SECTION I The elected officers of the Association shall consist of President, Vice President, Secretary and Treasurer.

SECTION II The Officers shall be elected by the Board of Directors from its membership who have served on the Board, at a minimum, the previous year and shall serve for a term of one (1) year. Officers may be elected to three (3) successive terms, but shall not serve another term in the same office until a lapse of at least one (1) year.

SECTION III The President shall preside at all meetings of the Association and Board of Directors. The President shall be a ex-officio member of all standing committees and shall have the general powers and duties usually vested in the office of president of an organization.

SECTION IV The Vice President shall perform the duties of the President during the President’s absence and assume the office upon resignation of the President.

SECTION V The Secretary shall keep the minutes of all meetings of the Association and the Board of Directors and performs other duties from time to time.

SECTION VI The Treasurer shall be the Chief Financial Officer of the Association. In cooperation with the Executive Director, they shall:

	1)	prepare an annual budget for Board of Director approval;
	2)	receive and disperse all funds of the Association;
	3)	maintain appropriate records of all financial transactions;
	4)	prepare required state and federal financial statements and those set by the Finance Committee;
	5)	provide periodic written financial statements;
	6)	oversee the conducting of an independent annual non-certified audit.

SECTION VII New officers shall be elected at the Board meeting following the Annual Meeting and take office at the close of the June Board meeting.

SECTION VIII Ex-Officio Provision. The immediate past President of the Association shall serve as an exofficio member of the Board for one (1) year. The past President may not be appointed to chair one of the Standing Committees during that year.

SECTION I Composition - The Board of Directors shall be composed of fifteen (15) agency members: six (6) members elected from one of each six (6) geographic regions, five (5) members elected (one each) to represent the five (5) following organizational sections: Official, Government Non-profit, Health Care Facility Based, and Proprietary (each member must select the one most appropriate); two (2) members elected (one each) to represent the following disciplines; Noncertified Home Care Aide and Nursing (each member must select the one most appropriate); and two (2) members at large. The election sequence shall be:

	(A)	Odd years - one (1) Director elected for two (2) full year terms from each of the following regions: Northeast, Central and Southwest.
	(B)	Even years - one (1) Director elected for two (2) full year terms from each of the following regions: Northwest, East and Southeast.
	(C)	Odd Years - one (1) Director elected for two (2) full year terms from each of the following sections/discipline: Official, Health Care Facility Based and Non-certified Home Care Aide.
	(D)	Even years - one (1) Director elected for two (2) full year terms from each of the following sections/discipline: Non-profit, Proprietary, and Nursing.
	(E)	Annually - three (3) members elected at large for one (1) year terms In the event no member of a section or discipline is willing to run for a position on the Board of Directors during that section’s/discipline’s election year, the Membership shall elect an individual to serve an atlarge position for the term of that section/discipline. Nominations would come from the floor. Determination of the section/discipline for a agency shall occur at the time of initial and each renewal of application for membership.

SECTION III Quorum - A majority of the Board, one of which shall be the President or Vice-President, shall constitute a quorum for the transaction of business. Any member of the Board who has been absent from two (2) consecutive meetings of the Board without notification o sufficient cause is automatically removed from office and shall be so notified by the Board.

SECTION IV Vacancies - When a vacancy occurs on the Board of Directors, the Board shall appoint a member to serve in the interim until the next opportunity occurs to elect a member from an a section/discipline, district or at-large, e.g. district or section or discipline meeting, or membership business meeting. When a vacancy occurs in an office of the Board, e.g. Vice President, Secretary, or Treasurer, a majority vote of the Board shall elect another Board member to the office vacated. A vacancy occurring in the office of President shall be automatically filled by the Vice-President.

SECTION V Fiduciary Duty- A Board of Director member shall not be personally liable to the Association or its members for monetary damage for breach of fiduciary duty provided the director acted in good faith, was not involved in intentional misconduct or knowingly violated the law for a transaction from which the director derived an improper personal benefit.

SECTION I Standing Committees - The President shall select Board Members to be chairpersons of the association’s Standing Committees. The Board of Directors shall approve all selections. The Treasurer shall chair the Finance Committee.

	A)	Bylaws
	B)	Finance
	C)	Long Range Planning
	D)	Governmental Affairs
		1) Legislative 2) Regulatory
	E)	Membership
	F)	Member Education
	G)	Consumer Education

SECTION III Selection of Committee Members - The President shall select committee members from volunteers of the association membership with two exceptions. Exceptions shall be the Membership Committee and the Long-range Planning Committee. The Membership Committee is comprised of District Representatives on the Board. The Long-range Planning Committee is comprised of the Board of Directors.

SECTION IV General Functions - Each committee chairperson is responsible for recording meeting minutes and submitting copies of the minutes to the Executive Director. Each committee chairperson shall report on committee activities at each board meeting. Committee shall meet as is necessary to fulfill their function.

SECTION V Specific Functions of Standing Committees

	A.	Bylaws - This committee shall draft and present to the Association for approval revisions to the By-Laws.
	B.	Member Education - This committee shall develop,organize, and conduct programs and gather materials to meet the educational needs of the membership. This committee shall also have the responsibility for planning and coordinating the Annual Meeting and other meetings a authorized by the Board of Directors. The committee may solicit assistance from the Noncertified Home Care Aide and Nursing disciplines to assist in the development of educational programs specific for their discipline’s membership.
	C.	Finance - This Committee shall develop the budget ofthe Association which is approved by the Board of Directors. This Committee shall implement recommended standard financial accountability.
	D.	Governmental Affairs -
		1. Legislative - This committee shall monitor current state and federal legislation pertaining to home care and develop appropriate strategies. 2. Regulatory - This committee shall monitor current regulatory issues and develop appropriate strategies.
	E.	Long-Range Planning - This Committee shall develop and propose short and long term goals for the Association and shall work to expedite these goals.
	F.	Membership - This Committee shall recommend eligibility criteria for membership. It shall solicit new members. The Board of Directors shall have the responsibility for accepting or rejecting applications for membership.
	G.	Consumer Education - This Committee shall be responsible for planning and advising membership in promoting the concept of home care. It shall collaborate with the Membership chairperson to promote the objectives of the Association and shall work particularly with home care consumers, funding bodies and potential sources of referral.

SECTION VII Quorum - The Committee quorum shall be a simple majority of those present and voting.

SECTION I Agency Membership - Membership is available to any agency which is recognized by the Iowa Association for Home Care as a provider of home health care in the State of Iowa.

An aqency is defined as an organization that provides home health care and maintains its own budget and/or financial statement or maintains its own location or designated personnel or has its own provider number.

An agency may be part of a multi-agency organization, e.g. management corporation. For membership purposes, the multi-agency organization cannot join as one agency, but it is required that 80% of the agencies within that corporation will maintain full membership status, dues being paid for each of those agencies within the designated 80%.

The section of each agency shall be determined at application for membership. Change may occur after advising the Association office at least thirty days prior to election.

SECTION II Associate Membership - Membership is available to any organization, institution or association interested in home care, but which does not meet requirements for agency membership.

SECTION III Agency membership shall be terminated if renewal of dues is not received by September 1st of the program year.

SECTION IV Agency membership may be subject to disciplinary action, suspension and/or expulsion from the Association by the Board of Directors if violation of the Code of Ethics is determined. (Refer to Code of Ethics)

SECTION V A member may end Association membership at any time through written request for termination of membership to the Executive Director. Dues are nonrefundable.

SECTION VI Voting Rights - Only agency members have voting rights.

The program year shall be from July 1 through June 30 in setting terms of officers, committee appointments, collection of dues, and maintaining voting rights.

SECTION I The amount of the annual dues shall be suggested by the Board of Directors and be voted on by the Membership at the Annual Meeting.

SECTION II The amount of dues payable shall be determined by the type of membership, e.g. agency or associate.

SECTION III Dues shall be payable on July 1, and paid by September 1st
to be eligible for membership through June 30.

SECTION I Meetings

	A.	The Annual Meeting shall be at a time designated by the Board of Directors. Notice of each meeting shall be given to the membership at least one (1) month prior to date of the meeting.
	B.	Special meetings may be called at the discretion ofthe Board of Directors. Written notice shall be sent one month in advance of such meeting.
	C.	Emergency meetings may be called with fortyeight (48) hours advance notice.

SECTION I Appointment - The Executive Committee, composed of the officers of the Board, shall make recommendations to the Board on appointment, discharge, and reimbursement for an Executive Director who shall be the Chief Administrative Officer of the Association.

SECTION II Duties - The Executive Director, who reports to the Board of Directors, is responsible for implementing the policies of the Board of Directors; be responsible for responsible for day-to-day operation of the Association; employ, supervise and discharge personnel.

The Bylaws may be adopted or amended at any regular or special meeting of the Association by a two-thirds (2/3) vote providing there is a quorum. The membership shall be notified in writing of the proposed amendments one week in advance of the meeting.

Robert’s Rules of Order, Revised, shall govern parliamentary questions at any meeting of the Association or its committee.

Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association to such organization or organizations organized and operated exclusively charitable, educational, religious, or scientific purposes and shall at the time qualify as an exempt organization or organizations under Section 501 (e) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.