
5. Past-President: The Immediate Past-President shall be a member of the Executive Committee and the Membership Development Committee.

C. Removal

Any officer may be suspended or removed by a two-thirds (2/3) vote of all Board Members whenever, in their judgment, the best interest of the Association will be served thereby. The Board of Directors shall determine and communicate cause, and the Board Member in question shall be given the opportunity to respond.

Section 10: Committees

All work of the committees, with the exception of the Executive Committee, shall be brought to the board for approval. Committees and representatives to other organizations will also be responsible for providing regular reports to the board.

A. Executive Committee

The Executive Committee shall be comprised of the President, Immediate-Past President, President-Elect, Secretary, and Treasurer, and is authorized to act for the Board between regular meetings as necessary for the conduct of business. Written minutes of all meetings shall be maintained and circulated to the full Board.

B. Membership/Development Committee

1. There shall be a Membership Development Committee comprised of at least three (3) members of the Association. The Chair shall be appointed by the President. The immediate Past-President serves as a member of the Committee.
2. The Committee shall be responsible for marketing the Association to potential members and the recruitment and retention of members to include developing value added benefits for membership. The Committee will be responsible for determining the eligibility of new applicants, as well as identifying persons qualified for, and interested in, becoming Board members and/or holding office.

C. Finance Committee

1. The Finance Committee shall be comprised of at least three (3) members of the Association in addition to the Treasurer, appointed by the Board in odd years, for two year terms. The Chair shall be appointed by the President and approved by the Board.
2. The Finance Committee shall assist the Treasurer in developing an annual budget, review disbursements, make recommendations to the Board with regard to expenditures, seek, develop, and manage additional revenue, and develop appropriate recommendations to the Board for long-term financing of the Association.

D. Bylaws Committee

1. The Bylaws Committee shall be comprised of at least three (3) members of the Association appointed by the Board in even years, for two year terms. The President-elect shall Chair the committee.
2. The committee shall review the Bylaws every other year, or as necessary, and make recommendations to the Board and review petitions and challenges from the membership in regard to the Bylaws.

E. Legislative Committee

1. The Legislative Committee shall be comprised of at least three (3) members of the Association, appointed by the Board in odd years, for two year terms. The Chair shall be appointed by the President and approved by the Board. The Immediate Past-President shall be a voting member of the committee.
2. The committee shall recommend a legislative platform to the Board and monitor and coordinate legislative activities.

F. Communications Committee

1. The Communications Committee shall be comprised of at least three (3) members of the Association appointed by the Board. The Chair shall be appointed by the President and approved by the Board.
2. The Communications Committee shall be responsible for coordinating Association publications and electronic media.

G. Other Committees

1. The President shall establish working or ad hoc committees as needed to conduct the business of the Association.
2. The Board of Directors may authorize the establishment of additional committees as appropriate to the interest of the Association.

H. Representatives to other Associations/Organizations

1. Representatives will be responsible for providing regular reports to the board.
1. National Rural Health Association: The President of the Washington Rural Health Association shall recommend to the Board of Directors two (2) members of the Association in good standing to serve as representatives to the NRHA State Association Council. The Board approved representatives shall serve for three (3) years with staggered terms.
2. Northwest Regional Rural Health Conference Planning Committee: A Liaison will be appointed annually by the Board.
3. State Office of Rural Health: Two members will be appointed annually by the Board.
2. Other Representation: The Board of Directors shall decide to which other organizations the Association shall send representatives and prescribe the qualifications and terms for each representative.

Section 11: Parliamentary Authority

All meetings and business of the Association will be conducted under the provisions of Roberts Rules of Order (revised), except as superseded by these Bylaws.

ARTICLE IV: MEETINGS

Section 1: General Membership

A. Annual meetings of the Association membership will be held at a time and place to be determined by the Board. The purpose of such meeting will be to elect the Board of Directors and conduct all such business as may be necessary to support the mission and goals of the Association.

Written notice of the annual meeting shall be given by the Secretary to each member, by mail, postage pre-paid, or by email at the address appearing on the books of the Association. The notice shall not be mailed less than ten (10) days, nor more than fifty (50) days, prior to the meeting.

B. Special meetings of the membership of the Association may be called at any time by the President or a majority of the Board of Directors, or at the request of the membership upon receipt of written request signed by at least ten percent (10%) of the voting members of the Association.

Notice of a special meeting, stating the purpose thereof, shall be given by the Secretary to all members in the same manner as notice is given for the annual meeting.

C. Quorum: A quorum for the transaction of business shall be constituted by 10% of the voting members and shall be established at the beginning of the annual or any special meeting of the membership.

D. Voting: A majority of the votes of the members constituting a quorum shall be sufficient to transact business unless a greater number of votes is required by law, the Articles of Incorporation, or these Bylaws with respect to some specified action. There shall be no proxy voting.

Section 2: Board of Directors

A. Annual meetings of the Board shall be held immediately following the annual general membership meeting for the purpose of electing officers and conducting such business as may be necessary.

B. Regular meetings of the Board shall be held at least quarterly at a time and place determined by the Board. All regular, special, or committee meetings of the Board are open meetings. However, only the members of the Board and appropriate committees are required to be notified.

C. Special meetings of the Board may be called by the President or a majority of the members of the Board. Notice of the time and place of such meetings shall be given to each Board Member at least seventy two (72) hours in advance.

D. Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business.

E. Attendance by Telephone: Board members may participate in any meeting of the Board through the use of telecommunications equipment by means of which all persons participating can hear each other. Such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE V: INDEMNIFICATION

Section 1

The Board of Directors may authorize the Association to pay expenses incurred by, or to satisfy a judgment or fine rendered or levied against a present or former Board Member, Officer, or employee of the Association in an action brought by a third party against such person to impose a liability or penalty on such person, for an act alleged to have been committed by a person while the Board Member, Officer, or employee, or by the Association, or by both, whether or not the Association is joined as a party defendant, provided, the Board of Directors determines in its sole discretion that such Board Member, Officer, or employee, was acting in good faith within, or within what he/she reasonably believed to be, the scope of his/her employment or authority, and for a purpose which was, or which he/she reasonably believed to be, in the best interests of the Association.

Section 2

Payments authorized hereunder may include amounts paid and expenses incurred in settling any such action or threatened action, including reasonable attorney’s fees and costs of suit. The term “person” where used herein, shall include the estate, personal representative, heirs, legatees, or devisees of such person.

ARTICLE VI: FUNDS

Section 1: Deposit

All funds of the Association shall be deposited in a timely fashion to the credit of the Association as described in Article III, Section 9 B.4.

Section 2: Contracts and Agents

The Board of Directors may authorize any officer or officers, agent or agents, of the Association to enter into any contract or execute and deliver any instrument in the name of, or on behalf of, the Association within the provisions of these Bylaws. Such authority may be general or may be confined to a specific instance or transaction.

Section 3: Revenue

The Board of Directors may accept in the name of and on behalf of the Association, any contribution, gift, grant, contract bequest or device for any purpose of the Association. Any revenue generated by the Association shall become the property of the Association and shall be deposited accordingly.

Section 4: Bond

All officers and other persons authorized to handle or disburse the funds of the Association may, at the discretion of the Board, be bonded at the expense of the Association in such amount as the Board may determine to be adequate for the protection of the Association.

Section 5: Loans

No loans shall be made by the Association to its Board Members or officers.

ARTICLE VII: BOOKS AND RECORDS

Section 1: Responsibility

The Secretary and the Treasurer shall each be responsible for assuring that correct and complete books and records of the Association are maintained. The Association will keep a complete record of proceedings of meetings of the Board of Directors and all committees. The Board shall be responsible for assuring the accuracy of all records.

Section 2: Liability Limits

The Board Members of the Association shall enjoy the greatest limitation on individual liability that may be authorized under Washington State law, provided, however, that this limitation shall not eliminate or limit the liability of a Board Member for acts or omissions that involve intentional misconduct by a Board Member, or a knowing violation of law by a Board Member, or for any transaction from which the Board Member will personally receive a benefit in money, property, or services to which the Board Member is not legally entitled.

Section 3: Fiscal Year

The fiscal year of the Association shall be October 1 through September 30.

ARTICLE VIII: DISSOLUTION

Section 1

The activities of the Association shall be so conducted that no part of its income or property and earnings shall inure to the benefit of any member, Board Member, officer, or other individual or institution or association.

Section 2

Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county of which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.

ARTICLE IX: WAIVER OF NOTICE

Section 1

Whenever any notice is required to be given under the provisions of applicable statutes, bylaws or articles of incorporation, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Signing an approval of any minutes or resolution of any meeting of the Board shall be deemed a waiver of notice thereof. Audio tapes of telephoned waivers shall be deemed a valid waiver of notice thereof.

ARTICLE X: AMENDMENTS

Section 1

The Membership of the Association by affirmative vote of two-thirds (2/3) of a quorum may alter, amend, or revoke these Bylaws at any general or special membership meeting of the Association, providing that written notice shall be given to all members at least thirty (30) days prior to any action being taken. All proposed amendments shall be reviewed and approved by the Bylaws Committee and the Board.

KNOW ALL PERSONS BY THESE PRESENCE, that the foregoing bylaws were adopted as the Bylaws of the Association by resolution of the Board of Directors on May 25, 1988 until such time as they can be ratified by the membership of the Association at its annual meeting in 1989. IN WITNESS WHEREOF, the following signatures are provided:

(Last revised and amended by membership vote on March 19, 2014)