ARTICLE I. NAME OF THE ORGANIZATION
The name of the organization shall be the Idaho Rural Health Association. The Association is a nonprofit organization with its principal office maintained at such location as the Board of Directors shall determine.
ARTICLE II. PURPOSES
The mission of the Idaho Rural Health Association is to provide leadership on issues related to rural health in Idaho through advocacy, communication, and education.
The Vision of the Idaho Rural Health Association is to be the recognized advocate for rural health issues in Idaho.
ARTICLE III. MEMBERSHIP
Types of membership in the Association are Individual, Organizational and Student.
A. INDIVIDUAL. An Individual Member is any individual who has an interest in rural health in Idaho and includes private citizens, consumers, and professionals. These members are entitled to full voting privileges in Association affairs and constitute a category for the election of member of Board of Directors.
B. ORGANIZATIONAL. An Organizational Membership shall be made up of any five individuals of a legally constituted organization. These members shall hold one membership and will be entitled to five votes in Association matters.
C. STUDENT. A Student Membership is any student enrolled in any health professions training program. These members shall be granted an individual membership at one-half the rate of regular individual members, and shall have all the rights and privileges of membership except voting and holding office.
QUORUM. After due notice, one-tenth (1/10) of the members entitled to vote and present at the meeting shall constitute a quorum. The quorum for the transaction of business greater than required above may be established by the Board of Directors prior to any vote being taken.
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.
QUALIFICATIONS. Any individual or organization that pays dues as provided and agrees to be bound by the Articles of Incorporation and bylaws of this Association and such rules and regulations as the Board of Directors may from time to time adopt, is eligible for membership in the Association. The Association does not discriminate on any basis including but not limited to race, color, creed, gender, national origin, disabilities or sexual orientation.
ADMISSION TO MEMBERSHIP. The Board of Directors shall from time to time prescribe the form and manner in which application may be made for membership. Membership shall become effective on the completion of the application process and payment of dues, as reviewed by the Board of Directors. Membership shall be effective upon receipt of dues and shall be renewable on the anniversary date or on an annual basis on a specific date each year, as determined by the Board of Directors.
ANNUAL DUES AND FEES.
A. The annual dues and other fees shall be approved by the Board of Directors. Policy for payment of membership dues and other fees shall be set and approved by the Board of Directors, providing that such dues and fees shall foster the participation of rural entities and be reflective of the member's ability to pay.
B. The Board of Directors shall have the authority to reduce or waive dues for an individual or organization unable to pay regular dues.
MEETING OF THE MEMBERS. Meeting of the Association membership shall be held at a time and place as determined as necessary by the Board of Directors. Written notice thereof shall be given to all members not less than 45 days prior to the date set for the meeting.
OTHER MEETINGS. Other meetings of the Association may be called by the President upon ratification by the Board of Directors. Special meetings of the Association must be called by the President upon request of one-third of the members of the Association. Written notice shall be given to all members not less than 15 days prior to the date set for the meeting.
ARTICLE IV. BOARD OF DIRECTORS
GENERAL. Subject to any limitation in the Articles of Incorporation and these bylaws, and the laws of the State of Idaho, the Board of Directors shall have the responsibility and authority to supervise and direct activities and resources of the Association, and to conduct all business and affairs of the Association in furtherance of its mission and goals.
NUMBER OF BOARD OF DIRECTORS. The number of elected Directors who shall manage the affairs of the Association shall be not less than seven (7) nor more than twenty (20).
EX OFFICIO BOARD MEMBERS. At the discretion of the Board of Directors, ex-officio members will be non-voting. However, they are encouraged to participate in board meetings, and committees. They may serve to consult with the board as well.
ELECTION. Elections will take place by July 1 of each year based on anticipated board term expirations. Incomplete terms will be filled by an appointment of the board.
QUALIFICATIONS OF BOARD OF DIRECTORS. Board of Directors must be members of the IRHA. Board members are required to participate in a minimum of 75% of the Board of Directors meetings face to face and to attend the Biennial Conference unless special circumstances arise.
TERM IN OFFICE. The term of office of each Director shall be four years. A board member may be re-elected. In the case where the President-elect does not have sufficient Board term remaining to fulfill the three year obligation of office, he/she will remain on the Board.
VACANCIES. Any person filling a vacancy shall serve until the term of the vacating Board of Directors member would have expired. The Board of Directors will select an appropriate replacement.
REGULAR MEETINGS. Regular Meetings of the Board of Directors shall be held at least quarterly. Board of Directors shall be given written notice at least 14 days prior to the meeting. Such notice shall include the agenda. Meetings may be in person or electronically, provided there is a format for immediate exchange. All members of the Idaho Rural Health Association may attend board meetings as non voting participants, with the exception of executive sessions.
QUORUM. The participation of a simple majority of the members but not less than four members, of the Board of Directors shall constitute a quorum at all meetings of the Board of Directors.
PRESIDING OFFICER. Meetings of the Board of Directors shall be presided over by the President, or if absent, by the President-Elect, or if absent, by a member of the Board of Directors elected by a majority of the Board of Directors at the meeting.
VOTING. Each member of the Board of Directors shall be entitled to one vote. Members may participate via email in accordance with state law. There shall be no proxy voting.
STAFF. The Board may contract with and or employ staff necessary to delegate and/or perform the activities and duties of the Board on behalf of the organization.
ARTICLE V. OFFICERS
COMPOSITION. The officers of the Board of Directors shall be a President, President Elect, Immediate Past President, Secretary and Treasurer.
ELECTION AND TERM. The officers will be elected by the existing Board of Directors during the calendar year preceding the Biennial Conference and will be announced at the Biennial Conference. Term of office for President, President-Elect and Past-President shall be for one year.
PRESIDENT. The President or their designee shall exercise general supervision and control over all activities of the Association. The President shall preside at all meetings of members and Board of Directors, may sign, when authorized by the Board of Directors, any contract which has been approved by the Board of Directors. The President shall perform all other duties generally incident to the office of the President and such duties may be prescribed by the Board of Directors. At the Biennial Conference of the members, the President shall report to the members concerning the affairs of the Association.