Virginia Association for Hospices and Palliative Care

A. Collaborating with any organization that affects hospice and palliative care, including but not limited to regulatory agencies, legislatures, community leaders, health insurers and healthcare providers

C. Providing training and educational opportunities for hospice and palliative care providers and other health care professionals and volunteers concerning effective delivery of care to terminally ill patients and their families;

F. Providing technical assistance to hospice and palliative care programs to meet the requirements of Department of Medical Assistance Services, Virginia Department of Health, Center for Medicare Services, and nationally recognized accrediting bodies.

1. Provider Members: A provider member shall be a formal hospice or palliative care program that subscribes to the VAHPC mission and purpose. Each provider member shall have one (1) vote.

2. Associate Member: An associate member shall be any group, agency, institution, or association other than a hospice or palliative care provider which is supportive of the VAHPC mission and purpose. Associate Members shall be non-voting members.

B. Membership Requirements: The Board of Directors may accept as a provider, associate, or individual member of VAHPC, any entity or person applying therefore and possessing the required qualifications pursuant to this article. Such acceptance is subject to the payment of required dues and the submission of any information required by the Board of Directors to evaluate the application or status of a potential member. Each provider member shall designate in writing the person who will serve as its voting member for purposes of VAHPC membership.

A. Annual Membership Meetings: The Annual Meeting of the Association shall be held at a date, time and place to be determined by the Board of Directors of VAHPC. The purpose for such meeting shall be to transact such business as may properly come before the meeting.

C. Notice: Not less than thirty (30) days written notice shall be given to the members in advance of an annual meeting of the membership. Not less than twenty (20) days notice shall be given to the members in advance of a special meeting of the membership. Notices shall be by mail, facsimile or electronic mail to the address of record of each member in the membership list, and shall state the time and place of the meeting and the agenda for the meeting

A. Function: The Board of Directors shall have full power and authority to carry out the affairs of this organization and may employ an Executive Director to assist in the administrative management of the association.

B. Eligibility: Members of the Board of Directors must be voting representatives of provider member organizations of the VAHPC. No more than one board position may be filled by a single member organization.

C. Number: The number of voting members of the Board shall consist of no less than ten (10) and no more than thirteen (13) members, which includesfour officers (President, Vice President, Secretary, and Treasurer), the immediate Past President. The Executive Director shall be a non-voting member of the Board. The President shall vote only to break a tie.

D. Terms of Office: The term of a member of the Board of Directors shall be for three years or until successors are elected. No Board Members or Officer shall serve more than two consecutive full terms in a single position. An appointment to fill an unexpired term (Ref. Section V.I) shall not be considered a full term. Terms shall run from January each year except for special appointments.

E. Election: Elections shall be held by mail, facsimile or electronic ballot no later than November 30^th of each year. A slate of at least one candidate for each position to be filled shall be sent to each voting member by the Governance Committee at least thirty (30) days prior to the election.

F. Meetings and Notice: The Board of Directors shall meet not less than three (3) times per year and shall be called by the President, or by request of one-third of the Directors. Notification shall be given to each Director at least ten (10) days prior to such meeting.

G. Attendance: Members of the Board are expected to attend the Annual Membership Meeting as well as each Board meeting. Failure to attend seventy-five percent (75%) of regularly scheduled Board meetings will result in termination from the Board unless the President approves the absence.

I. Resignation: Any Director may resign from office at any time by written notice to the President, effective upon receipt. In the case of resignation of the President, written notice will be given to the Vice-President.

J. Vacancy: In the event of a vacancy occurring on the Board of Directors, the Board will appoint a voting member to complete the term. In the event of a vacancy of the office of the President, the Vice President shall complete the term. In the event of an Officer vacancy (Vice President, Secretary or Treasurer), the Board will appoint a current member of the Board of Directors to complete the unexpired term.

The officers shall consist of a President, Vice-President, Secretary and Treasurer, each representing different provider members. The Officers shall be elected at the first Board Meeting following the Membership Election. The Board of Directors shall prescribe the duties of all of the Officers and may supplement at its discretion the following specified duties:

A. President: The President shall preside at meetings of the Board of Directors and the Executive Committee. The President shall appoint Board Members as committee chairpersons or liaisons, call meetings, and act as an ex officio member of all committees except the Governance Committee.

C. Secretary: The Secretary shall keep the minutes of all meetings of the Association, the Executive Committee, and the Board of Directors. The Secretary shall give all notices in accordance with provisions of these By-Laws and, shall in general, perform all duties incident of the office of a Secretary and such other duties as from time to time may be authorized by the President or by the Board of Directors.

D. Treasurer: The Treasurer shall have responsibility for full knowledge of the receipts and expenditures of all funds of the Association. The Treasurer shall chair the Finance Committee, give a report of all accounts at each meeting of the Board of Directors, furnish an annual statement of all receipts and disbursements of the organization at each Annual Meeting of the Membership, oversee and report to the Board on annual financial audit and perform such other duties as may be authorized by the Board of Directors from time to time.

1. Executive Committee: The Executive Committee shall consist of President, Vice-President, Secretary, Treasurer, and shall meet at such times and places as the President shall designate. The Executive Committee shall have all the powers and authority of the Board of Directors between meetings of the Board. All action when taken by the Executive Committee shall be presented for ratification at the next meeting of the Board of Directors.

2. Governance Committee: The Governance Committee shall receive all proposed amendments to the By-Laws of the Association, and make recommendations for amendments. In cultivating a slate for nomination of Members to the Board, the committee will strive to achieve representation from varying types of providers. The Governance Committee shall consist of a chairperson and four to six voting members of VAHPC.

3. Public Policy Committee: The committee on public policy shall monitor legislative activity. The committee will study proposed or existing federal, state and local legislation and associated regulations for impact concerning hospice and palliative care. Ex-officio consultants may participate in this committee as requested by the committee Chair or Board President.

4. Education Committee: The Education Committee shall assess the needs for programs on a statewide basis. The committee shall plan and coordinate educational programs including the annual conference and provide an annual calendar of educational events.

5. Finance Committee: The Finance Committee shall be responsible for oversight of the financial activities of the organization, including the budget, financial reporting and review of audits and investments. The Treasurer shall serve as the chair of the Finance Committee.

The rules contained in Robert’s Rules of Order Newly Revised shall govern parliamentary procedure of this Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws.

Each Officer or Agent of the VAHPC, whether or not then in office, may be indemnified by the Association, at the discretion of the Board of Directors, against all costs, expenses and judgments reasonably incurred by or imposed upon him or her in connection with or arising out of any transaction, action, or suit or proceeding in which he or she may be involved, and to which he or she may be party by reasons of being of having been an Officer or Agent of this said Association. The VAHPC shall not, however, indemnify such Officer or Agent with respect to matters as to which he or she shall be adjudged finally in any such transaction, action suit or proceeding to have been liable for negligence or misconduct in the performance of his or her duties. This Association is authorized to make such expenditures of money when and if the occasion arises to carry out the intent and purpose of this Article and in accordance with law.

Adoption: Proposed amendments to the By-Laws shall be reviewed by the Governance Committee, and presented to the Board of Directors for review. Upon concurrence by the Board, amendments shall be approved as follows. By-Laws may be adopted, amended or repealed at any annual or a special membership meeting or by mail ballot vote. At any annual or special meeting, revisions to the By-Laws can be adopted by two-thirds (2/3) affirmative vote of the voting members who are present in person to do so. Revisions to the By-Laws may also be adopted by mail ballot vote by a two-thirds (2/3) affirmative vote of the responding voting members.

The Association may be dissolved and its assets liquidated on the affirmative vote of three-fourths of the voting members of the Association and any assets remaining after the payment of debts and obligations of this Association shall, within one (1) year of the date of such dissolution, be given or donated to tax-exempt charitable organizations.

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BY-LAWS OF

VIRGINIA ASSOCIATION FOR HOSPICES AND PALLIATIVE CARE, INC.