Revised March 19, 2003
Association of Immunization Managers
By-Laws
ARTICLE I - NAME
The name of this corporation is the ASSOCIATION OF IMMUNIZATION MANAGERS (“Association”).
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 and on committees of the Association (with the exception of Executive
Committee meetings) whenever 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 each year to
fill the positions of the members whose terms are expiring. Non-officer members
shall serve three-year terms, except for the initial members as noted herein.
The elected officers shall serve a 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. 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 a 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 one-year period
from the end of the previous officer’s term.
(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 held in conjunction with the Annual Program Managers Meeting or the
National Immunization Conference, provided there is a quorum of at least one-third
of the active membership. An absentee ballot process may be initiated at the
discretion of the Executive Committee. Secret ballot shall be held for each
office requiring election.
(2) The Nominating Committee shall prepare a slate of officers and Executive
Committee members. 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 Nominating 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.
5.3 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.
