Originated 1968 Revised: 1977 Revised: 1981 Revised: 1985 Revised: 1987 Revised: 1988 Revised: 1988 Revised: 1990 Revised: 1991 Revised: 1996 Revised: 2000 Revised: 2002 Revised: 2004

Article I Name Article II Object Article III Membership Article IV Officers Article V Board of Directors Article VI Executive Government Article VII Annual Business Meeting Article VIII Delegation Article IX Medical Advisor Article X Chapter Organizers Article XI Committees Article XII Fiscal Year Article XIII Ethics Article XIV Amendments

Article I -- Name

The organization shall be known as the Minnesota Society for Respiratory Care (hereafter called the Society) a chartered affiliate of the American Association for Respiratory Care (hereafter referred to as the AARC).

The area included within the boundaries of this Society shall be the boundaries of the State of Minnesota.

Article II -- Object

Section 1. Purpose

1. Encourage education programs for those persons interested in respiratory care.
2. Advance the science, technology, ethics, and art of respiratory care through institutes, seminars, conferences, publications, and other material.
3. Facilitate cooperation and understanding between respiratory care personnel and the medical profession, allied health professions, hospitals, service companies, industry, governmental organizational and other agencies interested in respiratory care.
4. Provide education of the general public in pulmonary health promotion and disease prevention.

Section 2. Intent

1. No part of the monies of the Society shall inure to the benefit of any private member, nor shall the Society perform particular services for individual members thereof.
2. The Executive Government shall provide for the distribution of the funds, income, and property of the Society to charitable, education, scientific, or religious corporations, organizations, community chests, foundations, or other kindred institutions maintained and created for one or more of the foregoing purposes. These organizations must be exempt from income taxation under provisions of Sections 501, 2055, and 2522 of the Internal Revenue Code, or changes which amend or sections which supersede the said sections.
3. In the event of the dissolution of this Society, whether voluntary or involuntary, all of its remaining assets shall be distributed in such manner as the Executive Government of this Society shall by majority vote determine to be best calculated to carry out the objectives and purpose for which the Society upon dissolution may be made available to any similar charitable, educational, scientific, or religious corporations, organizations, community chest, foundations, or other kindred institutions maintained and created for one or more of the foregoing purposes. At the time of distribution the payee or distributees must be exempt from taxation under the provisions of Sections 501, 2055, and 2522 of the Internal Revenue Code or changes which amend or supersede the said sections.
4. The Society shall not commit any act, which shall constitute unauthorized practice of medicine under the laws of the State of Minnesota.

Article III -- Membership

Section 1. Classes

The membership of the Society shall include three (3) classes: Active member, Associate Member, and Special Member.

Section 2. Active Member

1. An individual is eligible to be an active member if she/he works in Minnesota, and meets one of the following: 1. Is legally credentialed as a respiratory care professional in the state, or 2. Is a graduate of an educational program in the respiratory care accredited by an AARC recognized agency.
2. Active members in good standing shall be entitled to all rights and privilege of membership of the society including the right to vote and hold office and committee positions.

Section 3. Associate member

1. An individual will be classified as an Associate Member if she/he holds a position related to respiratory care and does not meet the requirements to become an Active Member. Associate Members shall have all the rights and privileges of the Society except that they shall not be entitled to hold office, vote or serve as chairperson of any standing committee of the Society. There shall be the following subclasses of Associate Membership:
2. Student Member: An individual will be classified as a Student member if she/he is enrolled in an AARC recognized accredited education program in respiratory care or in an educational program in respiratory care in the process of AARC-recognized accreditation. This status will remain valid for a period not to exceed three (3) months following graduation.
3. Physician Member: An individual will be classified as a Physician Member if she/he meets all the requirements for Associate Membership and is duly licensed as a Doctor of Medicine or Osteopathy.
4. Industrial Member: An individual will be classified as an Industrial Member if she/he meets all the requirements for Associate Membership and her/his primary occupation or business or a majority of business time is directly or indirectly devoted to the manufacture, sale, or distribution of equipment or products which are directly or indirectly used in the area of respiratory care, and she/he does not meet eligibility for Active Membership.

Section 4. Special Member

1. Life Member: Life members shall have been active members who have rendered outstanding service to the Society. Life membership may be conferred by a majority vote of the Executive Government. Life Members shall have all the rights to hold office, hold committee chairs and vote. Life Members shall be exempt from payment of dues.
2. Honorary Member: Honorary membership may be conferred upon persons who have held Associate status and have rendered distinguished service to the field of respiratory care. She/he shall be conferred Honorary Membership status by a majority of the Executive Government. Honorary Members shall have all the rights and privileges of membership of the Society except that they shall not be entitled to hold office, hold committee chairs, or vote. Honorary Members shall be exempt from payment of dues.

Section 5. Application for Membership

1. An applicant of Society Membership shall submit her/his application to the Executive Office of the AARC.
2. Any number of members may object to approval of an applicant for membership by filing written objection with the Chairperson of the Membership Committee within thirty (30) days after official notification of applicant's request of membership. If an objection is received, the Membership Committee shall review the written objection to the membership status and make a recommendation to the Executive Government to approve or deny the application.

Article IV -- Officers

Section 1. Officers

The officers of the Society shall consist of the President, President-elect, Vice President, Secretary, Treasurer, and Immediate past President.

Section 2. Term of Office

1. The term of office for officers shall be one (1) year, except for the term of treasurer and secretary, which shall be (2) years. The term shall begin January 1.
2. The President and President-elect shall not serve more than one (1) consecutive term in the same office.
3. The Vice President shall not serve more than three consecutive terms in the same office.
4. The Treasurer and Secretary shall not serve more than two consecutive terms in that office.

Section 3. Vacancies

1. In the event of a vacancy in the office of President, the President-elect shall become Acting President to serve the unexpired term, and shall serve her/his own, the successive term as President.
2. In the event of a vacancy in the office of the President-elect, the Vice President shall assume the duties but not the office of the President-elect, as well as her/his own until the next scheduled election.
3. Any vacancy in the office of Vice President, Secretary or Treasurer shall be filled by the election of a qualified individual by the Executive Government. Individuals so elected shall serve the remainder of the vacated term.
4. Any vacancy in the office of Past President will remain but a qualified individual elected by the Executive Government will assume the duties.

Section 4. Duties of Officers

1. President: The President shall be the Chief Executive Officer of the Society. She/he shall: Preside at the Annual Business Meeting and all meetings of the Executive Government; prepare an agenda for the Annual Business Meeting and submit it to membership not fewer than thirty (30) days prior to such a meeting in accordance with Article VII of these Bylaws; prepare such an agenda for scheduled meetings of the Executive Government not fewer than fifteen (15) calendar days prior to such meeting; appoint standing and special committee chairpersons subject to the approval of the Executive Government; be an ex-officio member of all committees except the Elective and Nominations Committee.
2. President-elect: The President-elect shall perform such duties assigned by the President or the Executive Government, and shall accede to the office of President and shall assume the duties of the President in the event of a vacancy occurring in the presidency.
3. Vice President: The Vice President shall perform such duties as assigned by the President of the Executive Government. The Vice President shall assume the duties but not the office of the President-elect in the event of the President-elect's absence and will continue to carry out the duties of the Vice President; serve as Chairperson of the Budget and Audit Committee.
4. Treasurer: The Treasurer shall have charge of all funds and securities of the Society and endorsing checks, and notes, or other order for payment of bills, disbursing funds as authorized by the Executive Government and/or in accordance with the adopted budget and; depositing funds as the Executive Government may designate. She/he shall see that full and accurate accounts are kept and; submit quarterly trial balances to the Executive Committee within twenty (20) days after the quarterly closing of the books and make a written quarterly financial report to the Executive Government. At the expense of the Society she/he shall be bonded in an amount determined by the Executive Government. In the event of the inability of the Treasurer to perform her/his duties, the President shall assume the duties of the Treasurer.
5. Secretary: The Secretary shall have charge of keeping the minutes of the Executive Government, regular business meetings, and the Annual Business meeting and submitting a copy of the minutes of every meeting of the Governing Body and other business of the Society to the Executive office of the AARC and the Executive Government of the Society including all chairs and members of Standing Committees not less than ten (10) days prior to the next scheduled business meetings and affixing the Society seal on documents so requiring and in general performing all duties as shall be assigned by the President or Executive Government.
6. Past President: The Past President shall serve as an advisor to the Executive Government in matters pertaining to the interpretation of the Society Constitution and Bylaws, serve as Chairperson of the Long Range Planning Committee and shall as deemed necessary by the President.

Section 5. Executive Committee

1. The Executive Committee of the Executive Government shall consist of the President, President-elect, Vice President, Secretary, Treasurer, and Immediate Past President.
2. The Executive Committee shall have the power to act for the Executive Government between meetings of the Executive Government and such action shall be subject to ratification by the Executive Government at its next meeting.

Article V -- Board of Directors

Section 1. Board of Directors

1. The Board of Directors shall consist of eight (8) elected members at large, the officers, and the members of the delegation.
2. The Executive Government shall have the power to declare an elected office vacant by a two thirds (2/3) vote upon refusal or neglect of any member of the Board to perform the duties of the office, or for any conduct deemed prejudicial to the Society. Written notice shall be given to the member that the office has been declared vacant.

Section 2. Term of Office

The Term of Office for Directors at large shall begin on January 1, and shall be for two years. Four Directors at large shall be elected each year.

Section 3. Vacancies

Any vacancy that occurs in the Directors at large will be filled by a qualified member elected by the Executive Government. This individual shall serve the remainder of the vacated term.

Section 4. Duties

The Board of Directors will serve on the Executive Government as specified in Article VI of these Bylaws.

Article VI --Executive Government

Section 1. Executive Government

The Executive Government shall consist of the Officers, Directors, the Delegates, and the Chapter Presidents of the Society.

Section 2. Term of Office

As specified in Articles IV, V, and VIII of these Bylaws.

Section 3. Vacancies

As specified in Articles IV, V, and VII of these Bylaws.

Section 4. Duties

1. Supervise all the business and activities of the Society within the limitation of these Bylaws.
2. Grant charters to chapter affiliates that meet the requirements of affiliation according to Article X of these Bylaws.
3. Adopt and rescind standing rules of the Society.
4. After consideration of the budget, determine for the following year the remuneration, stipends, and other related matters.
5. Perform such other duties as may be necessary or appropriate for the management of the Society.

Section 5. Duties

1. The Executive Government shall meet preceding the Annual Business meeting of the Society and shall not hold fewer than two (2) regular and separate meetings during the calendar year.
2. Special meetings of the Executive Government shall be called by the President at such times as the business of Society shall require, or upon written request of two-third (2/3) of the Executive Government filed with the President and Secretary of the Society.
3. A majority of the Executive Government shall constitute a quorum at any scheduled meeting. Official Society business must not be conducted unless a quorum is present.
4. The rules contained in Robert's Rules of Order Revised shall govern whenever they are not in conflict with the Bylaws of the Society or the AARC.

Section 6. Multiple Offices

No member of the Executive Government may hold two (2) concurrent positions within the Executive Government.

Section 7. Mail Vote

Whenever, in the judgment of the Executive Government, it is necessary to present any business to the membership prior to the next Annual Business Meeting, the Executive Government may, unless otherwise required by these Bylaws, instruct the Election Committee to conduct a Vote of the membership by mail. Such votes shall require approval of a majority of the valid votes received within thirty (30) calendar days after date of such submission to the membership. The results of the vote shall control the action of the Society.

Article VII -- Annual Business Meeting

Section 1. Date and Place

The Society shall hold an Annual Business meeting each calendar year; additional meetings may be held as required, to fulfill the objectives of the Society.

Section 2. Purpose

The Annual Business meeting shall be for the purpose of receiving reports of the officers and Committees, the results of the Election, and other business brought by the President.

Section 3. Notification

Written notice of the time and place of the Annual Business meeting shall be sent to all members of the Society not fewer than ninety (90) calendar days prior to the meeting. An agenda for the Annual Business meeting shall be sent to all members not fewer than thirty (30) days prior to the Annual Business meeting.

Article VIII -- Delegation

Section 1. Delegation

The delegation of the Society to the House of Delegates of the AARC shall consist of the Delegate and Junior Delegate.

Section 2. Term of Office

1. Term of office for the Delegate and Junior Delegate will be for two (2) years.
2. After a two (2) year term, the Junior Delegate will automatically accede to the position of Delegate for the following two (2) year term.
3. No person may serve more than four (4) consecutive years in the House of Delegates, either as Delegate or as Junior Delegate, or a combination of both.

Section 3. Vacancies

1. The Executive Government shall have the power to declare the office of Delegate and/or Junior Delegate vacant upon refusal or neglect or inability of the Delegate and/or Junior delegate to perform the duties of office or for any other conduct deemed prejudicial to the Society. Written notice shall be given to the Speaker of the House of Delegates that the office has been declared vacant.
2. The vacancy in the delegation will be filled by a qualified member elected by active and life members of the AARC and shall serve in the office until the next general election. The Nominations Committee shall place the office on the ballot for vote at the next general election.

Section 4. Duties

1. Attend all meetings of the AARC House of Delegates and report the activities of the Society.
2. Attend the Annual Business meeting of the AARC as the representative of the Active and Life Members of the Society.
3. Furnish the Nominating Committee of the AARC with the names of qualified members for nomination to AARC Board of Directors.
4. At the direction of the Society present proposed Bylaws amendments to the AARC Bylaws Committee.
5. Perform such other duties of the office, as may be necessary or required.
6. Present an Annual Report of the Society activities to the AARC Chartered Affiliates Committee and to the Society.
7. The Delegate and Junior Delegate shall be voting members of the Executive Government.

Section 5. Multiple Offices

The Delegate and Junior Delegate shall not hold concurrent elected offices.

Article IX -- Medical Advisor

Section 1. Medical Advisor

The Society shall have at least one (1) Medical Advisor, a licensed Physician or Doctor of Osteopathy, who shall have an identifiable role in clinical, or organizational, educational, or investigative respiratory care.

Section 2. Term of Office.

The Medical Advisor term of office will be for one (1) year.

Section 3. Vacancies

A vacancy in the Medical Advisor position will be filled by a qualified physician elected by the Executive Government.

Section 4. Duties

The Medical Advisor will be an ex-officio member of all committees except for Nominations and Election Committees

Article X -- Chapter Organization

Section 1. Chapter Admission Requirements

1. Ten (10) or more Active members of the Society, meeting the requirements for affiliation, may become a Chapter of Society upon approval of the Executive Government of the Society.
2. The formal application shall be sent to the Society's office and shall consist of a list of Officers, Chapter Bylaws, geographical location (by county) and Medical Advisor.

Section 2. Boundaries of Chapters

Chapter boundaries shall include full counties.

Section 3. Organization

The internal organization, except where in conflict with these bylaws, shall not be the concern of this document.

Section 4. Officers and Chapter Representation

The President of each chapter shall be a member of the Society's Executive Government.

Section 5. Responsibilities of the Chapter President

The Chapter President shall have the responsibility to represent the Chapter from which she/he is elected and submit a written report at least thirty (30) calendar days prior to the Annual Business Meeting to the Executive Government regarding activities in their Chapter.

Section 6. Suspension or Revocation

The Executive Government of the Society may suspend or revoke the charter of any affiliate with due and sufficient cause or upon failure of the affiliate to maintain a membership of at least then (10) Active or Life Members in good standing of the Society.

Article XI -- Committees

Section 1. Standing Committees

The Standing Committees of the Society shall be: Education, Publications, Budget and Audit, Chronic Disease Task Force, Bylaws, Nominations, Elections, Judicial, Legislative, Long Range Planning, Membership, Public Relation, Judicial Legislative, and Student Affairs. With the exception of the Budget and Audit and Long Range Planning Committees, the Chairperson of Standing Committees shall be appointed by the President subject to the approval of the Executive Government.

Section 2. Special Committees and Other Appointments

Special Committees may be appointed by the President upon Executive Government Approval.

Section 3. Committee Composition and General Duties

1. The President shall appoint the Chairperson of each committee subject to Executive Government approval. The committee Chairperson shall select committee members.
2. When possible, the Chairperson of the previous year shall serve as a member of the committee.
3. The Chair shall submit a written annual report to the President and Secretary of the Society at least fifteen (15) calendar days prior to the Annual Business Meeting. The Committee Annual report shall be presented to the membership at the Annual Business meeting.
4. Nonmembers or physician members may be appointed as consultants to committees. The President may request recommendations for such appointments from the Medical Advisors(s).
5. Each Committee Chairperson requiring operating expenses shall submit a budget for the next fiscal year to the Budget and Audit Committee not fewer than fifteen (15) calendar days prior to the preparation of the next fiscal year budget.
6. Chairpersons may be relieved of their position because of their absence or nonperformance of duties subject to review by the Executive Government. Written notice shall be given to the Chair that the position has been declared vacant.

Section 4. Term of Office

Committee term of office shall be for one (1) year.

Section 5. Vacancies

1. A vacancy occurring in the committee Chairperson position shall be filled by a qualified individual in accordance with Article IV; Section 4 or Article XI; Section I of these Bylaws.
2. A vacancy occurring within a committee shall be filled upon appointment by the President of the Society.

Section 6. Specific Committee Duties

1. Education
   1. The committee shall consist of at least three (3) members and the ALA Liaison.
   2. The Committee shall be concerned with the planning, organization, and presentation of continuing education to the members of the Society at the Annual Education Meeting and other educational seminars and conferences such as the Frostbite Forum, the Bi-State Meeting, and the Spring Forum.
   3. The Medical Advisor(s) or her/his designate will be a consultant member of this committee
2. Budget and Audit
   1. The Committee shall be composed of the Executive Committee and the Medical Advisor or her/his designate and any other members as appropriate.
   2. The Society Vice President shall be the Chairperson.
   3. The Committee shall prepare an annual budget for the next fiscal year to be presented to the Executive Government at the final business meeting of the current fiscal year. This budget shall be approved by a majority vote of the Executive Government prior to the next fiscal year. The committee shall request an operating budget from each committee Chairperson at least thirty (30) calendar days prior to the preparation of the next fiscal year budget.
   4. The Committee shall be required to submit four (4) quarterly internal audits and one (1) external audit to the Executive Government annually.
3. Publications
   1. The Committee shall consist of at least three (3) Active members that participate on the Bronchus, Graphics Liaison, and the Web Master Liaison.
   2. The Committee shall concern itself with the publication of the society Newsletter and all other publications of the Society.
4. Chronic Disease Task Force and Coalition of RT's for Asthma
   1. The Committee shall consist of at least three (3) Active members of the Society.
   2. The Committee may be divided to support the efforts of the Asthma, COPD Case Management, and Tobacco Cessation Task Force Groups.
   3. The Committee will report their activities to the Executive Government at business meetings.
5. Bylaws
   1. The Committee shall consist of three (3) members, one of whom shall be a Past President.
   2. The Committee shall receive and prepare all amendments to the Bylaws for submission to the Executive Government. The Committee may also initiate such amendments for submission to the Executive Government.
   3. The Chairperson of the Committee shall serve as advisor to the Executive Government in matters pertaining to the interpretation of the Bylaws.
6. Nominations
   1. The Committee shall consist of at least three (3) Active Members.
   2. The Committee shall prepare a slate of Officers and Directors-at-large for approval by the Executive Government not later than June 1. It is the responsibility of the committee to insure that all nominees are Active Members of the Society at the time of nomination.
   3. It shall be the duty of the Committee to make final critical appraisal of candidates to see that the nominations are in the best interest of the AARC and the Society through a consideration of personal qualifications are geographical representations as applicable.
   4. Committee members shall provide a pertinent biographical sketch of each nominee's professional activities and services to the organization, all of which shall be part of the ballot.
7. Elections
   1. The Committee shall consist of at least three (3) Active members.
   2. The President shall appoint an impartial Elections Committee which shall check the eligibility of each ballot and tally the votes prior to the Annual Business Meeting. The results of the election shall be announced at the Annual Business Meeting.
   3. The Committee shall prepare, received, verify and count ballots for all elections held during the calendar year.
   4. Committee members nominated and placed on the ballot for elections shall resign from the Elections Committee and be replaced with another Active member appointed by the President for the remainder of the term.
   5. The Ballot:
      1. The Nominations Committee's slate and biographical sketches shall be mailed to every Active Member and Life member in good standing and eligible to vote at least thirty (30) days prior to the Annual Business Meeting.
      2. If the Society's Executive Government specifies that the vote shall be by mail, the vote shall be conducted by secret mail ballot with provision for write-in votes. The ballots shall be postmarked at least seven (7) calendar days before the Annual Business Meeting in order to be valid. The deadline date shall be clearly indicated on the ballot.
      3. If the vote is to be conducted at the Annual Business Meeting, the date, time, and place shall be clearly indicated on the ballot. Provisions shall be made for absentee ballots to allow all eligible members the opportunity to vote.
8. Judicial
   1. The Committee shall consist of three (3) members from the Executive Government or previous Society Officers.
   2. The Chairperson shall have served at least one (1) year previously on this committee, if available.
   3. The Committee shall review formal written complaints against any individual Society member charged with any violations of the Society Bylaws or otherwise with any conduct deemed detrimental to the Society or to the AARC. Complaints or inquiries may be referred to the Committee by the Judicial Committee of the AARC.
   4. If the Committee determines that the complaint justifies an investigation, a written copy of the charges shall be prepared for the Executive Government with the benefit of legal counsel if deemed advisable.
   5. A statement of the charges shall then be served upon the member and an opportunity given to the member to be heard before the Committee.
   6. After careful review of the results of the hearing conducted with the benefit of legal counsel or if necessary or desirable, the Committee shall make recommendations for action to the Executive Government. A complete report, including copies of all documents may be send to the Chairperson of the Judicial Committee of the AARC when appropriate.
9. Legislative
   1. The Committee shall consist of three (3) Active members.
   2. The Committee shall monitor activities of and provide liaison to legislative bodies, Executive Branch or Judicial proceedings that affect the practice or profession of respiratory care.
   3. The Committee upon request of the Society's Executive Government, shall prepare all documents deemed necessary to interact with all state or national government organizations.
10. Long Range Planning
    1. The Committee shall consist of the Immediate Past President who will serve as the Chairperson if possible and all previous Society Presidents who are still members.
    2. The Committee shall serve in an advisory capacity to the Executive Government.
    3. The Committee shall be concerned with the long range goals and activities of the Society.
11. Membership
    1. The Committee shall consist of at least three (3) Active Members.
    2. The Committee shall upon request, investigate the background and experience of applicants for membership.
    3. The committee shall review and evaluate membership services and benefits.
    4. The committee shall maintain an accurate roster of Society members.
12. Public Relations
    1. The Committee shall consist of at least three (3) Active Members.
    2. The Committee shall maintain such liaison as has been established by the Executive Government with other organizations whose activities may be of interest to the members of the Society.
    3. The Committee duties shall include the preparation of exhibits, programs, and other items to bring the message of respiratory care to medical, nursing, hospital groups, educational facilities and the general public to increase the awareness of the field of respiratory care.
13. Student Affairs
    1. The Committee shall consist of the Chairperson and one (1) student representative from each education program that is AMA accredited or is seeking AMA accreditation.
    2. The Committee shall be concerned with the student activities, awards, scholarships, employment opportunities, publications, and any other activities that will enhance student involvement in the Society.

Article XII -- Fiscal Year

The fiscal year of the Society shall be from January 1 through December 31.

Article XIII -- Ethics

If the Conduct of any member shall appear to be in violation of the Bylaws, standing rules, code of ethics or other regulations, policies, or procedure adopted by the Society, or shall appear to be prejudicial to the Society's interests, such member may be reprimanded, suspended, expelled, or reclassified in accordance with the procedures set forth in the Society's Bylaws.

Article XIV -- Amendments

These Bylaws may be amended at any regular or called meeting or by mail vote of the Society, providing that the amendment (s) has been presented to the membership in writing at least sixty (60) calendar days prior to the vote. Ratification requires two-thirds 2/3) of votes in approval of the Bylaws amendment (s).