Section 1. Officers. The Officers of the Association shall consist of a Chair, Vice Chair, Secretary/Treasurer, and President & Chief Executive Officer. One person may not hold more than one office.
Section 2. Nominations. Nominations of all directors, with the exception of the President & Chief Executive Officer, shall be made by a Board Governance & Leadership Committee. The Board Governance & Leadership Committee shall be composed of six Individual or Institutional members, all of whom shall be appointed by the Chair and confirmed by the Board of Directors. The Chair of the Board shall appoint the Chair of the Board Governance & Leadership Committee from among the Board of Directors.
The Board Governance & Leadership Committee shall submit its report to the Board of Directors for review and approval at least 90 days prior to the Annual meeting and the proposed slate for election of directors shall be mailed or sent electronically to each voting member of the Association at least 80 days prior to the date of the Annual meeting.
Independent nominations, endorsed in writing by not fewer than 50 of the voting members, must be received by the Secretary/Treasurer not less than 50 days prior to the date of the Annual meeting and shall be included on the ballot mailed or sent electronically to the voting members.
Section 3. Election of Officers. The officers, with the exception of the President & Chief Executive Officer, shall be elected from among the directors and based upon the proposed slate provided by the Board Governance & Leadership Committee, in the following manner: At the first official Board meeting, which must be conducted within four (4) months of the Annual meeting, the directors will elect a Chair, Vice Chair, and Secretary/Treasurer.
Section 4. Term of Office. The officers shall assume their positions at the close of the first official Board meeting following the Annual meeting at which the officers are elected, and shall hold office for two years until their successors are elected following the Annual meeting. No officer shall serve for more terms than will constitute six (6) consecutive years of service, unless such person is, at the expiration of such six-year period, serving as an officer of the Board, which would automatically extend the term until such person ceases to be an officer of the Board.
Section 5. Resignation and Removal. Any officer may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the Chair.
Any officer may be removed by two-thirds vote of the Board at any regular or special meeting of the Board at which a quorum is present provided that the director whose office is under consideration is provided with a written explanation as to why the directorship is being terminated and that an opportunity for a hearing before the Board is offered.
Section 6. Vacancies. With the exception of the Chair, in case of resignation of an officer or, if for any other reason including ineligibility or removal, an officer is unable to complete his or her term, the Chair shall appoint a successor to complete the unexpired term. The appointment shall be confirmed by the Board at its next meeting.
Section 7. Chair. The Chair shall be the chief elected officer of the Association and shall see that the policies of the Board are implemented in full. He or she shall:
(a) Preside at all meetings of the Board and of the members.
(b) Appoint members to committees established in these bylaws or approved by resolution of the Board and serve as an ex officio member without vote on all such committees, except that the Chair shall not serve on the Board Governance & Leadership Committee.
(c) Execute such other duties as the Board may assign.
Section 8. Vice Chair. In the event the Chair is absent or unable to perform his or her duties, the Vice Chair shall assume the duties and exercise the power of the Chair. He or she also shall perform such duties as may be assigned by the Chair of the Board. Additionally, the Vice Chair shall serve as the Chair of the AHP Foundation Board of Trustees.
If the office of Vice Chair becomes vacant, the Chair shall appoint a person to complete the unexpired term; however, a Vice Chair shall not succeed automatically to the position of Chair, but rather must stand for election.
Section 9. Secretary/Treasurer. The Secretary/Treasurer shall:
(a) Give notice of, attend, and record the proceedings of all meeting of the Board, the Executive Committee, and the membership, and shall report the same to the next succeeding meeting of the Board.
(b) Sign and attest such instruments in the name of the Association and affix the corporate seal of the Association to such instruments as he or she is authorized to do so by the Board.
(c) Oversee the administration of the general funds, securities, properties, and assets of the Association.
(d) See that accurate books of account are maintained, accurately reflecting all monies, funds, securities, properties, and assets, which are the property of the Association. Said books shall show at all times the amount of all property belonging to the Association and the amount of disbursements made and the disposition of property.
(e) Assure that all monies of the Association are kept in depositories approved by the Board.
(f) Submit a report of the property, the receipts, and disbursements of the Association and of the financial condition of the Association.
(g) Serve as Secretary/Treasurer of the AHP Foundation Board of Trustees.
(h) Perform such other duties as the Board may from time to time assign.
Section 10. Succession. In the event the Chair is unable to perform his or her duties, the Vice Chair shall assume the office of the Chair. In the event that the Vice Chair is unable to do so, the Secretary/Treasurer will assume the office of the Chair. In the event that all of the above named officers are unable to assume the office of the Chair, the Board shall elect one of the Directors to assume the office of the Chair.