Gritman Medical Center Auxiliary Moscow, Idaho BYLAWS (As Amended, February 1, 2005) PREAMBLE Believing that a volunteer organization can and will be of service to Gritman Medical Center, the Auxiliary is hereby organized in accordance with the bylaws hereinafter set forth. In these bylaws, the words Gritman Board of Directors shall refer to the oversight body to the Auxiliary. The Auxiliary Board shall refer to those individuals designated in Article VII below who serve as the governing body of the Auxiliary. Finally, the Director of Volunteer Services refers to that employee of Gritman Medical Center charged with the responsibility of supervising the efforts and activities of the Auxiliary. ARTICLE I NAME AND PURPOSE The name of this organization shall be GRITMAN MEDICAL CENTER AUXILIARY. The purpose of the Auxiliary is to render service to the Hospital, its patients and to the community; to assist the Hospital in promoting the health and welfare of the community in accordance with objectives established by the Hospital Board of Directors and within the power of the Auxiliary. These Bylaws define the relationship between the Auxiliary and the Hospital and define the organizational structure of the Auxiliary. The Auxiliary functions strictly in accordance with these bylaws. ARTICLE II MEMBERSHIP Eligibility. Membership in the Auxiliary is open to all adults (18 years and older) who are interested in the Hospital and are willing to act in accordance with these Bylaws. Hospital employees are eligible for membership, but Hospital employees may not act on the Auxiliary s behalf in areas of the Hospital where they are employed nor be paid for acting as Auxiliary members. Applications should be submitted through the Volunteer Services office. 1
The membership committee, along with the Director of Volunteer Services, shall have the authority to approve candidates for membership. The names of such new members, so approved, will be presented to the Board at the next Executive Board Meeting. SECTION III: SECTION IV: No Discrimination. No applicant is denied membership on the basis of sex, race, age, creed, color, or national origin, or on the basis of any other criterion unrelated to the provision of volunteer services. Renewal. All memberships are renewed annually with the approval of the Auxiliary Board upon payment of dues. Membership categories. The types of membership are predicated upon the Auxiliary s organizational needs. A. Active Membership. Members who regularly participate in the active service programs of the Auxiliary, which include committee assignments, fund-raising activities and/or special projects. Active members serve a minimum of 25 hours annually. Active members in good standing have the right to vote, participate in meetings and hold office in the Auxiliary, subject to the limitations set forth in these bylaws. The resignation of an active member shall be in writing and become effective upon delivery to the Auxiliary President or Auxiliary Secretary and providing that all indebtedness of such member is paid or waived by action of the Board. B. Patron Membership. Members who are interested in the purpose of the Auxiliary who do not necessarily participate as active members. Patron members may include those who are no longer active members and continue to pay annual dues and further fund-raising efforts. C. Other Hospital Volunteers. Junior Volunteers and Interns are programs under the Hospital s Volunteer Services Department and are not considered part of the Gritman Medical Center Auxiliary. They shall be exempt from paying dues and voting. ARTICLE III DUES Annual Dues. Annual dues are determined by the Auxiliary Board with the following limitations: Dues for an active member shall not exceed $5.00; dues for a patron shall not exceed $15.00; and there is no dues structure established for active couples. Dues shall not be pro-rated. All dues are payable within thirty (30) days 2
of the annual awards luncheon. All dues or contributions paid or made to the Auxiliary become the property of the Auxiliary, and the members or contributors shall have no further claim or rights thereto. Current dues are $2.00 for active members and $10.00 for patrons. Reinstatement. Any person whose membership has terminated for nonpayment of dues may be reinstated by paying dues in full for the current year. ARTICLE IV OFFICERS SECTION III. SECTION IV: SECTION V: Officers. The Officers of the Auxiliary shall be a President, Vice- President, Secretary, Treasurer and Immediate Past-President. The Officers together shall constitute the Executive Committee. Officers shall be elected by a quorum present and voting at an annual meting. Executive Board. The Executive Board shall be the governing body of the Auxiliary and shall consist of the elected officers and chairpersons of standing committees. Ex-officio officers shall include the hospital Chief Executive Officer and the Director of Volunteer Services. The Executive Board shall have the authority to transact such business as the President shall designate and to act in matters which cannot be held over to a general meeting. Meetings of the Executive Board shall be established by the President. To the fullest extent permitted by Idaho law, an Officer of the Auxiliary Board or Director of the Gritman Medical Center, Inc., shall not be liable to the Corporation or its General Members for monetary damages for breach of any duty. Nothing contained herein shall relieve an officer or Director from liability for breach of a duty based upon an act (a) in breach of such person's duty of loyalty to the Corporation or its General Members, (b) not in good faith, involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit. Eligibility. All active members of the Auxiliary are eligible for nomination to an elected position. Powers. The Auxiliary Board is empowered to manage and control the affairs and funds of the Auxiliary through policies and procedures, to approve an annual operating budget and to administer the affairs of the Auxiliary on behalf of the general 3
membership in a manner consistent with these Bylaws and subject to the approval of the Hospital CEO. SECTION VI: SECTION VII: SECTION VIII: SECTION VIV: Election Procedure. Candidates are nominated by the Nominating Committee and all names are presented on the ballot. Nominations for office are also accepted from the floor so long as the proposed candidate is qualified for the position and his/her consent has been secured prior to the election. A. Majority Vote. Election of Officers shall be by the majority vote of the members present at the meeting and voting. Where there is more than one (1) candidate for office, a written ballot is cast and written balloting is held. The President appoints two (2) tellers to assist the Chairman of the Nominating Committee in tallying the ballots. B. Ties. When there is a tie for an office, the Chairman of the Nominating Committee may cast a single vote. Term. All officers are elected for a period of one (1) year. Election and Installation. Officers are elected at the March meeting and are installed at the annual meeting in May. After being installed, Officers assume responsibility immediately. Vacancies. The Nominating Committee, with the approval of the Board, fills the un-expired term of any elected Officer, except the President, with a qualified member of the Auxiliary. A. President. In the event that a vacancy occurs in the office of the President, the Vice-President shall succeed to the office of President. If, for any reason, the Vice-President shall not become President, a special election shall be held to elect a President. The immediate Past-President would fill in during the interim. B. Immediate Past President. In the event that a vacancy occurs in the office of Immediate Past-President, the President shall appoint a former Officer currently in good standing to serve as Immediate Past-President. ARTICLE V DUTIES OF ELECTED OFFICIALS President. The President is responsible for the general management of the Auxiliary and has the following responsibilities: 1. Serves as Chairperson of the Board; 4
2. Appoints the Parliamentarian, the Chairpersons of Standing committees and the Chairpersons of special committees as occasions demand; 3. Appoints Chairpersons if any vacancies arise; 4. Serves as a member ex-officio of all standing and special committees of the Auxiliary, except the Nomination Committee; 5. Countersigns all checks of the Auxiliary; 6. Is empowered, together with the Executive Committee, to act for the Board in emergencies, with such action to be ratified at the next Auxiliary Board meeting; 7. Works closely with the CEO of the Hospital and the Director of Volunteer Services; 8. Carries into effect all acts, orders, and proceedings of the Auxiliary Board and enforces the provisions of these Bylaws; 9. Reports to the general membership on all matters of interest; and 10. Submits an annual written report to the Hospital s Board of Directors through the Hospital s CEO. SECTION III: Vice-President. In the event of the absence, disability or resignation of the President, the Vice-President is empowered and performs the duties of the President. The Vice-President performs other duties as may be delegated by the President or the Auxiliary Board and can be appointed to the Nominating Committee by the President. The Vice-President shall reserve the room for all meetings, set up speakers for the General Meetings and be in charge of the yearly style show. Secretary. The Secretary is responsible for documenting the business conducted at all meetings of the Auxiliary Board, the Executive committee and the general membership. The Secretary presents the written minutes of the previous meeting at the next meeting of the body for which the minutes were recorded and includes the date, time, and purpose of the meeting and who was in attendance. Minutes are filed in record books belonging to the organization. These records shall be open for inspection by any member upon request at reasonable times in the presence of the President, the Vice-President, the Secretary or the Director of Volunteer Services. The Secretary also performs such other duties as may be prescribed by the Auxiliary Board or by these Bylaws. The secretary will determine that a quorum is present and shall have charge of all official correspondence. 5
SECTION IV: Treasurer. The Treasurer shall be the chief fiscal officer of the Auxiliary; shall be custodian of all funds of the Auxiliary; and shall give a written report at each meeting of the Auxiliary Executive Board meetings to be filed with the Secretary s minutes. The Hospital s Department of Accounting Services may officially audit the Treasurer s account each year. In the absence of the Treasurer, the Auxiliary President or Auxiliary Executive Board will authorize financial transactions. All expenditures for the Auxiliary must be approved by the Auxiliary Executive Board, except for minor expenditures of under $100.00 for the Auxiliary or $500.00 for the gift shop, or less. All checks drawn against the fund of the Auxiliary, including the gift shop, shall require two signatures and be signed by the President, Vice-President or Secretary of the Auxiliary, and/or the hospital CEO or CFO. ARTICLE VI COMMITTEES SECTION III: Standing Committees. The Standing Committees shall be: Administration Membership Baby Picture Project Memorials Bylaws Newsletter Fundraising Nominating Gift Shop Publicity Holiday Delights Orientation Information Desk Sewing & Knitting In-Service Records Scholarships Magazines Scrapbook/Historian Telephone Tree Chairpersons. The chairperson of each standing committee shall be responsible for updating the Auxiliary manual and presenting a written report to the Auxiliary President before the annual meeting. The Auxiliary Secretary shall keep these reports on file. Committee descriptions. A. Administration. The Administration committee is composed of Auxiliary members in good standing, one of which is the Chairperson appointed by the Auxiliary President. The duties of the committee are defined by the Administrative Team of Gritman Medical Center. B. Baby Picture Project. The Auxiliary President appoints a Chairperson for this committee and the Chairperson appoints additional members as needed. There is a contract with the baby picture company that is managed by Gritman Medical Center. The company provides the camera and all supplies. The 6
nurses on staff in the Family Birth Center take the pictures, send them to the baby picture company and show them to the parents. If the family buys photos the Auxiliary gets a percentage of the package. The committee gets a report from the picture company each month along with a check for the percentage of donated sales for the month. The duties of the committee are to review the report and turn the check into the treasurer for deposit. C. Bylaws Committee. The Bylaws committee is composed of Auxiliary members in good standing, one of which is the Chairperson appointed by the Auxiliary President. The Bylaws committee meets at least annually to conduct a review of the Bylaws to determine currency and appropriateness. Any recommendations are forwarded to the Auxiliary Board for review. Unless remanded back to the Bylaws committee for redrafting, proposed revisions are submitted to the general membership for approval. After general membership approval, the Bylaws are sent to the Hospital CEO. D. Fundraising. The Fundraising committee is composed of Auxiliary members in good standing, one of which is the Chairperson appointed by the Auxiliary President. This committee works closely with the Holiday Delights committee and reviews and recommends other fundraising opportunities for the Auxiliary Board and general membership. Any fundraising plans must be submitted to the Hospital CEO for approval. E. Bertie s Gift Shoppe. The Gift Shop committee is composed of Auxiliary members in good standing, one of which is the General Manager, appointed by the Auxiliary President. The President also appoints a liaison from the Auxiliary Executive Board to report to the Auxiliary Executive Committee and works with the Director of Volunteer Services. The duties of the gift shop include scheduling, buying, marketing, shift workers, special events and other responsibilities as assigned by the Gift Shop Manager. Junior Volunteers may serve as shift workers in the Gift Shop, but will not be on the Gift Shop committee or be considered as voting members. F. Holiday Delights. The Holiday Delights committee is composed of Auxiliary members in good standing, one of which is the Chairperson appointed by the Auxiliary President. The sub-committees of Holiday Delights include: Ticket Sales, Wine, Auction, Marketing, Program, Entertainment, Decorations and Event scheduling of shift workers. The Auxiliary encourages involvement from community members who may not be members of the Auxiliary. 7
G. Information Desk. The Information Desk committee is composed of Auxiliary members in good standing, one of which is the Chairperson appointed by the Auxiliary President. Duties of the committee include hospitality to employees, patients and visitors, delivery of paperwork and flowers as needed, and escorting as needed. H. In-Service Records. The Auxiliary President appoints a Chairperson for this committee and the Chairperson appoints additional members as needed. This person/committee keeps a detailed record of all hours accumulated by Auxiliary members and reports them monthly to the Director of Volunteer Services. I. Magazines. The Auxiliary President appoints a Chairperson for this committee and the Chairperson appoints additional members as needed. This person/committee rotates donated magazines throughout the hospital on a minimum bi-monthly basis. J. Membership. The Membership committee is composed of Auxiliary members in good standing, one of which is the Chairperson, appointed by the Auxiliary President. The Membership committee recruits new members to promote an active general membership in harmony with the purposes of the Auxiliary, and keeps an accurate roster of the general membership that includes the name, address, telephone number and email address of each member. Additional items for the Auxilian s file will include, but not be limited to, birth date and date of membership of each member. The Chairperson, and/or a member of the committee, and/or the Auxiliary President and/or the Director of Volunteer Services, interviews all applicants for membership in the Auxiliary. The Membership committee and the Director of Volunteer Services work together to establish an orientation and welcome program for all new members. The Membership committee is responsible for billing and collection of annual membership dues. All money collected is transferred to the Treasurer for accounting and banking. K. Memorials. The Memorial committee is composed of Auxiliary members in good standing, one of which is the Chairperson, appointed by the Auxiliary President. The committee will keep track of all deceased members and add them to the Memorial plaque on a quarterly basis. The committee will work with the Auxiliary Treasurer to receive funds in memory of a deceased Auxiliary member or community member who lists the Auxiliary as a recipient of memorial donations. All money collected is transferred to the Treasurer for accounting and banking. 8
L. Nominating. The Nominating committee is composed of Auxiliary members in good standing, one of which is the Chairperson, appointed by the Auxiliary President. The Nominating committee is active from the beginning of each year until the slate of Officers is presented to the general membership. The Nominating committee follows the election procedure, voting rights and qualifications of officers as set forth in these bylaws. The Nominating committee nominates, with approval of the Board, any Officers to fill un-expired terms occurring between elections, unless otherwise specified herein. M. Publicity. The Publicity committee is composed of Auxiliary members in good standing, one of which is the Chairperson, appointed by the Auxiliary President. The committee composes all Auxiliary publicity materials and distributes the materials to the local newspapers, the hospital Newsletter, the Scrapbook/Historian committee and to the Director of Volunteer Services. The committee also works with the Membership committee to educate the membership and the public on issues determined by the Auxiliary membership. N. Orientation. The Auxiliary President appoints a Chairperson for this committee and the Chairperson appoints additional members as needed. This committee works closely with the Director of Volunteer Services to establish a timely orientation program that meets all standards of a Hospital required program. O. Sewing and Knitting. The Auxiliary President appoints a Chairperson for this committee and the Chairperson appoints additional members as needed. The Committee accepts projects suggested by hospital staff based on needs and feasibility. P. Scholarships. The Auxiliary President appoints a Chairperson for this committee and the Chairperson appoints additional members as needed. Members of this committee may include members not active in the Gritman Auxiliary. This committee reviews scholarship applications for scholarships offered by the Auxiliary, based on specific criteria, outlined in each scholarship, and makes recommendations to the Auxiliary Board. Q. Scrapbook/Historian. The Historian is appointed by the President. The Historian keeps the recorded history of the Auxiliary up to date, creating a scrapbook of newspaper clippings, pictures and items pertinent to the Auxiliary during the President s term of office. History is taken from the minutes. The Historian presents the history and a picture of Officers to the President at the conclusion of each term. 9
R. Telephone Tree. The Auxiliary President appoints a Chairperson for this committee and the Chairperson appoints additional members as needed. This committee calls all active members prior to general membership meetings, social occasions, and as instructed by the Auxiliary President. ARTICLE VII MEETINGS OF THE GENERAL MEMBERSHIP SECTION III: SECTION IV: Regular. The regular meetings of the general membership of the Auxiliary are held five (5) times per year in the months of September, November, January, March and May. (The May meeting is the Annual Awards Banquet.) The Auxiliary Board determines the time and place of each meeting in coordination with the Director of Volunteer Services. The Telephone Tree committee notifies members of these meetings at least one week in advance of the scheduled meeting. Annual. The Annual Meeting is held in the month of May. The Annual Meeting is for the purpose of the installation of Officers, for receiving annual reports of Officers, to recognize hours of service to the Auxiliary and to conduct other business as appropriate before the membership. Special. The President may call special meetings of the general membership. Notice of special meetings are given by the Telephone Tree Committee not less than seven (7) days in advance of the meeting and only business mentioned in the meeting notice may be transacted. A special meeting may also be called at such time as requested by telephone call by no less than five (5) members of the Auxiliary Board. Notification is to be within 48 hours. Quorum. Fifteen (15) members in good standing shall constitute a Quorum. ARTICLE VIII MAINTENANCE AND DISTRIBUTION OF FUNDS Creation of Accounts. All bank accounts of the Auxiliary are established by resolution of the Auxiliary Board. Issuing Checks. All checks drawn against the Auxiliary shall require two signatures and be signed by the President, Vice- President or Secretary of the Auxiliary, and/or the CEO or CFO of Gritman Medical Center. 10
SECTION III: Distribution. Income generated by the Auxiliary through membership dues, gift shop proceeds and profits from fund-raising, memorials and special events shall be retained by the Treasurer of the Auxiliary and used to further purposes mutually agreed upon by the Hospital and the Auxiliary. The Treasurer of the Auxiliary may also use sufficient funds for use as working capital to conduct its affairs, as approved by the Board. A. Use of Funds distributed to the Hospital. The Auxiliary Board will share recommendations with the Hospital CEO regarding the use of Auxiliary funds. B. Donations. Funds donated to the Auxiliary in memory of a deceased member will be disbursed, taking into consideration any restrictions made by donors. C. Accounting. The Treasurer shall prepare a current financial statement describing the Auxiliary assets, income and expenses and submit said report to the Auxiliary Board monthly. ARTICLE IX FISCAL YEAR Terms. The fiscal year of the Gritman Medical Auxiliary shall commence January 1 and shall end on December 31. ARTICLE X PARLIAMENTARY AUTHORITY Rules. Robert s Rules of Order (Revised) is the authority in all cases for questions not addressed herein. ARTICLE XI AUXILIARY DISSOLUTION Dissolution. In the event of dissolution, winding up or abandonment of the Auxiliary, all assets of the Auxiliary, if any, are distributed to Gritman Medical Center. ARTICLE XII POLICIES AND PROCEDURES Adoption. The Auxiliary Board may adopt such Policies and Procedures as necessary in carrying out these bylaws, without referral to the general membership or the Hospital. 11
ARTICLE XIII AMENDMENTS Amendments. It is important that the bylaws be amended from time to time to reflect the way the Auxiliary currently functions. These bylaws may be amended by the affirmative vote of a majority of the members present and voting at any regular or special meeting of the Auxiliary, provided that notice of the proposed amendment(s) is contained in the notice of such meeting, not less than seven (7) days in advance of the meeting. No amendment to the bylaws may become effective until approved by the Auxiliary Board and membership. These bylaws shall be thoroughly reviewed and adjusted every five (5) years, or as needed annually. ARTICLE 14 APPROVAL These bylaws, upon approval, become effective immediately. ADOPTED BY Gritman Medical Center Auxiliary. Signed: Kathy Ewert, Gritman Auxiliary President ADOPTED BY the Hospital Board of Gritman Medical Center. Date Signed: B.J. Swanson, Chairman of the Board Date Signed: Jeffrey Martin, President & CEO Date S:\ALL\Volunteer Auxiliary\Bylaws\Gritman Medical Center Auxiliary Bylaws February 2005 Final.doc 12