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By-Laws

AIM By-Laws

Revised February 17, 2016


ARTICLE I – NAME, VISION and MISSION
The name of this corporation is the ASSOCIATION OF IMMUNIZATION MANAGERS (“Association”).
AIM Vision: A nation free of vaccine-preventable diseases.
AIM Mission: Through national leadership, advocacy, and collaboration, AIM represents and supports immunization programs in the development and implementation of effective immunization policies, programs, and practices at the state, local and territorial level.

ARTICLE II - PURPOSE
2.1 Purposes.
The Association is organized for the following purposes:
(1) To create a full partnership among immunization project areas directly funded by the Centers for Disease Control and Prevention’s National Immunization Program (“Project Areas”), state and local public health agencies, the federal government and private agencies to effectively prevent and control vaccine-preventable diseases and improve immunization coverage in the United States of America and its territories;
(2) To provide a forum for technical assistance for, and dissemination of information about effective immunization programs among members of the Association;
(3) To network or affiliate with appropriate organizations working toward comparable goals; and
(4) To promote adequate and efficient allocation of resources to immunization efforts and the prevention and control of vaccine-preventable diseases.

2.2 No Private Inurement.
The Association is not organized for profit, and no part of the net earnings shall inure to the benefit of or be distributable to its incorporators, members, officers, members of the Board of Directors (known as the “Executive Committee”) or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes.

ARTICLE III. MEMBERS
3.1 Membership and Powers.
There shall be three classes of membership in the Association: active, associate and honorary.
(1) Active Membership. Active Membership shall be limited to the public employee or official designated by any state, territorial or municipal government as the person primarily responsible for actively directing the immunization effort for that Project Area. Each Project Area represented shall be entitled to only one vote in official decisions or business of the Association. In such cases where the primary person responsible for actively directing the immunization effort for a Project is a federal employee, such projects must designate a non-federal employee as the Active member representing the project. In such cases, the federal employee may either participate in AIM as an Associate member (see section 3.1.2) or be designated as the proxy for the project by the Active Member (see section 3.3).
(2) Associate Membership. Associate Membership shall be open to any employee from any governmental immunization program within an Active Member’s Project Area or from any immunization-related organization in the Project Area. This member may attend all open meetings and participate on committees of the Association, but shall not be entitled to voting privileges and may not serve on the Executive Committee or hold any office of the Association.
(3) Honorary Membership. Honorary Membership may be open to any former Active or Associate Member whose status has changed, rendering him or her ineligible to continue as an Active or Associate Member, and to any person involved in immunization support activities who may be appointed as a national partner by vote of the Executive Committee. Honorary Members may serve as advisors and consultants to the Association. Honorary Members may attend all open meetings and participate on committees of the Association, but shall not be entitled to voting privileges and may not serve on the Executive Committee or hold any office of the Association other than the office of Immediate Past Chair.

3.2 Suspension and Termination.
(1) Any member or officer of the Association may be suspended or terminated by action of the Executive Committee for any act considered by the Executive Committee to be injurious or prejudicial to the interests of the Association.
(2) Indebtedness to the Association may be grounds for suspension or termination.
(3) No accused or accusing member shall be entitled to vote on the question of suspension or termination.
(4) More than three consecutive absences from a properly scheduled and noticed meeting of the Executive Committee shall be handled as outlined in section 4.6(2).

3.3 Proxy.
Active members may designate an individual proxy to act on their behalf at meetings such as the AIM Business Meeting, when elections are held, when they are unavailable. To designate a proxy, a member must specify the assignment of the proxy in writing and submit it to the Executive Director of the Executive Committee, or if the Executive Director is absent, to the Chair or Secretary-Treasurer of the Executive Committee.
(1) Whenever they are in attendance, the proxy holds all the powers and privileges of the person designating the proxy.
(2) Active members will ensure that proxies are kept up to date on all matters under consideration so that they may be ready to serve in an informed manner.
(3) The term of the proxy is set by the person designating the proxy.
3.4 Quorum and Voting.
(1) Except as otherwise required by law, or these By-laws: a quorum of members shall consist of one-third of the active members; provided that a quorum has been established, an action approved by a majority of the votes cast, shall be the action of the members. Active members may vote in person, by proxy, or by mail ballot; secret ballots and absentee ballots shall be used as determined by the Executive Committee under Section 5.2.
(2) Any action which may be taken by active members at a meeting may be submitted to the active membership for approval by mail vote. Provided that at least one-third (1/3) of the active members submit ballots, approval by a majority of the votes cast shall constitute the action of the active members.

ARTICLE IV. EXECUTIVE COMMITTEE
4.1 Functions and Powers.
(1) The business and affairs of the Association shall be managed by a Board of Directors known as the “Executive Committee.” The Executive Committee shall:
(a) have authority to act for and in the name of the Association and shall report any and all such actions to the membership within 30 days;
(b) propose amendments to the bylaws for approval by the members of the Association in accordance with Section 3.4;

(c) enforce the by-laws that are in effect;
(d) assure that all monies of the Association are used solely in the furtherance of the stated purpose of the Association and in manners consistent with the requirements for federal tax exemption under 501(c)(3) of the Internal Revenue Code;
(e) keep written records of all Executive Committee meetings and provide a summary report to the members of the Association within 30 days of each Executive Committee meeting;
(f) establish contracts and set the salary of, employ or terminate the Executive Director of the Association.

4.2 Membership.
(1) The Executive Committee shall be comprised of ten (10) active members, and the elected officers.
(a) All due consideration should be given to equal representation from each National Immunization Program Region.
(b) The immediate Past-Chair and the Executive Director of AIM are ex-officio, non-voting members of the Executive Committee for the purpose of continuity and communication.
(2) The total number of Executive Committee members may be increased or decreased by amendment to these bylaws; provided that the total number of members shall not be less than three (3) persons.

4.3 Terms.
The initial members of the Executive Committee, with the exception of the elected officers, shall serve one, two, or three year terms to be established by drawing ballots. At the organization meeting, the initial members of the Executive Committee shall draw ballots such that the terms of approximately one-third of the non-officer members shall expire each year for the first three successive years. In accordance with the voting provisions in Section 5.2, non-officer members of the Executive Committee will be elected annually to fill the positions of the members whose terms are expiring. Non-officer members shall serve approximate three-year terms, except for the initial members as noted herein. The elected officers shall serve an approximate one-year term as specified in Section 5.1.
4.4 Vacancies.
In the event of a vacancy on the Executive Committee, the Chair shall nominate, subject to the approval of the Executive Committee, a successor to fill the vacant seat. In the event of multiple vacancies on the Executive Committee, the Chair has the discretion to decide which terms the successors will be assigned to serve, subject to approval by the Executive Committee. At the next full membership meeting of the Association, the members shall vote to determine an active member to complete the term of the vacated position. Due consideration shall be given to geographic representation on the Executive Committee.

4.5 Meetings.
(1) Regular and Special.
(a) The Executive Committee shall convene at least two times per year, or as the Executive Committee may determine from time to time.
(b) Meetings may be conducted by means of conference telephone or similar communication by which all persons participating in the meeting are able to hear one another. Such participation shall constitute presence in person at the meeting.
(2) Notice. Neither the business to be transacted nor the purpose of any regular or special meeting of the Executive Committee need be specified in the notice of such meeting.

4.6 Attendance.
(1) Executive Committee members are expected to attend all meetings of the Executive Committee.
(2) If a member misses three consecutive meetings, s/he will be removed from the Executive Committee. Notification of removal shall be sent to the member in writing from the Chair.
(3) The member has the right to appeal to the Executive Committee to conduct a review of the member’s commitment.
(a) The appeal should be provided in writing within seven days of receiving notification of removal.
(b) The member must justify the absences and assure attendance at remaining meetings of his/her term.
4.7 Voting.
(1) Except as otherwise required by law, or these By-laws, any action approved by a majority vote, shall be the action of the Executive Committee. The Chair shall have the deciding vote in the event of a tie.
(2) Any action which may be taken by the Executive Committee at a meeting may be submitted to the Executive Committee members for approval by written consent, and the approval by all of the voting members shall constitute the action of the Executive Committee.
(3) Findings or actions of the Executive Committee shall be subject to reconsideration by the Association membership upon written petition by an active member submitted at the next Executive Committee meeting or submitted at the next full membership meeting.
ARTICLE V. OFFICERS AND ELECTIONS.
5.1 Officers.
The officers of the Association shall be the Chair, Chair Elect, and Secretary-Treasurer.
(1) The officers shall be elected for an approximate one-year term by a majority of the active members voting by absentee ballot or present at the full membership meeting held at the time designated by the Executive Committee, as outlined in Section 5.2(1).
(2) The officers shall serve in their elected position for a period of approximately one year, from the end of the previous officer’s term until the next annual AIM Business Meeting.
(3) Each Chair Elect shall serve as the Chair in the next year.

5.2 Elections.
(1) Election of officers and the Executive Committee shall be by secret ballot of active members voting by absentee ballot or present at the full membership meeting, provided there is a quorum of at least one-third of the active membership. In the event that the membership cannot meet face-to-face to hold its elections, the election of officers and members of the Executive Committee can be held via webinar or similar fashion, based on the approval of the Executive Committee. An absentee ballot process may be initiated at the discretion of the Executive Committee. Secret ballot shall be held for each office requiring election. In the event that the time period between annual meetings is longer or shorter than one year, officers shall serve for the length of time between meetings OR the Executive Committee shall determine length of service to provide for approximate parity of service terms.
(2) A slate of officers and Executive Committee members shall be prepared through an open nomination process. The nominations are to be presented to the members of AIM at least 7 calendar days prior to the full membership meeting at which voting will take place. During this formal notification process, the Executive Committee shall clarify whether additional names may be added prior to the ballot by nominations from the floor.
(3) A majority vote of those voting shall be required to elect officers. If more than two persons are on the ballot for any given office and none has received the majority of votes cast, the person receiving the least votes shall be deleted from succeeding ballots. This process will be repeated until one person has received the majority of votes cast. In the event an absentee voter has voted for a person whose name was subsequently deleted from the ballot, the absentee vote will not be included in the tally.
(4) The Executive Committee shall be elected by a single ballot and according to those receiving the most votes for the positions available.
(5) In the event of a tie during the election of an officer or Executive Committee member, the Chair or AIM Executive Director shall break the tie by coin toss in the presence of a designated third party (such as a member of the Executive Committee or AIM accountant) who shall serve as a witness to the outcome.
5.3 Vacancies.
(1) An office of the Association’s Executive Committee shall be considered vacant when the officer in question dies, resigns or becomes ineligible to continue as an active member of the Association.
(2) In the case of vacancy in the office of the Chair, the Chair Elect shall serve as the Chair.
(3) In the event of a vacancy of the Chair Elect or Secretary-Treasurer, the Executive Committee shall elect a successor from among themselves to serve the remainder of the term. As this member is fulfilling a vacated position, the member filling the position of Chair Elect must then run for the office of Chair, should s/he choose to do so, at the next full membership meeting.
(4) In the event of a vacancy in the non-officer members of the Executive Committee, the Chair shall nominate the person’s successor to fill the seat, as specified in Section 4.4. However, if the non-officer Executive Committee vacancy has occurred because the member has been elected to serve as Chair Elect or Secretary-Treasurer, the member will relinquish the remainder of his/her term as an Executive Committee member. In such an event, the person receiving the next highest number of votes during the Executive Committee election will be selected to complete the remainder of the term.

5.4 Duties of the Officers.
(1) Chair. The Chair shall preside over the full membership meetings of the Association and all meetings of the Executive Committee. The Chair shall oversee the affairs of the Association and shall perform the functions of a president.
(2) Secretary-Treasurer. The Secretary-Treasurer shall:
(a) ensure that notices of all meetings are issued;

(b) ensure that all resolutions and proceedings of meetings are recorded and distributed to the Association members within 30 days of any meeting;
(c) disburse Association funds to carry out the routine operating business and budgeted affairs of the Association;
(d) ensure that a record is appropriately kept of all monies payable to the Association; and,
(e) ensure that a register is kept of all members of the Association.
(f) All monies payable by the Association shall be paid by checks signed by the Executive Director upon written approval (facsimile acceptable) of the Secretary-Treasurer or Chair.
(3) Chair-Elect. The Chair-Elect shall function as Chair in the event of an absence of the Chair (temporary or permanent) and will fulfill other duties as assigned by the Executive Committee.

5.5 Executive Director.
(1) The Executive Director shall be employed, on a full- or part-time basis, by and be directly responsible to the Executive Committee.
(a) He/she shall be responsible for the administration and management of the Association’s operations.
(b) Subject to the budget approved by the Executive Committee, he/she shall employ and may terminate employment of staff necessary to complete the work of the Association.

5.6 Compensation.
(1) Executive Committee members and officers shall serve without compensation, but may receive reimbursement of out-of-pocket expenses incurred on the Association’s business.
(2) Compensation of staff and other agents shall be set by the Executive Committee.

ARTICLE VI. COMMITTEES
6.1 Committees.
(1) The following two committees shall be appointed by the Executive Committee: a Bylaws/Nominating Committee and a Finance Committee.
(2) Additional standing or ad hoc committees (e.g., federal agency interface committees, policy or other committees) may be established by action of the Executive Committee or resolved by the membership of the Association.
(3) All committee reports shall be provided in writing to the Secretary-Treasurer within 30 days following meetings.

ARTICLE VII. DUES
7.1 Dues.
(1) The annual dues for members shall be as proposed by the Executive Committee and approved by active members. The dues shall be payable within 90 days of notice.
(2) The fiscal year will begin October 1 and end September 30 of the following year.

ARTICLE VIII. AFFILIATIONS
8.1 Affiliations.
The Association may affiliate with any organization having goals in common with those of the Association, upon approval of a two-thirds (2/3) majority of active members voting.
ARTICLE IX. LIABILITY AND INDEMNIFICATION
9.1 Liability.
In the absence of fraud or bad faith, the Executive Committee members of the Association shall not be personally liable for its debts, obligations, or liabilities.
9.2 Indemnification.
The Association shall indemnify any Executive Committee member or officer, present or former, against expenses incurred in connection with the defense of any action, suit, or proceeding in which he/she is made a party by reason of being, or having been, such Executive Committee member or officer, to the maximum extent permitted by law. Such indemnification shall not be deemed exclusive of any other rights to which such Executive Committee member or officer may be entitled, under any By-law provision, agreement, vote of the Executive Committee, or otherwise.

Doc # 189870v.2




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