Bylaws of the
Association of State and Territorial Chronic Disease Program Directors
ARTICLE 1 – Name and Address
The Name of the Association shall be the: Association of State and Territorial Chronic Disease Program Directors, known as the Association.
The principal location and address of the Association is DC Office of Record and other such offices as the Board of Directors may authorize.
ARTICLE 2 - Membership
Section 1 Qualifications:
Section 1.a. Representative Members: Representative membership shall be open to one Chronic Disease Program representative who is an employee of the health department of a state, commonwealth, territory, district or possession of the United States and is officially appointed by the health officer from that jurisdiction. Representative members have voting privileges at the annual or special membership meetings, may serve as officers and directors of the Association and may serve on committees and councils.
Section 1.b. General Members: General membership shall be open to other health department employees who direct or work with chronic disease prevention and control programs, including epidemiology units, from any state, commonwealth, territory, district or possession of the United States, in addition to the officially appointed representative to the association who is serving as the representative member from that jurisdiction. General members may serve as officers and directors of the Association and may serve on committees and councils.
Section 1.c. Associate Members: Associate membership may be granted upon approval of the Board of Directors or its designee. Associate members may not serve as officers of the Association, but may serve as Director at large or as members of Association committees and Councils.
There are three types of individual Associate Membership:
Professional - Individuals employed and interested in the area of public health chronic disease prevention and control but who are not employed at health departments of states, commonwealths, territories, districts or possessions of the United States.
Student - Must be enrolled as a full-time (minimum 12 credit hours) student in public health or allied field.
Retired - A person retired from the practice of public health, who remains committed to the purposes of the Association.
Section 2.Cessation of Membership:
Section 2.a. Representative Member: A representativemember ceases to be representative member for non payment of dues or upon cessation of employment at the health department of thestate, commonwealth, territory, district or possession of the United States where he or she was working when appointed by the health officer.
Section 2.b. General Member: A general member ceases to be a general member for non payment of dues or upon cessation of employment at any health department of any state, commonwealth, territory, district or possession of the United States.
Section 2.c. Associate Member: An associate member ceases to be an associate member for non payment of dues or if the Board of Directors determines that the associate member ceases to support the purpose of the Association and notifies the associate member of the termination.
Section 3. Voting Rights:
At any annual or special meeting of the membership, each representative member has the right to vote by mail, telephone call, telegram, cablegram, mail or any other means of electronic or telephonic transmittal. Representative members may also authorize another person to vote for the regular member by proxy at any annual or special meeting of the membership. Each proxy must be in writing executed by the representative member. No proxy shall be valid after the expiration of eleven (11) months from its date, unless a longerperiod is provided for in the proxy. Unless and until voted, every proxy shall be revocable at the pleasure of the representative member who executed it.
ARTICLE 3 - Dues and Fiscal Year
Section 1. Dues:
It shall be the responsibility of the Board of Directors to establish and review annual dues structures for all classes of members. The Board of Directors may determine that any member who has not paid dues will forfeit membership in the Association.
Section 2. Fiscal Year:
Fiscal year shall be October 1 to September 30.
ARTICLE 4 - Board of Directors
Section 1. Composition and Responsibilities:
There shall be a Board of Directors consisting of the five officers (president, president-elect, secretary, treasurer, immediate past president) and fourteen directors, of which one director may be an associate member. The Board of Directors shall determine administrative policies, manage the business of the Association, and establish special and ad hoc committees and appoint members of Association committees. The Board of Directors shall establish and maintain working relationships with other organizations.
Section 2. Ex Officio Directors:
The President may appoint representatives from related affiliates/agencies or other individuals by virtue of their position as ex officio directors, upon the approval of the Board of Directors. The ex-officio appointments end with the term of the appointing President. All ex-officio directors do not have the right to vote.
Section 3.Unanimous Consent:
Any action required or permitted to be taken at any meeting may be taken without a meeting if all directors consent in writing to the taking of such action. Such written consents shall be filed with the minutes of the Board of Directors. Consents may be sent by mail, by facsimile or by electronic mail.
ARTICLE 5 – Executive Committee and Officers
Section 1. Composition of Executive Committee:
Executive Committee - shall consist of the president, president-elect, secretary, treasurer and the immediate past president. The Executive Committee may exercise all of the powers and authority of the Board of Directors during periods between routinely scheduled meetings of the Board of Directors. However, the Executive Committee shall have not have power or authority to:
Amend the Articles of Incorporation;
Adopt an agreement of merger or consolidation;
Recommend to the Representative Members the sale, lease or exchange of all or substantially all of the Association’s property and assets;
Recommend to the Representative Members a dissolution of the Association or revocation of a dissolution;
- Amend these Bylaws;
- Declare a dividend;
- Authorize the issuance of shares of the Association of any class;
- Or authorize the expenditure of funds not previously approved by the Board of Directors.
All actions of the Executive Committee must be reported to the Board of Directors at the next regular or special meeting of the Board of Directors.
Section 2. Officers:
The five officers of the Association shall be a president, president-elect, secretary, treasurer, and immediate past president
Section 3. President:
The president of the Association shall serve for one year and shall preside over the meetings of the Association, the Board of Directors and the Executive Committee. The president serves as the volunteer leader and spokesperson for the Association. S/he assures that the Board of Directors fulfills its responsibilities for governance and partners with staff to achieve the mission of the organization. The president assumes office at the annual business meeting and serves for a one-year term.
Section 4. President-Elect:
The president-elect shall be elected for a period of one year and will automatically become president for the next term. The president-elect will preside in the absence of the president. The president-Elect serves to provide future continuity of programs, goals, objectives and strategic direction of the Association. S/he acts in place of the president as requested. The president-elect takes office at the annual business meeting and serves for one year. The year as president-elect is a year to be mentored by the president and past president and serves as a learning period.
Section 5. Secretary:
The secretary ensures appropriate minutes are recorded, distributed and posted for all meetings of the Membership, the Board of Directors and the Executive Committee. The secretary assumes office at the annual business meeting and serves for a two-year term.
Section 6. Treasurer:
The treasurer serves to maintain the funds of the Association, review all appropriate financial records, and monitors disbursement of funds in accordance with approved Associate policy. The treasurer also serves as avoting member of the Finance Committee but may not serve as Chair. S/he assumes office at the annual business meeting and serves for a two-year term.
Section 7. Past President:
The past president serves to ensure historical continuity of programs, goals, objectives and strategic direction of the Association. S/he serves as Chair of the Nominating Committee. The past president takes office at the annual business meeting and serves for one year. The past president serves as a mentor to the president and president-elect.
ARTICLE 6 - Vacancies
In the event of a vacancy in the office of the president, the president-elect shall succeed to that office to complete the unexpired term and shall serve the succeeding full year as president. In the event of a vacancy in the office of immediate past president, the next available past president who is a representative or general member in good standing and is willing to serve, shall be appointed by the Board of Directors to complete the unexpired term. In the event of a vacancy occurring in the office of president-elect, secretary, treasurer, or directors at large of the Board of Directors, the Board of Directors shall appoint replacements.
ARTICLE 7 - Tenure and Eligibility for Officers and Directors, Terms and Removal
Section 1. Tenure and Eligibility of Officers:
The president and the president-elect may serve for one term only, with at least an intervening one year period since their last term in the same office. The secretary and the treasurer may serve for not more than two consecutive terms. Officers of the Association to be eligible for office must have served