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 three 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.

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.

DUTIES:

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.

PRESIDENT-ELECT. The President-Elect shall in the absence or disability of the President, perform all acts pertaining to the Office of President and shall perform all other duties normally incident to the office. The President-Elect shall perform such additional duties as may from time to time be assigned by the President or the Board of Directors.

IMMEDIATE PAST PRESIDENT. The Immediate Past President shall function in the capacity of consultant to the Association and perform those tasks as may from time to time be assigned by the Board of Directors.

SECRETARY. The Secretary or their designee shall be responsible for the giving of all notices of meetings in accordance with the bylaws; shall keep minutes of all meetings of the Board of Directors and the Association; and shall perform all other duties normally incident to the office. The Secretary shall exhibit at any reasonable time and on demand Bylaws, Articles of Incorporation, membership records, Board of Directors agendas and meeting materials for upcoming meetings and minutes of any meeting to any member of the Association, or to any person or agency authorized by law to inspect them. The Secretary position may be held by the same person holding the office of Treasurer.

TREASURER. The Treasurer or their designee shall be the financial officer of the Association; shall have charge and custody of, and be responsible for, all funds of the Association, and the financial books and records relating to the same, and shall be responsible for depositing all such funds in the name of the Association in depositories selected by the Board of Directors; shall render to the President and the Board of Directors, upon request, an account of all transactions and of the financial conditions of the Association. At the Biennial Conference of members, the Treasurer shall report to the members about the state of the Association's finances. The Treasurer position may be held by the same person holding the office of Secretary.

REMOVAL FROM OFFICE. Officers may be removed at the discretion of the Board of Directors by two-thirds vote of the Board of Directors.

ARTICLE VI. COMMITTEES

For all Committees:

1. Committees shall report to the Board of Directors.
2. A simple majority of the standing committee members present shall constitute a quorum at all meetings.
3. Meetings may be in person or electronically, provided there is a format for immediate exchange.
4. Unless otherwise noted, the committee chairs will be appointed for one year term by the President with confirmation by the Board of Directors.
5. Committees shall consist of at least three (3) individuals including at least one Board member. Consideration shall be given to continuity of membership while promoting participation of IRHA members.
6. All Committees should have geographical representation from throughout the state whenever possible.
7. Meetings may be called by the President or Committee Chairs or requested by 25 percent of the committee Membership. At least seven calendar days' written/email notice shall be given for committee meetings; in case of an emergency, however, notice may be given either by telephone or by Facsimile (FAX) up to twenty-four(24) hours prior to the meeting. Said notice shall set forth the day, hour, place and purpose of the meeting.
8. Committee agenda item(s) will be available to all members at least three days prior to meeting.
9. Members may sit on standing committee meetings with prior notification to committee chair.
10. Committee activities and recommendations will be submitted by committee chair as agenda items for Board action, as needed.
11. Standing committees may be established and dissolved by a two-thirds vote of the Board of Directors.

The following committees are hereby designated as COMMITTEES:

BYLAWS COMMITTEE. The Committee shall review Bylaws biennially, and as necessary, make recommendations to the Board of Directors and/or the membership and review petitions and challenges from the membership in regard to the Bylaws. The Committee is responsible for presenting policy and procedural recommendations for general organizational management to the Board for approval.

CONFERENCE COMMITTEE. The Conference Committee shall be responsible for planning conferences held by the Association, including a biennial membership meeting to be held at the time of the Association's Biennial Conference. Conferences in which the Association is the prime sponsor or which involve the expenditure or risk of expenditure of Association funds shall be approved by the Board of Directors.

SPECIAL COMMITTEES. The Board of Directors may authorize the establishment of additional committees (and task groups) as appropriate to the interest of the Association and consistent with these bylaws. The Board of Directors should report to the membership on the establishment of additional committees (and task groups), their membership and their activities on a periodic basis and at least annually.

ARTICLE VII. GENERAL PROVISION

RESPRESENTATIVES OF ASSOCIATION ON COMMISSIONS, BOARD OF DIRECTORS, TASK FORCES, AND LIKE GROUPS. Individuals representing the Association on policy making and advisory bodies will be appointed by the President with the approval of the Board of Directors. If there is need for haste, the President may poll the Board of Directors by telephone, Facsimile (FAX) or email. For these purposes, the consent of at least three Board of Directors members is needed. An alternate will be appointed in like manner. Such appointments will stand for one year and will require Board of Directors approval for renewal. Periodic reports shall be made to the Board of Directors on the activities of these entities in a format as determined by the Board of Directors.

CONFLICT OF INTEREST. When necessary, the Board of Directors by a majority vote may determine whether an actual or possible conflict of interest exists. In the exercise of voting rights by members of the Board of Directors, no individual shall vote on any issue, motion, or resolution which directly or indirectly inures to his or her benefit financially, except that such individual may be counted in order to qualify a quorum and, except as the Board of Directors may otherwise direct, may participate in the discussion of such an issue, motion, or resolution if he or she first discloses the nature of his or her interest, personally or on behalf of organizations with which he or she is affiliated.

ARTICLE VIII. CALENDAR

FISCAL YEAR. The Association's fiscal year will be the calendar year.

ARTICLE IX. DISSOLUTION

Upon dissolution of the Association or the termination of its activities, the assets of the Association remaining after the payment of all its liabilities shall be distributed exclusively to one or more organizations, to be identified at the sole discretion of the Board of Directors, which are organized and operated exclusively for such purposes as shall then qualify as an exempt organization or organizations under Section 501(c) (3) of the Internal Revenue Code of 1986. No part of the net earnings of the Association shall inure to the benefit of any member, director, or officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association in carrying out one or more of its purposes), and no member, director, or officer of the Association, or any private individual, shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Association.

ARTICLE X. AMENDMENTS

Bylaws will be voted on by mail, email or at the Biennial Conference. Revisions or amendments will be adopted upon ratification by a majority of votes returned.

ARTICLE XI. APPROVAL

This document is in effect, having been approved by the first Board of Directors with a majority vote.