WHO / WHO Bylaws 2008

BYLAWS OF THE WILLOW HEALTH ORGANIZATION

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ARTICLE I. NAME AND TERM

SECTION 1—NAME

The organization shall be known as the Willow Health Organization Inc. ( WHO ), and the mailing address shall be P.O. Box 1027 , Willow, Alaska 99688.

SECTION 2—TERM

The term of the organization shall be perpetual.

ARTICLE II. PURPOSE

The purpose of the Willow Health Organization shall be to promote all aspects of the health & wellness of Willow residents.

ARTICLE III. MEMBERSHIP

SECTION 1—MEMBERSHIP

Membership in WHO shall be open to all adult residents of the Willow area and to any adult who has an interest in the health and wellness of the Willow residents. Each member shall be entitled to one vote at a general meeting. A person shall be declared a member after registering at a previous meeting.

ARTICLE IV. ORGANIZATION

SECTION 1—OPERATION

WHO shall be operated by a board of directors, which will consist of 4 officers and one member at large.

All board members and officers must be current members of the organization.

The member at large shall be elected at the annual meeting occurring in even numbered years.

SECTION 2—OFFICERS AND DUTIES

The officers shall be : President, Vice President, Secretary, Treasurer.

  1. PRESIDENT. The President of WHO shall be elected at the annual meeting occurring in even numbered years. He/she shall be the chief executive officer of WHO and the Board. The duties of the President shall be as follows:
    1. Determine the agenda, order of business, preside over and conduct the meetings of the organization in accordance with its Bylaws;
    2. Serve as principle contact of the organization and direct its activities;
    3. Determine necessity of special meetings of the Board;
    4. Assign Board and WHO directives and programs to standing committees, or create special committees;
    5. Assign membership to all standing and special committees not otherwise provided for in the Bylaws and, in general, perform all duties as may be prescribed by the Board of Directors of WHO.
  2. VICE PRESIDENT. The Vice President of WHO shall be elected at the annual meeting occurring in odd numbered years. He/she shall assist the President in execution of his/her duties and perform other duties as follows:
    1. Perform the duties of the President in the absence of the President at a meeting or in case the office becomes vacant;
    2. Perform such other duties as may be prescribed by the President or the Board.
  3. SECRETARY. The Secretary of WHO shall be elected at the annual meeting occurring in even numbered years. The Secretary shall maintain the seal of the organization, officially record its activities, and perform other duties incident to the office of Secretary, including but not limited to:
    1. Keep minutes of all Board of Directors and WHO meetings;
    2. Keep a register of all current members.
    3. Serve as custodian of all records, documents and correspondence;
    4. Maintain a current set of the Articles of Incorporation and Bylaws of WHO available to all;
    5. Keep a log of Board and member attendance.
    6. Attach the sign-in sheet for each meeting with the minutes.
    7. Shall supervise and conduct elections and all special votes of WHO and WHO Board by ballot if necessary, as determined by the President;
    8. Perform such other duties as may be prescribed by the President or the Board.
  4. TREASURER. The Treasurer shall be elected at the annual meeting occurring in odd numbered years and shall be the financial officer of the organization and perform such other duties as are incidental to the office of Treasurer, including but not limited to:
    1. Charge and custody of all accounts, receipts, and financial assets of WHO , collection and disbursements of such funds as required in keeping with prudent financial practices and policies established by the Board.
    2. Maintain bookkeeping and records of such accounts and release them to the Audit Committee upon request.
  5. MEMBER AT LARGE. The member at large shall be elected at the annual meeting occurring in even numbered years and shall be highly committed to the goals of WHO and a resident of Willow or the surrounding area. The duties of the member at large include but not limited to:
    1. Perform duties that may be prescribed by the President or the Board.

ARTICLE V. MEETINGS

SECTION 1—PRESIDING AUTHORITY

Meetings shall be presided over by the President or, in his/her absence, the Vice President. In absence of both, an acting President may be appointed by the Board or the President.

SECTION 2—FREQUENCY OF MEETINGS

  1. Annual General Meeting—Shall be set by the Board in April of every year for conduct of elections, annual reports, and other business of the Willow Health Organization.
  2. Regular Board Meetings—Shall be held a minimum of 6 times a year.

SECTION 3—QUORUMS

  1. Annual Meeting—A quorum at an annual meeting for election of officers shall be no less than a majority of active members. An active member being one who has attended at least 2 meetings in the current year.
  2. Regular Meetings—A quorum at a Regular meeting for any business of the Willow Health Organization shall be no less than a majority of the Board of Directors.
  3. Special meetings may be called by the President or the Board or shall be called upon written request of ten members of the organization. The purpose of the meeting shall be stated in the call. No business shall be transacted except that mentioned in the call of the special meeting.
  4. A quorum for each meeting is to be established at the beginning of each meeting.

SECTION 4—CONDUCT OF MEETINGS

  1. Shall be presided over by the President, or in his absence, the Vice President, or a duly appointed Acting President.
  2. Although only members of the Board are allowed to vote at Regular meetings, the public must be given the opportunity to speak before the Board at any meeting. The public is encouraged to attend all meetings.
  3. Meetings shall be conducted under Robert’s Rules of Order, Rev., to the extent that they are not in conflict with these bylaws.

ARTICLE VI. TERMS OF OFFICE

SECTION 1—TERMS

Terms of office in the WHO shall be as follows—

  1. All officers and Board members shall be elected by a simple majority of the membership at large at the annual meeting in April.
  2. Annual elections shall be conducted by the Secretary and shall be by ballot.
  3. Term of office for all officers and Board members is two years. Board members may serve no more than two consecutive terms in the same office.

SECTION 2—REMOVAL AND REPLACEMENT OF OFFICERS OR BOARD MEMBERS

  1. An officer or Board Member may be removed for due cause† i.e: behavior that violates the aim and purpose of the organization. by a simple majority vote of the Board of Directors present at any legal meeting;
  2. In the event of removal or resignation the President shall, subject to Board approval, appoint replacement Board members or officers until the next scheduled election.
  3. Three unexcused absences in a year may be grounds for removal of any elected officer or Board member. An unexcused absence is one for which an Officer or Board member has failed to notify the President or the Secretary that he/she will be unable to attend.

ARTICLE VII. COMMITTEES:

SECTION 1—AUDIT COMMITTEE

  1. Shall be appointed by the President once a year to audit the organization’s financial records and to report at the annual meeting. Shall consist of no less than 3 members, one of whom must have a financial background.

SECTION 2—NOMINATING COMMITTEE

  1. Shall be appointed by the President prior to the annual elections to gather nominations for the positions open that year. Shall consist of no less than 3 members.

SECTION 3—OTHER COMMITTEES

  1. Such other committees, standing or special shall be appointed by the President as the organization or the Board shall at times deem necessary. The President shall be an ex-officio member of all committees except the Nominating Committee.

ARTICLE VIII. AMENDMENTS:

Amendments to the Bylaws shall be made at a regular meeting of the organization provided that notice of least 7 days has been given to the membership.

Bylaws adopted by Willow Health Organization at the meeting held February 12, 2008.

President Nina Davidson

Secretary Ronda Michael

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Nina Davidson, President
Phone: 1112 Email
Meets: 2nd Tuesday every month 7PM WCC
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