Section 1. Officers. The Officers of the Association shall consist of a Chair, Vice Chair, Secretary/Treasurer, the Immediate Past Chair, and President & Chief Executive Officer. One person may not hold more than one office.
Section 2. Election of Officers. The officers, with the exception of the Chair (except when set out below), Immediate Past Chair, President & Chief Executive Officer, shall be included on the proposed slate provided by the Board Governance & Leadership Committee for approval by the voting members.
Section 3. 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, except for Immediate Past Chair, shall serve for more terms than will constitute six (6) consecutive years of service as an officer (which term may supersede and be in addition to term as a non-officer director), 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. The Immediate Past Chair may serve for an additional two (2) years after completion of the Chair office. Notwithstanding the foregoing, the Board of Directors has the authority to extend any term or modify the term limit of any Director beyond those described above at its discretion and in the best interests of the Association, upon the recommendation of the Governance Committee of the Board.
Section 4. 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 5. Vacancies. With the exception of the President & Chief Executive Officer, Immediate Past Chair, and 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 6. 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.
(d) Upon the conclusion of the Chair’s two-year term, the Chair will be recognized as the Immediate Past Chair. The Immediate Past Chair shall serve a two-year term with voting privileges and chair the Board Governance and Leadership Committee.
Section 7. 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.
To ensure continuity of service, knowledge and leadership of the Board, the Vice Chair shall, except as set out below, succeed automatically to the position of Chair in the event of a permanent vacancy of the Chair position or at the end of his or her two-year term as Vice Chair.
If the office of Vice Chair becomes vacant, the Chair shall recommend, with final approval from the Board, a person to complete the unexpired term; however, under these circumstances, a Vice Chair shall not succeed automatically to the position of Chair, but rather must stand for election.
Section 8. 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 9. 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 AHP Board Governance and Leadership Committee will convene a special session and shall appoint one of the Directors to assume the office of the Chair and another to assume the office of the Vice Chair to fulfill the remainder of the respective terms; however, under these circumstances, a Vice Chair shall not succeed automatically to the position of Chair, but rather must stand for election.