BY-LAWS

 GEORGIA PERINATAL ASSOCIATION

Incorporated 1980

Revised 2003

Article I. Name

The name of this Association shall be the Georgia Perinatal Association (hereafter referred to as the Association).  The Association shall be a non-profit corporation.

The President of the Association shall be its registered agent.

Article II. Mission and Purpose

The Georgia Perinatal Association is a multidisciplinary organization concerned with health care issues which improve pregnancy and infant outcomes. The membership works to promote perinatal health through education, collaboration, and influence of state public policy.

The purpose of the Georgia Perinatal Association is to encourage perinatal provider and advocate participation in activities designed to accomplish its mission.  These shall include:

      1.      Attendance at its annual educational conference which offers clinical and public policy sessions

      2.      Participation in statewide perinatal advocacy activities to develop public policy relating to perinatal health

      3.      Collaboration with professional and voluntary organizations and coalitions  

Article III. Non-Discrimination

The Association shall not discriminate based upon an individual's race, color, sex, national origin, disability, or sexual preference.

Article IV. Membership

Section 1.     Qualifications

Any person involved in or interested in the mission of the Association shall be a member of         the    Association upon completion of membership documents and payment of dues.

Section 2.   Categories of Membership

      1.      Active:  Any person having completed the qualifications for membership.

      2.      Honorary:  Any individual member of the Association who has provided outstanding cintributions to the field of perinatal health may be nominated for honorary membership. The nomination for this membership shall be ratified by a majority vote of the Board of Directors. Two such members may be allowed each year and the appointment will be announced at the annual meeting.

Section 3.   Annual Dues

Dues shall be determined by the Board of Directors and payable within 60 days of the beginning of the fiscal year.  Dues collected at the annual meeting go towards the following year’s dues.

Section 4.   Termination of Membership

Membership will be automatically terminated if dues have not been paid within 90 days of the beginning of the fiscal year. Membership will be reinstated upon payment of the dues.

 Article V.  Meetings

Section 1.   Annual Meeting

The Annual meeting of this Association shall be held at such time and place as decided by the Board of Directors. The membership is to be notified at least 30 days prior to the meeting.

Section 2.   Special Meetings

The president of the Association shall, upon the written request of 10% of the active membership of the Association, call a special meeting of the membership of the Association.  The meeting must be held within 30 days of notification of the membership by mail. The meeting notice shall specify the purpose of the meeting and the meeting shall be limited to        the business identified by the notice.

Section 3.   Quorums

Those in attendance at the annual meeting shall constitute a quorum. For any called special meeting, 10% of the active membership is required for a quorum.

Article VI .  Voting

Section 1.   Annual meeting

Each member, as previously defined, in attendance at the meeting may vote.

Section 2.   Ballot

Each member may cast one vote on any mail ballot sent to the membership. Mail ballots will be returned to the teller of the Nominating Committee at least 45 days prior to the annual meeting.

Article VII. Board of Directors

Section 1.   Membership

      1. The Association is governed by four officers and a minimum of sixteen members elected to the board (hereafter called the Board)

      2. The Immediate Past President is a voting member of the Board for a two-year term of office

      3. At the discretion of the Board, there may be ex-officio member(s) appointed for specific representation without members do not have voting privileges

Section 2.   Function/Duties

      1.      Responsible for the management of the business affairs of the Association

      2.      Make all necessary rules and regulations consistent with law and these By-Laws to fulfill the Association's mission and purposes

      3.      Approve the slate of nominees submitted by the Nominating Committee for election

      4.      Each Board member shall serve on at least one committee of the Board

Section 3.   Election

      1.      Election to the Board will be by majority vote of those casting mail ballots.

Section 4.   Term of Office

      1.      A term for a Board member is two (2) years with 1/2 of the members standing for election each year.

Section 5.   Vacancy

      1.      Any vacancy on the Board shall be filled by appointment by the president for the remainder of the unexpired term.

Section 6.   Meetings

      1.      The Board shall meet no less than quarterly. The winter meeting will be a full day meeting and the fall meeting will be held in conjunction with the annual meeting.

Section 7.   Voting

      1.      Each member of the Board, except ex-officio members, shall have one vote.

Section 8.   Quorum

      1.      A majority of the membership of the Board shall constitute a quorum at all regular and special meetings of the Board.

Section 9.   Removal from Board

      1.      Any member of the Board may be removed from the Board for the following reasons.

               a.      When the member submits a written resignation which is accepted by the President.

               b.      A member fails to attend 50% of the Board meetings in one year:

                  c.      A member may be removed for cause at any regular, annual, or special meeting, by a two-thirds vote of the voting members of the Board present. Ninety (90) days notice shall be given to the member by registered mail to the last known address on file with the Association prior to the vote. The member shall have thirty (30) days to appeal to the Board.

Article VIII. Officers

Section 1.   Officers

      1.      The offices of the Association shall be the President, President Elect, Secretary, and Treasurer.

      2.      Officers shall be members of the Board of Directors and shall have served 1 year on the Board prior to their nomination.

Section 2.   Election and Term of Office

      1.      The officers shall be nominated by the Nominating Committee and elected, by mail ballot, to serve two year terms of office. Nominations may also be accepted from the floor at the annual meeting if a mail ballot was not used, but must be selected from the Board membership that have served at least one year.

Section 3.   Vacancy

      1.      Any officer may resign from office at any time by written notice to the Board of Directors.

            In the event of a resignation or vacancy, the Board shall be empowered to elect a Board member to fill the unexpired term. In the event of a vacancy in the office of the President, the President-Elect shall fill the duties of the President for the remainder of the term.

Section 4.   Duties

      1.      President

               a.      Preside at all Board, special and annual meetings of the Association.

               b.      Perform such duties as assigned by the Board and the Association;

               c.      Coordinate the work of the officers and committees so that the goals, objectives and policies, of the Association are maintained and promoted;

               d.      Be an ex-officio member of all committees;

               e.      Be empowered to appoint ad hoc committees of the Board or general membership as needed;

               f.    Serve one 2 year term on the Board as Immediate Past President;

g.   Solicit nominations for Tee Rae Dismuke Award for ad hoc committee approval

               h.      Annually review the status of the corporation.

       2.      President-Elect   

               a.      Act as aide to the President and shall succeed to the presidency at the appropriate time.

               b.      Serve as chair of the Strategic Planning Committee;

               c.      Conduct meetings in the absence of the President;

               d.      Shall communicate to the public the purpose of the organization,

       3.      Secretary    

               a.      Keep a record of the minutes of the annual meeting and all Board meetings.

               b.      Serve on a committee of the Board;

               c.      Shall perform other duties as delegated.

       4.      Treasurer   

               a.      Shall receive all monies of the Association

               b.      Serve as Chair of the Finance Committee;

               c.      Maintain accurate records of all receipts and expenditures;

               d.      Prepare, sign, and disburse checks for expenditure of funds approved by the Board;

               e.      Uphold policies for the approval of expenditure of funds;

(1)     Funding for support for activities that benefit the association may be requested;

(2)     Request must be submitted to the treasurer and approved by two members of the finance committee;

(3)     Request for funds for in-state activities may include:

         (a)         Hotel room reimbursement, two-night limit

         (b)         Travel reimbursement, 0.40 cents per mile

(c)     Registration may be considered if required for display

(d)     Perdiem $30.00 per day for food

(4)     Out of state activities must be approved by the board

(5)     Conference activities should be specific for perinatal issues and GPA noted for support

               f.    Present an annual financial report to the Board and the membership at the annual meeting;

               g.   Assure that the financial records of the Association are audited as directed by the Board;

               h.   File the Corporation Annual Registration with the Secretary of State;

               i.    File federal income tax forms as applicable to the Organization

Section 5.   Obligations

      1.      No officer or Board member shall obligate the organization beyond the items approved in the budget without written approval of the Board

Section 6.   Resignation

      1.      Any officer may resign from office by notifying the President by mail at least thirty (30) days prior to the effective date of the resignation. The vacancy will be filled in accordance with the By-Laws.

Section 7.   Removal from Office

      1.      Any officer may be removed from office by 2/3 vote of the Board of Directors if in their sole judgment it is in the best interest of the Association or if other sufficient cause exists for removal. The officer shall have the right to appeal before the Board within ninety (90) days of removal.

Section 8.   Appeal Process

      1.      Should an officer be removed from office and file an appeal within ninety (90) days, that appeal will be reviewed by an ad hoc committee consisting of the remaining officers and one additional Board member. The time of such review should be within thirty (30) days after the filing of an appeal and the decision of the committee be reported to the membership at the earliest opportunity.

Article IX...Committees

Section 1.   Committees of the Board

      1.      Strategic Planning 

               a.      Chair: President-Elect

               b.      Members: Officers and at least four (4) Board members

               c.      Duties:

                        (1)   Responsible for the development, maintenance and review of the Association's mission statement, purpose, goals, and objectives on an annual basis

(2)     Present any amendments and, or recommendations to the Board at its May meeting for adoption

(3)     Prepare and publish an annual report to include goals and objectives to be presented at the annual meeting

      2.      Finance:

               a.      Chair: Treasurer

               b.      Members: President and minimum of three (3) Board members

               c.      Duties:

(1)     Present finance report at each board meeting

(2)     Responsible for development of annual budget based upon adopted goals and objectives

(3)     Include marketing/membership in the annual budget

                        (4)  Review committee budgets for fiscal accountability

                        (5)  Present budget for approval at the May board meeting

                        (6)  Develop and maintain a resource development plan

                        (7)  Review investment practices

                        (8)  Assure full biannual audit and compliance to 501c3 guidelines

                        (9)  Develop reimbursement procedures and guidelines

Section 2.   General Membership Committees

      1.      Nominating

               a.      Chair: Immediate Past President

               b.      Members: One (1) Board member appointed by the President and three (3) general members elected by ballot during annual elections

               c.      Duties:

                        (1)   Responsible for presenting a slate of nominees for officers and Board to the Board for approval at the May meeting

                        (2)  Provide nominees copies of duties and responsibilities of Board members     

                        (3)  Slate is to be distributed by mail to membership for a vote by July 1

                        (4)  President shall notify those elected to office as soon as the vote is final and new members will be invited to The Board meetings prior to and following the annual conference as well as the new member orientation during the annual retreat

      2.      By-Laws

               a.      Chair: Board member

               b.      Members; Board and general members as required

               c.      Duties:

                        (1)   Responsible for annual review of by-laws for appropriateness with the mission statement, goals, and objectives of the Association

                        (2)  Draft amended by-laws for board approval

                        (3)  Prepare same for distribution as directed by the board