Bylaws

ARTICLE I. NAME OF ORGANIZATION

The name of this organization is The West Virginia Chapter of the American Academy of Pediatrics (WVAAP)

ARTICLE II.  PURPOSE

Section 1. Nonprofit Purpose

This organization is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. Mission statement

Our mission is to attain the optimal health and well-being of all infants, children, adolescents and young adults by uniting and educating Pediatricians and facilitating effective Partnership between Pediatricians and other child experts and advocates.

ARTICLE III. MEMBERSHIP STRUCTURE

Section 1. General Membership

• Any healthcare provider, medical resident, medical student or healthcare affiliate is eligible for membership.
• Members are considered in good standing provided their annual chapter dues are paid in full.  

Section 3. Chapter Executive Committee

• The Chapter Executive Committee shall include the Chapter President, Vice President, Secretary/Treasurer, Immediate Past President, and Executive Director.

Section 4. Leadership and Governance

• Chapter Officers shall include the Chapter President, Vice President, Secretary/Treasurer, and Immediate Past President.
• All members of the Board of Directors shall be Fellows of the American Academy of Pediatrics.
• All members of the Board of Directors shall have a 2-year term of service.
• Officer terms begin and conclude at the WVAAP annual meeting 

• • A. Chapter President

• • • Duties of the Chapter President shall include the following:

1. 1. 1. The President shall preside at all meetings of the membership.
      2. Uphold the Chapter Bylaws.
      3. Promote Chapter activities, organize and conduct appropriate meetings and promote Chapter projects.
      4. Represent the Chapter at district and national meetings including the Annual Leadership Forum (ALF).
      5. Participate in monthly District III Meetings.
      6. Communicate and promote collaboration between the membership and the Board of Directors.
      7. In collaboration with the Executive Director, construct and file the annual reports with National AAP.
      8. Keep a functional set of Chapter Bylaws.

• • • Election of the President: The Chapter Vice-President will rise to Chapter President.  If for any reason the Chapter President is unable to complete their term, the Chapter Vice-President shall serve in their place and a new Chapter Vice President shall be nominated and elected by the Chapter membership.

• • B. Chapter Vice-President

• • • Duties of the Chapter Vice-President shall include the following:

1. 1. 1. Assist the Chapter President in the performance of their duties.
      2. Perform functions as delegated by the Chapter President or Chapter Board of Directors. 
      3. Succeed the Chapter President 
      4. Oversee Chapter Champion initiatives.
      5. Uphold the Chapter Bylaws. 
      6. Represent the Chapter at district and national meetings including the Annual Leadership Forum (ALF).
      7. Participate in monthly District III Meetings
         

• • • Election of the Vice-President: The Vice President will be nominated and elected by the Chapter Membership.  If for any reason the Chapter Vice President is unable to complete their term, a new Vice President shall be nominated and elected by the Chapter Membership.   

• • C. Chapter Secretary/Treasurer

• • • Duties of the Chapter Secretary/Treasurer shall include the following:

1. 1. 1. Collaborate with the Executive Director and Chapter Accountant in financial recording and transactions.
      2. Render a financial report to the Board of Directors quarterly and to the membership at the annual meeting. 

• • • Election of the Secretary/Treasurer: The Chapter Secretary/Treasurer shall be nominated and elected by the Chapter membership.  

• • D. Board Members-At-Large

• • • Members At-Large shall have a 2-year term of service and will have an opportunity to serve an additional 2-year term.
    • Duties of Members-At-Large shall include the following:

1. 1. 1. Attend virtual and in-person meetings of the Board of Directors.
      2. Serve as a Chapter Champion for a Chapter Initiative  

Section 5: Executive Director

• Duties of the Executive Director shall include the following:

1. 1. Assist in conducting the business of the Chapter under the auspices of the Board of Directors.
   2. Maintain all financial records and transactions of the Chapter with the assistance of the Secretary/Treasurer.
   3. In collaboration with the Chapter President, construct and file annual reports with National AAP.
   4. Attend the annual Executive Director Conference.
   5. Participate in monthly District III meetings.

• The Executive Director will be paid a monthly stipend, the amount of which will be determined by the Chapter Officers based on the contract as approved by he Executive Committee.

Section 6: Chapter Committees and Task Forces

• The Executive Board may create and dissolve committees and task forces as needed based on the requirements of the Chapter.

Section 7: Nomination and Election of Board of Directors

• The Nominating Committee shall consist of members of the Executive Committee.
• The Nominating Committee will prepare a slate of candidates for Vice President, Secretary/Treasurer, and Members-At-Large that will be vacant by the end of the term.
• Chapter members may nominate themselves or others.
• The candidates shall be approved by the Nominating Committee and presented to the general membership for a vote.
• The names of candidates for election to the Board of Directors will be e-mailed to each Chapter member, and the election will be conducted via electronic survey before the end of each term.
• Elected Board Members shall be elected by a majority of the chapter members participating in the vote.
• In the event that a member of the Board of Directors cannot complete their term, a special election will be held following the process outlined above.

ARTICLE IV. MEETINGS OF MEMBERS 

Section 1: Chapter Annual Meeting

• The Chapter shall hold an annual meeting of the entire membership.

• The meeting shall include educational, business practice and healthcare collaboration opportunities for the membership.
• The meeting will include a Chapter business session to conduct the necessary business of the Chapter requiring the presence of the entire membership.

Section 2: Board of Directors Meetings

• The Board of Directors shall meet virtually at least quarterly.
• The Board of Directors retreat shall be scheduled annually.
• The actions of the Board of Directors will be communicated to the members of the Chapter. 

Section 3: Meeting Standards

• A quorum shall consist of 25% of the active membership.
• The Chapter President may call special meetings of the Board of Directors or Executive Committee as required.
• The Chapter President must call a special meeting upon the request of any two members of the Executive Committee. A majority of the Executive Committee shall be present to constitute a quorum for the transaction of business.

ARTICLE V: DUES AND ASSESSMENTS

Section 1.  Chapter dues shall be set by the Executive Committee and amended with the approval of the members present and voting at the annual meeting of the Chapter.

Section 2.  The Executive Committee may waive dues for just cause.

Section 3.  Dues shall be collected by the National AAP Chapter Membership Services.

Section 4.  The Chapter will pay the registration fee to the American Academy of Pediatrics annual NCE for the Chapter President, or their designee.

Section 5.  Chapter President and Vice President will have their registration fee to the Chapter Annual Meeting waived.  

Section 6.  The Board of Directors is empowered to defray all or part of the expenses of the Chapter Officers incurred in the performance of Chapter business.  

ARTICLE VI. AMENDMENTS

Section 1. Bylaws

• The Board of Directors may amend these Bylaws by majority vote at the Chapter Annual Meeting business session.