BY-LAWS OF
THE PERINATAL ASSOCIATION OF KANSAS
Article I
Name
Section 1.
The name of this association shall be the Perinatal Association of Kansas
Article II
Purpose
Section 1.
The Purpose of this organization is to facilitate the coordination and improvement of perinatal (maternal, fetal and neonatal)
care services to achieve the optimal outcomes for childbearing families in the State of Kansas.
Article III
Membership
Section 1.
Qualifications: Any professional, consumer or advocate interested in the delivery of perinatal care is invited to join the
Association.
Section 2.
Membership Categories:
General Membership: Any person who is currently paying dues to the organization and is current with their dues payment.
Honorary Membership: Any person who has provided outstanding contributions to the field of perinatal health care may be
nominated by a general member for honorary membership. This membership shall be ratified by a two-thirds vote of the
Board of Directors. The honorary member will be inducted at a meeting of the general membership.
Section 3.
Termination of Membership: Membership may be terminated for the following reasons:
Any member who has not paid dues by May 1 of each fiscal year will have their membership automatically
terminated. Membership may be reinstated upon payment of dues.
A member may notify the Association they wish to terminate their membership.
Section 4.
Dues: Shall be determined by the Board of Directors will approval of two-thirds of the membership and are payable on or
before May 1of each fiscal year. Dues will be considered delinquent by May 2.
Article IV
Meetings
Section 1.
Annual Meeting: Annual meetings of the General Membership of the Association shall be held at such time and place as
decided by the Board of Directors. The membership shall be informed by mail of the time and place of the Annual meeting
at least 30 days prior to the meeting. This meeting will provide continuing education presentations and time for an annual
business meeting of the Association.
Section 2.
Board of Directors Meetings: The Board of Directors shall meet quarterly such meetings must be held no fewer than 30 days
after the notification of the Board membership by mail, phone, FAX, or electronic mail.
Section 3.
Special Meetings: The President of the Association may call a special meeting of the General Membership of the
Association with the approval of the Board of Directors. Such meetings must be held no fewer than 30 days after notification
of the General Membership by mail. The purpose of the meeting shall be specified in the meeting notice and no business
except that for which the special meeting is called shall receive final action at said meeting.
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The President of the Association may call a special meeting of the Board of Directors. Such meetings must be held no fewer
than 15 days after the notification of the Board membership by mail, phone, FAX, or electronic mail. The purpose of the
meeting shall be specified in the meeting notification and no business except that for which the special meeting is called
shall receive final action at said meeting.
Section 4.
Quorum: The General Membership attending the annual meeting or special meetings of the Kansas Perinatal Association
shall constitute a quorum at all regular and special meetings of the General Membership. A majority (greater than one-half)
of the membership of the Board of Directors shall constitute a quorum at all regular and special meetings of the Board of
Directors.
Article V
Voting
Section 1.
Voting: Each General Member may vote on any individual item at any meeting of the General Membership at which the
member is present. Each General Member may also cast one vote on any individual item contained on a mail ballot to the
General Membership of the Association. Mail ballots shall have a pre-determined deadline for return. No member shall be
allowed to vote proxy.
Section 2.
Majority Vote: A majority vote (greater than one-half of the quorum) during a meeting of the General Membership is required
for item ratification. The President of the Association or the Presiding Officer at the meeting shall cast the deciding vote in
case of a tie.
Article VI
Board of Directors
Section 1.
Function/Duties: The Board of Directors shall manage the business and affairs of the Association. The Board shall
promulgate all necessary rules and regulations, consistent with Kansas goals of the Association, its officers, employees,
and designated agents of the Association.
Section 2.
Property and Business: The property and lawful business of the Association shall be held and managed by the Board of
Directors.
Section 3.
Elections: There shall be a 12 member Board of Directors of the Association elected from the General Membership by a
majority vote of the General Membership by mail ballot or direct vote at the Annual Meeting.
Section 4.
Board Composition: The board shall consist of the following officers: President, President-Elect, Secretary, Treasurer, and
eight Members at Large.
Section 5.
Term of Office: The term of office of President and President Elect will be on year. The President-Elect shall succeed into
the Presidency at the end of the term of office. The term of office for all other officers will be two years. Four new at large
board members will be elected each year.
Section 6.
Vacancy: Should a vacancy occur on the Board, the Board shall fill the vacancy from the General Membership for the
remainder of the un-expired term. Any member of the Board may resign their office at any time, by written notice to the
Board. In the event of a vacancy in the office of the President, the President-Elect shall fill the duties of that office for the
remainder of the term.
Section 7.
Voting: Each member of the Board shall have one vote on each Board item. The President or Presiding Office may cast the
deciding vote in case of a tie.
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Section 8.
Ex-Officio Board Members: The Board of Director may invite consultants to serve as Ex-Officio members of the Board. This
membership shall be reviewed by the Board on an annual basis. The Ex-Officio member does not have a vote in this
capacity.
Section 9.
Board Member Recall: Any General Member of the Association may make a verbal or written recommendation to the Board
for the recall of a Board member for cause. Recall can be ratified by a majority vote of the Board. Thirty days written notice
shall be given to the Board member being recalled by registered mail to the last known address as shown on the
Association records. The member shall have the right of appeal before the Board.
Section 10.
Board Member Meeting Attendance: Board members shall attend all quarterly Board meetings. If unable to attend, the
President or President-Elect shall be notified prior to the meeting. Absence from two Board meetings without notification will
constitute reason for recall.
Article VII
Duties of Association Officers
Section 1.
President: The President shall preside at all annual and special meetings of the General Membership and at all meetings of
the Board of Directors. The President shall prepare the agenda for all meetings of the Association and cause the Secretary
to notify the General Membership or Board members. The President shall also: perform such duties as assigned by the
Association and the Board of Directors; coordinate the work of the officers and committees so that the goals, objectives and
policies of the Association are maintained and promoted; and serve as an ex-officio member of all Association committees.
Section 2.
President-Elect: The President-Elect shall assist the President as requested and shall perform the duties of the President if
that officer is absent or unable to serve. The President-Elect shall serve as an ex-officio member of the Program Standing
Committee and serve as the Legislative resource for the Association. The President-Elect shall succeed into the Presidency
at the end of the term of office.
Section 3.
Secretary: The Secretary shall record the minutes of all General Membership, Special and Board meetings and maintain a
repository for these minutes, official communications, annual meeting brochures and Newsletters. The Secretary will
maintain a current list of the current Association Membership, in collaboration with the Membership Standing Committee. No
minutes or other materials maintained in this repository shall be discarded without the permission of the Board. The
Secretary will distribute the minutes of regular or special meetings of the Board to the Board members within ten days of the
meeting by mail, FAX, or electronic mail. The Secretary will manage the notification of annual, special and Board meetings
to be distributed as described within these by-laws. This officer shall perform all other duties delegated by the President or
Board. The Secretary shall serve as an ex-officio member of the Membership Committee.
Section 4.
Treasurer: The Treasurer shall receive all monies of the Association, keep an accurate record of all receipts and
expenditures, and pay out all funds approved by the Association or Board of Directors. The Treasurer shall prepare and
present a year-to-date financial report at the Annual Meeting and a quarterly financial report at each regular Board meeting
or when otherwise requested by the Board of Directors. The Treasurer shall maintain a repository for the fiscal records of
the Association. No official records shall be discarded without the permission of the Board. The Treasurers financial records
shall be reviewed by two members of the Finance Committee who are not members of the Board at least 30 days prior to
end of the fiscal year. A summary of the review shall be presented in the Association?s Newsletter, and presented verbally
at the Annual Meeting, and maintained in the Treasurer?s files. The Treasurer will serve as an ex-officio member of the
Finance Standing Committee.
Section 5.
Members-at-Large: The eight Members-at-Large will provide representation from the General Membership and assume
responsibilities or duties assigned by the President or Board. Two Members-at-Large will each serve as Co-Chairpersons
for the Membership, Finance, Nomination, and Legislative Standing Committees.
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Article VIII
Committees
Section 1.
Standing Committees: Standing Committees for the Association will be: Membership, Finance, Program, Nomination, and
Legislative.
Standing committee chairperson or co-chairpersons shall be designated annually by the President and approved by the
Board of Directors. Committee members shall be designated by the chairman of each standing committee from a list of
volunteers and reflect representation of various parts of the state. The function of each committee shall be:
Membership: Develop and implement methods for recruitment and retention of members.
Finance: Guide and advise the Board of Directors on the financial matters of the Association. Assist the Board in the
development of an annual budget. Select two individuals from the committee who do not serve on the Board for the annual
fiscal year review of the Association?s fiscal records.
Program: Plan the continuing education component for the Annual Meeting and collaborate with the President for the
inclusion of the Association business meeting during the Annual Meeting. Plan or facilitate the organization of other
continuing education offerings as directed by the Board. Prepare a continuing education needs assessment as part of the
Annual Meeting evaluation.
Nomination: Solicit the names from the General Membership of individual interested in serving on the Board of Directors.
Forward the names of individuals nominated for Board of Director positions to the Association Secretary, at least forty-five
days prior to the Annual Business Meeting. Prepare the Board of Directors ballot for use at the Annual Business Meeting.
Conduct the voting, count the ballots and announce the results of the balloting to the membership attending the Annual
Business meeting and through publication of the results in the Association Newsletter.
Legislative: Monitor Kansas and Federal legislation relating to perinatal systems and services. Provide an update regarding
this legislation to the Board at the Board’s quarterly meeting and notify the President or President-elect if legislation requires
immediate attention and/or response by the Board. Assist the Board in the development of verbal or written
recommendation and responses to perinatal related legislation. The committee co-chairpersons shall monitor the State’s
Maternal and Child Health Grant Report and Application as this information relates to perinatal systems, services, and
outcomes.
Section 2.
Special Committees: The President may appoint other committees.
Article IV
Miscellaneous
Section 1.
Amendments: These By-laws may be amended at any annual, regular, or special meeting of the Association by a two-thirds
vote of the current General Membership present. Notice of the proposed amendment(s) must be presented in writing and
distributed to the current General Membership at least 30 days prior to the meeting at which it is to be considered.
Section 2.
Fiscal Year/Dues Year: The fiscal year and the dues year of the Association shall be from May 1 through April 30.
Section 3.
Checks and Drafts: All checks, drafts, or demands for money, and notes of the Association shall be signed by such officer or
officers or such other person or persons as the Board of Directors may designate. This process shall be reviewed on an
annual basis by the Board of Directors.
Section 4.
Other Instruments: The Board of Directors of the Association may in any instance designate the officer or officers who shall
have authority to execute any contract, conveyance or other instrument on behalf of the association, or may ratify or confirm
any execution.
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Section 5.
Funding: The Board of Directors shall approve any expenditure not identified in the annual budget. Association funds may
be utilized, with Board approval, to support non-Association continuing education programs with the requirement that the
Association be identified as a sponsor or supporter of the program. Association funds will be budgeted to support the
attendance of the President or their designee at the Annual Meeting of the Great Plains Association of Perinatal Health
Care.
Section 6.
Bonds of Employees: The Board may require that all appropriate officers, agent and employees charged by the Association
with responsibility for the custody of any of its funds or property provide a fidelity bond in such sum, as the Board shall
determine. Such bond shall be furnished by a responsible bonding company or other surety satisfactory to the Board, and
the cost thereof shall be paid by the Association.
Section 7.
Publications: The Association’s Newsletter shall serve as a vehicle for dissemination of information, meeting
announcements, Board and committee reports, and business requiring a vote of the General Membership. The President,
with approval of the Board, shall appoint the Newsletter editor. The editor will assume the responsibility of referring
materials to be included in the Newsletter to assure the information reflects the Association’s purpose, goals, or Board
recommendations. The editor will have the responsibility to request Board approval of any materials submitted for inclusion
in the Newsletter if such does not reflect the Association’s purpose, goals, or Board recommendations.
Section 8.
Organization to be Notified of Meetings: The Board will assist the Secretary in the identification of organizations and
agencies to notify regarding the Association’s purpose, goals, meetings and activities.
Section 9.
Disposal of Assets upon Dissolution of the Perinatal Association of Kansas: In the event of the dissolution of the Perinatal
Association of Kansas, all assets of the corporation shall be disposed of to an organization that qualifies under Section 501
(c) (3) of the 1954 Code of the Internal Revenue Service as a scientific, charitable, educational organization
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