Idaho Midwifery Council Bylaws


Article I:
Name

Article II:
Objectives 

Article
III:  Membership

Article IV:
Dues and Finances

Article V:
Structure and Regions

Article VI:
Officers and Executive Committee

Article
VII:  Nominations and Elections 

Article
VIII:  Board of Directors

Article IX:
Committees

Article X:
Annual Meeting 

Article XI:
Amendments

Article
XII:  Disposal of Assets upon Dissolution of IMC

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Article I:
Name

The name of this organization shall be the Idaho Midwifery Council.

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Article II:
Objectives

To promote competent midwifery practice as a quality health care option in Idaho

To provide midwives with opportunities for training and continuing education

To promote communication between Idaho midwives

To promote communication and cooperation between midwives and other professional and nonprofessional groups concerned with improving perinatal outcomes

To work to assure safe, quality childbirth practices, regardless of the birth setting chosen by parents


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Article
III:  Membership

A. Classification

     1. Licensed
Midwives:  Herein after referred to as “Midwife Member” shall include any midwife licensed in Idaho in good standing, who has paid current dues and has voting privileges in all general membership decisions.

     2.Student Midwives:  Herein after referred to as “Student Member” shall include any student enrolled in midwifery education, or apprenticeship in good standing  who has paid current dues, does not have voting privileges, but is encouraged to be on committees and take an active role in association activities.

     3.Associate Members: Herein after referred to as “Associate Member” shall include but not limited to:vendors, other medical professional, and family members, in good standing  who has paid current dues but does not have voting privileges or participate in council decisions. 

B. Termination and Reinstatement of Membership

     1. Membership may be terminated by either resignation or non-payment of dues.

     2. Membership shall be restored by payment of the current year’s dues.



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Article IV:
Dues and Finances


A. Fiscal Year: The fiscal year shall begin on January 1.

B. Membership Dues: Annual membership dues shall be the amount recommended by the Board of Directors, subject to approval by a two-thirds vote of the members present and voting at the annual meeting.Dues shall be pro-rated on a quarterly basis for new members who join after April 1st. 

C. Dues Renewal: Dues are renewable each year. There is a two month grace period.

D. Audit: The books of the Treasurer shall be audited if deemed necessary by the Board of Directors by an auditor approved by the Executive Committee. Financial statements shall be made available to any member upon request.

E. Signatures: The President and/or Treasurer shall be authorized to sign only checks and documents for the Idaho Midwifery Council which have been authorized by the Board of Directors.

F. Contracts

1. The Board of Directors may authorize any officer, agent, or agents of the organization, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of IMC.

 2. Such authority may be general or confined to specific instances.


G. Checks, Drafts, Etc.: All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of IMC shall be signed by such officer or officers, agent or agents of the organization and in such manner as shall from time to time be determined by resolution of the Board of Directors.


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Article V:
Structure and Regions


A. Idaho shall be divided into regions, the number and boundaries of which shall be determined by the Board of Directors.


B. Each region shall be represented on the Board of Directors by a Regional Representative, who shall be a midwife member, shall live or practice in the region, and shall be elected by either membership vote or vote of the Board of Directors.

C. The duties of the Regional Representative shall be to:

     1.
Communicate with midwives and consumers within the region and help to facilitate their contact.

     2. Present a quarterly report of activities within the region to the Board of Directors and membership. 


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Article VI:
Officers and Executive Committee


A. Designation: The Executive Committee of the Idaho Midwifery Council shall be the President, Vice-President, and Outgoing President, all of whom shall be midwife members of the Idaho Midwifery Council.


B. Term of Office: Officers shall take office at the close of the annual meeting at which their election is declared, and shall serve for a term of three years or until their successors are elected.

C. Vacancy in Office

     1. When a board member dies, resigns, or fails to fulfill the duties of the office for one (1) quarter a vacancy shall be declared by the Board of Directors.

     2. A vacancy in the Office of President shall be filled by the Vice-President.

     3. A vacancy in any other office shall be filled by a ballot vote of the Board of Directors.

D. Duties of Executive Committee

     1. President: The President shall provide leadership, have general supervision of the affairs of the Idaho Midwifery Council, preside at meetings of the Idaho Midwifery Council or appoint someone to do so, be authorized to sign or endorse checks in the absence of the Treasurer, shall serve as the
contractual agent of the Idaho Midwifery Council, shall serve ex-officio on all committees of the Idaho Midwifery Council, and shall perform other such duties as are necessarily incident to the Office of President or as may be prescribed by the Board of Directors.

     2. Vice-President: The Vice-President shall perform the duties of the Presidentin the absence or inability of the President to serve, succeed to the Office of President should the Presidency become vacant during an unfinished term, be coordinator of standing committees determined by the Board of Directors, and perform such other duties as may be assigned by the President, the Executive Committee or the Board of Directors.

     3.Outgoing President:  The outgoing president shall be an advisor to the president and the board,
shall be chairman the Nominating and Elections Committee, and shall perform such other duties as necessary.


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Article
VII:  Nominations and Elections

A. Nominations

     1. Nominations shall be opened at least 60 days prior to the annual meeting.

     2. Not less than one or more than five nominees for each office shall be submitted for election prior to and up to the election is held.

3. The Board of Directors will be responsible for seeing that the election is held and all members will be encouraged to participate.

B. Elections

     1. Elections shall be held during the annual membership meeting.

     2. Elections may also be by mail, or electronic ballot if the Board of Directors so decides.

     3. A voting member is a current and fully paid member of the Idaho Midwifery Council.

     4. A majority vote shall elect.

     5. Those elected shall take office at the close of the annual meeting at which their election is declared, or upon election if not elected at an annual meeting.

     6. Election schedule: Each Director’s term shall be for three years, with one third of the board members’ terms coming due each year.


C.  Stagger of Terms:

     1.Stagger of terms shall be as follows:


a.  Beginning in 2012 the President and Region 3 Representative shall be elected.


b.  In 2013 the Vice-President and Region 2 Representative shall be elected.


c.  In 2014 the Region 1 and 4 Representatives shall be elected.


d.  This three year rotation shall continue after 2014.


e.  If a vacancy occurs prior to an election the Board of Directors may elect a replacement officerwho shall serve out the remainder of the original term.



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Article
VIII:  Board of Directors


A. Composition: The Board of Directors shall consist of Outgoing President, President, Vice-President, and the Regional Representatives, all of whom shall be midwife members.


C. Duties: The Board of Directors shall have general management of the Idaho Midwifery Council. Their duties shall include the following:

     1. Determination of the number and boundaries of the regions of the IdahoMidwifery Council.

     2. Management of the funds of the Idaho Midwifery Council, including adoption of an annual
budget and authorization of expenditures.

     3. Approval of chairpersons of standing committees.

     4. Creation, combination or discontinuation of standing committees and ad hoc committees and approval of chairpersons appointed to them.

     5. Filling vacancies on the Board of Directors, except for the office of the President.

     6. Creation, adoption, amendment or suspension of the rules of procedure necessary to carry on the work of the Idaho Midwifery Council, including a policy for sharing membership information.

D. Meetings

     1. Meetings shall be held at the annual meeting as necessary.

     2. Special meetings of the Board of Directors may be called by the President or shall be called upon request of three members of the Board of Directors.Twenty-four (24) hours notice shall be given and the purpose of the meeting stated in the call for the meeting.  

     3. Special meetings may be in person, by mail, or by telephone or computer conference.

     4.The membership shall be notified of all meetings.


E. Quorum: A majority of members of the Board of Directors shall constitute a quorum.

F.  Votes:All votes shall take place at a meeting of the Board of Directors.If a quorum is not present the Executive Committee may vote on an issue. 



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Article IX:
Committees

A. Shall be those committees necessary to carry on the general work of the Idaho Midwifery Council.

B. Committees shall be named in rules of procedure and their duties listed.

C. Members shall serve at the pleasure of the board.



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Article X:
Annual Meeting


A. Time and Place: Shall be determined by the Board of Directors and announced to the membership by mail or electronically.


B. Call the Annual Meeting: Shall be sent to all members, listing time and place at least 100 days prior to the meeting.


C. Voting Body: Shall be all midwife members as of that meeting.


D. Quorum: Shall be one-tenth of the voting body.


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Article XI:
Amendments

A. These bylaws may be amended at any annual meeting by a two-thirds majority of the midwife members present.


B.  These bylaws may be amended at other times as approved by the Board.Proposed amendments shall be deemed passed when 2/3 of the votes cast or ballots returned are in support.


C. Notice of any proposed amendments shall be sent to all members thirty days prior to the vote.


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Article XII:  Disposal of Assets upon Dissolution of IMC In the event of the dissolution of the Idaho Midwifery Council, all assets, excluding the mailing list, which shall be destroyed, shall be disposed of to an organization devoted to improving services to women and infants through scientific and/or educational means.  The Board of Directors shall select this organization.


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