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Our Bylaws

Carolinas Healthcare Public Relations and Marketing Society
Amended December, 2012

ARTICLE I - Name
The name of this Society shall be the Carolinas Healthcare Public Relations and Marketing Society, hereinafter referred to as CHPRMS.

ARTICLE II - Mission and Strategy for Fulfilling Mission

Section 1. The mission of CHPRMS is to facilitate the professional development of its members.

Section 2. The following strategy will be used to fulfill the mission of the organization:

a. Promote professional development by seeking to equip healthcare public relations and marketing practitioners with the skills, knowledge and tools they need to be successful. This will be done through educational activities, seminars, publications and networking opportunities.

b. Bring together healthcare public relations and marketing professionals for the purpose of networking.

c. Advocate and recognize professional excellence among the membership.

ARTICLE III - Membership

Section 1. There shall be two classes of membership in the Society: Active and Honorary.

a. Active members shall include individuals with interests or responsibilities in public relations and/or marketing and who provide their services on behalf of healthcare providers and other healthcare-related organizations, primarily in North and South Carolina.

b. Honorary Life members shall include those who have earned distinction and noteworthy acclaim as leaders in hospital public relations and marketing. Such Honorary Life memberships may be granted at the discretion of the board of directors. Honorary Life members shall not be required to pay annual dues.

Section 2. All new applications for membership shall be referred to the Membership Committee, which shall make recommendations to the Board of Directors.

Section 3. Members in good standing have paid the current year dues and uphold the Bylaws of the Society. Only Active members in good standing are accorded a vote in Society matters.

Section 4. The Board of Directors shall establish the amount of annual dues. The Society's fiscal year and calendar year are the same, January 1 to December 31.

Section 5. New members inducted after July 1 of a calendar year shall have membership extended to them through December 31 of the following year.

Section 6. Termination of Membership

a. Resignation. A member may resign from the Society at any time by writing to the Society president.

b. Action by the Board of Directors. The Board of Directors of the Society may suspend or expel any member for cause, after giving such member the opportunity to a hearing before the Board of Directors. Suspension results in revocation of all member privileges, including but not limited to voting rights and discounts to professional development seminars sponsored by the Society.

"For cause" shall include but not be limited to: (1) any violation of these Bylaws, (2) any conduct on the part of said member that is prejudicial to the interests and welfare of the Society and its members, as defined by the Board of Directors.

A member may be suspended or expelled by an affirmative vote of two-thirds of the members of the Board of Directors present and voting. Any member suspended or expelled may be reinstated by an affirmative vote of a majority of the members of the Board of Directors present and voting.

c. Non-payment of dues. Membership of any person who has not paid annual dues within 60 days of the date on which dues are payable shall be automatically terminated.

ARTICLE IV - Affiliations

Section 1. The Carolinas Healthcare Public Relations and Marketing Society shall foster and maintain a close, continuing relationship with the North Carolina Hospital Association and the South Carolina Hospital Association.

Section 2. The Carolinas Healthcare Public Relations and Marketing Society shall encourage its members to belong to the AHA Society for Healthcare Strategy and Market Development.

ARTICLE V - Officers and Directors

Section 1. Only Active members in good standing shall be eligible to hold office in the Society.

Section 2. The elected officers of the Society shall be a President, a President-elect, a Secretary, and the Immediate Past President. A Treasurer shall be appointed by the President with the concurrence of the Board of Directors. These officers shall serve as the Executive Committee of the Board of Directors.

Twelve at-large members of the Board of Directors shall be elected by the members.  Directors are to serve three-year terms, and may serve no more than two consecutive three-year terms.  Terms of elected directors shall be staggered to ensure continuity. These officers and directors shall perform the duties prescribed by these Bylaws, and by the parliamentary authority adopted by the Society.

Section 3. Officers shall be elected to serve for one year or until their successors are elected, and their terms of office shall begin at the close of the annual meeting at which they are elected. Directors shall be elected for three-year terms and their terms of office shall begin at the close of the annual meeting at which they are elected.

Section 4. No member shall hold more than one office at a time, and no member shall be eligible to serve more than two consecutive terms in the same office except by three-fourths vote of the membership at its annual meeting at which officers are elected.

Section 5. The President of the Society shall preside at all meetings of the Society and of the Board of Directors. The President shall appoint the chairmen and members of committees as established by the Board of Directors with two exceptions: the Chair of the Program Committee for the annual fall conference shall be the Society's President-elect and the Secretary shall be the Chair of the Program Committee for the spring workshop. The President shall be an ex-officio member of all committees.

Section 6. The President-elect shall serve as Chairman of the Program Committee for the annual fall conference, and, in the absence of the President, shall preside at meetings of the Society and the Board of Directors. Subject to membership approval as part of the annual election of officers, the President-elect shall assume the office of President in the year following her/his term as President-Elect, in case of resignation or disability of the President.

Section 7. The Secretary shall keep an accurate record of all proceedings of the Society and shall serve on the Membership Committee. Subject to membership approval as part of the annual election of officers, the Secretary shall assume the position of President-elect in the year following her/his term as Secretary. The Secretary shall be the Chair of the Program Committee for the spring workshop.

Section 8. The Treasurer shall have charge and control of the Society's money, and shall receive and expend all monies of the Society as directed by the Board. The Treasurer shall be responsible for keeping an accurate record of all the Society's financial matters, shall submit reports as required by the Board, and shall serve on the Membership Committee.

Section 9. The Immediate Past President shall serve as an officer of the Board of Directors for one year following her/his term as President.

Section 10. There shall be a Council of Past Presidents of the Carolinas Healthcare Public Relations and Marketing Society. The Council shall be advisory to the officers and Board of Directors. The chairman of the Council shall be the immediate past president of the Society. Activities and areas of interest of the Council shall be jointly determined by the President of the Society and the chairman of the Council and approved by the Board. The Board of Directors may, from time to time, request assistance of the Council in furthering the aims of the Society.

Section 11. The selection of officers and directors in the Society shall be representative of the Society’s membership.

Section 12. Succession of Executive Officers. Unforeseen circumstances may result in vacancies among the exectuive leadership of the Society.  The Board of Directors shall have the responsibility and flexibility to appoint, extend the term(s) of, create leadership sharing or other arrangments that provide for the continous executive leadership of the Society for the benefit of its members.

ARTICLE VI - Meetings

Section 1. The annual meeting of the Society shall be set by the Board of Directors, and members notified in writing of the time and place at least 60 days prior to the meeting.

Section 2. Special meetings can be called by the President or the Board of Directors and shall be called upon written notice of five members of the Society. The purpose of the meeting shall be stated in the call.

Section 3. Proxy voting shall not be permitted at any annual or called meetings of the Society.

Section 4. The Board of Directors may choose to conduct elections of officers and directors and balloting on changes in the Society’s bylaws through electronic means.

ARTICLE VII - Board of Directors

Section 1. The elected officers of the Society and the Directors shall constitute the Board of Directors.

Section 2. Only Active members of the Society in good standing shall be eligible to serve on the Board of Directors of the Society.

Section 3. The Board of Directors shall have general supervision of the affairs of the Society between its business meetings, set the date of meetings, make recommendations to the Society, and shall perform such other duties as are specified in these Bylaws.

Section 4. Special meetings of the Board of Directors can be called by the President and shall be called upon written request of three members of the Board.

Section 5. The Board of Directors shall be subject to the orders of the Society.

Section 6. Any board member who misses two or more board meetings in a calendar year, without the prior approval of the President, will be considered to have resigned his or her position but will retain membership in the Society, as long as all other qualifications for membership have been met.

Section 7. Vacancies occurring by resignation shall be filled by appointment of the President, subject to a vote of the Board of Directors at its next meeting.

ARTICLE VIII - Committees

Section 1. The Program Committee for the annual fall conference shall be headed by the President-elect and shall begin its work promptly after the annual meeting. The Committee shall submit its report to the Board of Directors six months prior to the next annual meeting. The Secretary shall be the Chair of the Program Committee for the spring workshop.

Section 2. The Membership Committee shall consist of the Society's secretary, treasurer, and a Chairperson appointed by the President with the concurrence of the Board of Directors. The Membership Chairman shall be responsible for maintaining an updated list of members, for publishing the annual membership directory of the Society, for corresponding with new members, and for welcoming new members at the annual meeting. The Membership Committee shall seek to enlist new members into the Society.

Section 3. The Nominating Committee shall present to the Board of Directors at least 60 days in advance of the annual meeting a slate of candidates to fill the office of Secretary and to fill director positions on the Board of the Society that shall be open at the end of the Society year. The Nominating Committee shall be appointed by the President and shall be chaired by the Immediate Past President. The proposed slate of candidates, including any changes made by the Board, shall be approved by the Board prior to its submission to the membership by the Secretary at least 30 days prior to the membership vote at the fall meeting. The slate of candidates may be submitted to members via electronic means, either through electronic mail and/or by posting on the Society’s website.

Section 4. The Sponsorship Committee shall consist of the Society's treasurer and a Chairperson appointed by the President with the concurrence of the Board of Directors. The Sponsorship Committee shall solicit sponsorships for Society activities, including speakers and events at the Society’s annual meeting, and maintain a relationship with sponsors to enhance sponsors’ visibility with Society members and offset Society expenses for its annual conference and ongoing activities.

Section 5. The President, with the consent of the Board of Directors, may appoint other committees as may be required for the expeditious handling of the Society's affairs.

Section 6. The Board of Directors may elect to conduct the Society's business by an Executive Committee composed of the elected officers. To be valid and enforceable, all actions of the Executive Committee must be affirmed by the Board of Directors at its next meeting.

ARTICLE IX - Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Society may adopt.

ARTICLE X - Amendment of Bylaws

These Bylaws can be amended at any regular meeting of the Society or by electronic balloting by a two-thirds vote, providing the amendment has been submitted in writing at least 30 days prior the close of balloting.

ARTICLE XI - Disposition of Assets

The Society is organized exclusively for charitable, scientific and educational purposes as a not-for-profit association. It shall be so conducted that no part of its income and earnings shall inure to the benefit of any member, director, officer, or other individual. Since it is a non-profit organization, upon dissolution, any assets of the Society shall be distributed equally between the North Carolina Hospital Association and the South Carolina Hospital Association, as eleemosynary organizations, enjoying an exempt status under Section 501(c)(3) of the Internal Revenue Code or successor statutory authority.

(Adopted by the membership of the Carolinas Hospital Public Relations and Marketing Society on November 19, 1981. Amended November 18, 1982; September 24, 1985; December 7, 1989; November 19, 1992; December 2, 1993; November 10, 1994; December, 1995; November 20, 1997; November 12, 1998; December 7, 2000, November 16, 2002, May 19, 2006, December 9, 2010 and December 6, 2012.)