PROPOSED BYLAWS CHANGES AND PROPOSED ARTICLES OF AMENDMENT

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1 2014 PROPOSED BYLAWS CHANGES AND PROPOSED ARTICLES OF AMENDMENT Association for Professionals in Infection Control and Epidemiology 1275 K Street, NW, Suite 1000 Washington, DC Phone: Fax:

2 2014 Proposed Bylaws Changes Prepared: October 2014 Following are recommended changes to be presented to the membership for vote in the Fall of All changes have been reviewed by the Policy and Bylaws Committee and approved by the Board of Directors, and shall be submitted to the membership for vote. Amendments to the Bylaws require an affirmative vote of two-thirds (2/3) of the Voting Members. Proposed changes will also be presented to the membership during the Annual Business Meeting for discussion Location Old Language New Language* Rationale for Change/Amendment #1 ARTICLE I NAME AND SEAL Section 2. Seal (The seal of the Association shall be a circular impression seal with the words "Association for Professionals in Infection Control and Epidemiology, Inc., Massachusetts 1987" affixed thereto.) This section is recommended for deletion The use of a corporate seal is a somewhat outdated practice and is not a requirement of the Massachusetts General Laws, Chapter 180 (the laws applicable to nonprofits incorporated in Massachusetts). #2 ARTICLE II PURPOSE AND GOALS Section 1. Purpose The Association for Professionals in Infection Control and Epidemiology, Inc. is a multidisciplinary, voluntary, international organization (whose purpose is to improve health by serving the needs and aims common to all disciplines that are united by infection control and epidemiology activities). The Association for Professionals in Infection Control and Epidemiology, Inc. is a multidisciplinary, voluntary, international organization with purposes as specified in its Articles of Incorporation. documents, as well as avoiding the need to amend both the Articles and Bylaws to effect one revision, it is usually recommended that organizations refer to the purposes clause in is Articles of Incorporation. The clause in the Articles of Incorporation can be amended to reflect the most updated purposes statement for the organization. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis.

3 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment #3 ARTICLE II PURPOSE AND GOALS Section 2. Goals A. To direct, support and improve the practice and management of infection control and the application of epidemiology. B. To position APIC as the leader in the practice of infection control and the application of epidemiology. C. To ensure that APIC's mission is supported by its resources and activities. To further describe, and not to limit, the purposes of the Association as described in its Articles of Incorporation, the Association shall conduct its activities with the following goals: A. To direct, support and improve the practice and management of infection control and the application of epidemiology. B. To position APIC as the leader in the practice of infection control and the application of epidemiology. C. To ensure that APIC's mission is supported by its resources and activities. Provides a point of reference for the goals. #4 ARTICLE IV OFFICES New language The Association shall maintain in the Commonwealth of Massachusetts a registered office and a registered agent who is a resident of the Commonwealth of Massachusetts at such office, and may have other offices within or without the States as shall be determined by the Board of Directors. documents. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 2

4 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment #5 ARTICLE V Membership Section 1. Privileges A. Membership in the Association is a privilege (and is achieved by compliance with these bylaws). B. Categories 1. Active Membership Active Members shall be individuals occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology. Such members may vote in elections, serve on committees, and hold elected office. ARTICLE V Membership Section 1. Membership Categories A. Membership in the Association is a privilege. Members must comply with membership requirements in these bylaws and in applicable policies as may be established by the Board of Directors from time to time. The Board of Directors shall have ultimate discretion in interpreting membership qualifications and proper membership category placements. For the purpose of providing consistency and clarity among the governing documents and privileges afforded each membership category. 2. Associate Membership Associate Members shall be individuals not actively involved in the practice and management of infection control and/or the application of epidemiology. Such members may not vote (or) hold elected office. 3. Retired Membership Retired Members shall be individuals who are no longer employed in any capacity and who have had five consecutive years of B. Categories *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 1. Active Membership Active Members shall be individuals occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology. Such members may vote in elections or when a membership vote is required by Chapter 180 of the Massachusetts General Laws or requested by the Board of Directors, serve on committees, and hold elected office. 2. Associate Membership 3

5 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment Active or Associate APIC membership prior to retirement. Retired Members may not vote or hold elected office, however, they may serve in appointed capacities. 4. Honorary Membership Honorary Members shall be individuals elected to this category by the Board of Directors in recognition of their contribution to the Association. Honorary members shall not be occupationally or professionally involved in the practice or management of infection control or the application of epidemiology. Such members may serve the Association in any manner mutually agreeable to themselves and to the Board, but may not vote or hold elected office. 5. Lifetime Membership Lifetime Members shall be individuals elected to this category by the Board of Directors in recognition of their contribution to the field of infection control and/or epidemiology or to the Association. Lifetime members are Associate Members shall be individuals who are not actively involved in the practice and management of infection control and/or the application of epidemiology. Associate Members may not vote, hold elected office or serve on committees. 3. Retired Membership Retired Members shall be individuals who are no longer employed in any capacity and who have had five (5) consecutive years of Active or Associate APIC membership prior to retirement. Retired Members may not vote or hold elected office, however, they may serve in appointed capacities. 4. Honorary Membership Honorary Members shall be individuals elected to this category by the Board of Directors in recognition of their contribution to the Association. Honorary members shall not be occupationally or professionally involved in the practice or management of infection control or the application of epidemiology. Honorary members may serve the Association in any manner mutually agreeable to *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 4

6 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment those individuals who are currently or have been occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology. Such members may vote in elections, serve on committees, and hold elected office. 6. Patron Membership Patron Members shall be organizations or groups interested in supporting the Association. Such members may not vote or hold elected office. 7. Student Membership Individuals enrolled full-time in an accredited institution, prior to the award of an associates or bachelors degree. Such members may not vote or hold office; however, may serve on committees. themselves and to the Board, but may not vote or hold elected office. 5. Lifetime Membership Lifetime Members shall be individuals elected to this category by the Board of Directors in recognition of their contribution to the field of infection control and/or epidemiology or to the Association. Lifetime members are those individuals who are currently or have been occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology. Such members may vote in elections or when a membership vote is required by Chapter 180 of the Massachusetts General Laws or requested by the Board of Directors, serve on committees, and hold elected office. 6. Patron Membership Patron members shall be organizations or groups interested in supporting the Association. Patron members may not vote, hold elected office or serve on committees. 7. Student Membership *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 5

7 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment Individuals enrolled full-time in an accredited institution, prior to the award of an associates or bachelors degree. Student members may not vote or hold office, but may serve on committees. The Active Members and Lifetime Members may be collectively referred to as Voting Members. #6 ARTICLE V Membership Section 2. (Membership Renewals) C. Membership Renewals 1. (Membership shall be based on anniversary date at which a member joins the association). 2. (Honorary membership shall be valid until revoked or terminated by the Board of Directors). ARTICLE V Membership Section 2. Membership Duration and Renewal The term of membership in the Association shall be determined by the Board of Directors from time to time. Tenure of membership shall be based on the anniversary date at which a member joins the Association. Procedures for renewal of membership shall be as determined by the Board of Directors from time to time. #7 NEW ARTICLE V Membership Section 3. Membership Application documents. documents. Application for membership shall in writing on a form as prescribed by the Board of Directors. The Board of Directors retains the right to reject an *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 6

8 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment application for membership when it considers such action to be in the longterm best interest of the Association, consistent with its tax-exempt mission. #8 ARTICLE IV Membership D. Membership in Local Chapters All members of the local chapters of the Association must also be members of the (national) Association. ARTICLE V Membership Section 4. Membership in Local Chapters All members of the local chapters of the Association must also be members of the Association. documents. #9 ARTICLE IV Membership Section 2. Fiscal Year #10 ARTICLE V Membership Section 4. Termination The fiscal year shall be the calendar year. A. (If the dues of any member are not paid in accord with the policies of the Association, membership shall be automatically terminated.) B. Any member may be (removed) by the Board of Directors upon twothirds (2/3) affirmative vote of the ARTICLE V Membership Section 5. Dues Dues for each calendar year shall be determined by the Board of Directors and all dues shall be remitted according to Board policy. Honorary and Lifetime Members shall be exempt from dues. The Board of Directors shall determine the minimum contribution for patron membership. The Board of Directors may require that members be current in all dues payment in order for membership to be renewed. Local chapter membership dues shall not exceed those of the Association. ARTICLE V Membership Section 6. Termination Any member may be terminated by the Board of Directors upon the affirmative vote of two-thirds (2/3) of the entire Board of Directors then in office, whenever, in the *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. documents. documents. 7

9 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment #11 ARTICLE VI Meetings of the Membership Section 1. Meetings entire Board of Directors then in office, whenever, in (its) judgment, the best interests of the Association would be served thereby. (Such member), to be removed, shall be given notice of (said) meeting, at which a decision for (removal) is to be made, and shall be given an opportunity to be heard prior to the final decision. C. (The Board of Directors of APIC may provide for subsequent reinstatement.) Section 1. Meetings A. Annual Meetings The (annual business) meeting of this (organization) shall be held in conjunction with the educational conference, or at such time as directed by the Board of Directors. Board s judgment, the best interests of the Association would be served thereby. The member for whom termination is being considered shall be given notice of the meeting at which a decision for termination is to be considered, and shall be given an opportunity to be heard prior to the Board s final decision. The Board of Directors may provide for subsequent reinstatement of members terminated in this manner. ARTICLE VI Meetings of the Membership Section 1. Annual Meetings The Association shall hold an annual meeting of its members once each fiscal year. The annual meeting of the Association shall be held in conjunction with the educational conference, or at such time as directed by the Board of Directors. Voting Members shall be provided with at least 10 days notice prior to the meeting. documents. Establishes required period of notification. #12 NEW Section 2. Special Meetings Special meetings of the membership may be called at the request of the President, the Directors, or upon the written request of at least 10% of Voting Members. Voting Members shall be provided with at least 2 days notice prior to the date of the meeting. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. Section 6A of the Massachusetts General Laws allows a special meeting to be called by 10% of the smallest quorum of members required to vote upon any matter at the annual meeting of the members. As APIC currently has a quorum without a minimum, and allows for the number of members present to equal 8

10 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment a quorum, it is recommend that special meetings be called by 10% of all members. #13 B. Quorum Those members present at the annual business meeting shall constitute a quorum. Section 3. Quorum #14 NEW Section 4. Chairman The number of Voting Members present at a meeting shall constitute a quorum. The President shall preside as Chairman at all meetings of the Voting Membership. In the absence of the President from any meeting of the Voting Members, the President-Elect shall serve as temporary Chairman. #15 NEW Section 5. Manner of Acting The act of a majority of the Voting Members present at a duly called meeting of the Voting Members at which a quorum is present shall be the act of the Voting Membership, except as otherwise provided by law, by the Association s Articles of Incorporation, or by these Bylaws. documents. documents. Although the current threshold is permissible under the Massachusetts General Laws, Chapter 180, APIC has reconsidered the quorum threshold for member meetings and is proposing including an express ability for members to vote by proxy. This action will allow for a larger percentage of Voting Members. Voting Members shall be permitted to vote by proxy, provided that the proxy is executed by the Voting Member or the Voting Member s representative not more than six (6) months before the *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 9

11 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment scheduled meeting. Proxies shall become invalid following the meeting for which they are executed. #16 NEW Section 6. Action without a Meeting #17 ARTICLE VII Officers Section 2. Duties NEW A. President 1. Shall be directly responsible to the Board of Directors for the administration of the Association. 2. Shall preside at all Board meetings (of the Association.) 3. (Shall preside at all business meetings of the Association.) B. President-elect 1. Shall prepare to assume the office of President. 2. Shall fill the office of President should that office become vacant and subsequently fill the office of President for a regular term as is Any action required to be taken at a meeting of the Voting Members or any action which may be taken at a meeting of the Voting Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof. Without limitation, the duties of the respective offices are as follows: A. President. The President shall be directly responsible to the Board of Directors for the administration of the Association. The President shall preside at all Board of Directors meetings and all member meetings. B. President-elect. The President-elect shall prepare to assume the office of President and fill the office of President should that office become vacant for the remainder of the term. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. According to Massachusetts General Laws, Chapter 156B, Section 43, members may take action by unanimous written consent. documents. 10

12 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment entitled the President-elect. C. Treasurer 1. Shall oversee and be responsible for the management of the financial affairs of the Association. 2. (Shall oversee the preparation of periodic financial reports for the Board.) 3. (Shall review financial affairs of the Association.) 4. (Shall oversee the preparation of the annual budget and present it to the Board of Directors.) 5. (Shall be a member or consultant to any committee having to do with the Association's monies.) 6. (Shall be bonded.) D. Secretary 1. Shall oversee the accurate recording, and transcribing of the minutes of all Association and Board of Directors meetings. 2. Shall submit all minutes to the Board of Directors in accord with established procedure. #18 Section 3. Terms of office A. The President shall serve for a term of one year or until a successor has assumed office. B. The President-elect shall serve for a term of one year or until a successor has assumed office. C. The Secretary shall serve for a C. Treasurer. The Treasurer shall oversee and be responsible for the management of the financial affairs of the Association. In this role, the Treasurer shall oversee the preparation of periodic financial reports for the Board of Directors, review financial affairs of the Association, oversee the preparation of the annual budget and present it to the Board of Directors, and be a member or consultant to any committee having responsibility for the Association s monies. The Treasurer shall be bonded. D. Secretary. The Secretary shall oversee the accurate recording and transcribing of the minutes of all Association and Board of Directors meetings, submit all minutes to the Board of Directors in accord with the procedure established by the Board of Directors, and perform duties of a clerk as specified under the Massachusetts General Laws, Chapter 180. Section 3. Terms of Office A. The President shall serve for a term of one year or until a successor has assumed office. B. The President-elect shall serve for a term of one year or until a successor has documents. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 11

13 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment term of two years or until a successor has assumed office; and shall be elected in the oddnumbered years. D. The Treasurer shall serve for a term of two years or until a successor has assumed office; and shall be elected in the evennumbered years. E. No officer shall serve more than two consecutive terms in the same office. F. All terms of office shall begin at the first Board of Directors meeting of the calendar year. #19 Section 4. Qualifications A. President (Shall have automatically succeeded to the Presidency after having held the office of President-elect the preceding year.) B. President-elect (Shall have served at least one year as a member of the APIC Board of Directors prior to assuming the office of President-elect.) assumed office. C. The Secretary shall serve for a term of two years or until a successor has assumed office; and shall be elected in the oddnumbered years. D. The Treasurer shall serve for a term of two years or until a successor has assumed office; and shall be elected in the evennumbered years. E. No officer shall serve more than two consecutive terms in the same office. F. All terms of office shall begin at the first Board of Directors meeting of the calendar year and shall continue until the officer s successor has been duly elected and qualified. Section 4. Elections and Qualifications The officers of the Association shall be elected by the membership by affirmative vote of a majority of the members voting. The President-elect shall automatically succeed to the Presidency after having held the office of President-elect the preceding year. If the President-elect is unable or unwilling to hold the office of President, a majority of the Board of Directors present at any meeting at which a quorum is present shall elect a new president who has served at least one year as a member of the APIC Board of Directors prior to assuming the office. A provision has been added to account for a situation in which the President-elect was unable to assume the Presidency. #20 Section 5. A. If any office with the exception of Section 5. Vacancies. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 12

14 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment Vacancies President-elect becomes vacant, it may: 1. Remain vacant until the next election. 2. Be filled by appointment by the Board of Directors for the unexpired term. B. If the office of President-elect becomes vacant, it shall be filled by a special election of the membership. #21 Section 6. Removal Any Officer, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Association would be served thereby. The Officer, to be removed, shall be given notice of said meeting, at which a decision for removal is to be made, and shall be given an opportunity to be heard prior to the final decision. If any office with the exception of Presidentelect and the Secretary becomes vacant, it may: (i) remain vacant until the next election; or (ii) be filled by appointment through a majority of the Board of Directors for the unexpired term. If the office of Presidentelect becomes vacant, it shall be filled by a special election of the membership. Section 6. Removal Any officer, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Association would be served thereby. The officer, to be removed, shall be given notice of said meeting, at which a decision for removal is to be made, and shall be given an opportunity to be heard prior to the final decision. documents. documents. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 13

15 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment #22 ARTICLE VIII BOARD OF DIRECTORS Section 1. Composition Section 1. Composition The Board of Directors shall consist of the four officers, the immediate Past-President, and no less than nine and no more than twelve (12) directors. Up to two (2) external directors shall be elected to serve alternating terms. There is no requirement that external directors be occupationally or professionally involved in infection prevention and control ARTICLE VIII BOARD OF DIRECTORS Section 1. Composition The Board of Directors shall consist of the four officers, the immediate Past-President, and no less than nine and no more than twelve (12) other directors, the certain number to be determined by the Board of Directors from time to time. Up to two (2) directors may be external directors, or persons who are not occupationally or professionally involved in infection prevention and control. If elected, such external directors shall have staggered terms. documents. #23 Section 2. Terms NEW Section 2. Qualification and Election Elections for positions on the Board of Directors shall be held annually prior to the beginning of terms of office. Only Voting Members may vote in elections for Board of Director positions. A majority vote shall elect when there are less than three candidates. A plurality vote shall elect when there are three or more candidates. Tie votes shall be broken by a run off. An independent outside balloting agency will oversee the tabulation of the election ballots and communicate results *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. documents. 14

16 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment as specified by APIC Nominating and Awards Committee policy regarding election procedures as amended from time to time. Except for candidates for external director positions, in order to be eligible to be elected as a director or as a member of the Nominating and Awards Committee, a candidate must be either a current Active or Lifetime Member of APIC and must have been a member of APIC for the prior two (2) years. No officer or director may hold office in a chapter and in the Association simultaneously. #24 Section 2. Terms (A.) The directors shall serve a term of three (3) years or until a successor has assumed office. Directors may not serve consecutive terms (in the same capacity). Directors are not eligible for re-election in the same capacity until three (3) years have lapsed following completion of their previous term. They shall be elected on a (rotating basis) with no less than four (4) no more than six (6) elected each year. (B.) The immediate Past-President shall serve as a director for one year upon completion of the term of office of President. Section 3. Terms The directors shall serve a term of three (3) years or until a successor has assumed office. Directors elected to the Board may not serve consecutive terms. Directors are not eligible for re-election in the same capacity until three (3) years have lapsed following completion of their previous terms. The terms of directors shall be staggered such that no less than four (4) and no more than six (6) directors are elected each year. The immediate past President shall serve as a director for one year upon completion of the term of office of President. documents. #25 Section 3. Duties A. (The Board of Directors) shall be the governing body of the Section 4. Duties The Board of Directors shall *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 15

17 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment Association and shall establish association policy for conducting the business and management functions of the Association. B. (The Board) select(s) and employ(s) a chief staff executive who shall be responsible for managing the day-to-day affairs of the Association. C. (The Board) oversee(s) committee activities. D. (The Board) authorize(s) the official acts of the elected officials and committees. E. (The Board) approve(s) the slate of candidates for the ballot. #26 Section 4. Meetings A. Meetings shall be held a minimum of twice yearly, at the discretion of the Board. B. Dates, notices, and agenda shall be according to policy set by the Board of Directors. C. (A minimum of two (2) days notice shall be required prior to a Board of Directors meeting.) D. Two-thirds (2/3) of the Board of Directors shall constitute a quorum. E. The chief staff executive shall be in attendance at all such meetings as an ex-officio non-voting member, but shall not be counted for the purpose of a quorum. The Board of Directors may meet without the chief staff executive. A. be the governing body of the Association and shall establish association policy for conducting the business and management functions of the Association; B. select and employ a chief staff executive who shall be responsible for managing the day-to-day affairs of the Association; C. oversee committee activities; D. authorize the official acts of the elected officials and committees; E. approve the slate of candidates for the ballot. Section 5. Meetings Regular meetings of the board shall be held a minimum of twice yearly, at the discretion of the Board. Unless these bylaws state otherwise, dates, notices, and agenda shall be according to policy set by the Board of Directors. Two-thirds (2/3) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The chief staff executive shall be in attendance at all such meetings as an exofficio non-voting member, but shall not be counted for the purpose of a quorum. The Board of Directors may meet without the chief staff executive. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. documents. documents. 16

18 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment #27 New Section 6. Notice Annual and regular meetings may be held without notice if the time and place of such meetings are fixed by these bylaws, the Association s Articles of Incorporation, or the Board. Notice of any special meeting of the Board of Directors shall be received by each Director by not less than two (2) days before the time set for such a meeting, and must include the time, date, place and purpose of such meeting. Notice may be waived in writing by those not present prior to the meeting. #28 New Section 7. Manner of Acting The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by law or by these bylaws. #29 Section 5. Removal Any (D)irector, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Association would be served thereby. The (D)irector, to be removed, shall be given notice of (said) meeting, at which a decision for removal is to be made, and shall Section 8. Removal Any director, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Association would be served thereby. The director, to be removed, shall be given notice of the meeting at which a decision for removal is to be made, and shall be given an opportunity to be heard prior to the final decision. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. documents. documents. documents. 17

19 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment be given an opportunity to be heard prior to the final decision. #30 New Section 9. Vacancies Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. documents. #31 Section 6. Action by Writing Section 6. Action by Writing. (The) action may be taken without a meeting (if the action is taken by the unanimous consent of the members of the Board of Directors. The action must be evidenced by one (1) or more consents describing the action taken, in writing, signed by each director, or delivered to the corporation) by electronic transmission, to the address specified by the corporation for the purpose or, if no address has been specified, to the principal office of the corporation, addressed to the secretary or other officer or agent having custody of the records of proceedings of directors, and included in the minutes or filed with the corporate records reflecting the Section 10. Action without Meeting Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent may be delivered to the Association by electronic transmission, to the address specified by the Association for the purpose or, if no address has been specified, to the principal office of the Association, addressed to the secretary or other officer or agent having custody of the records of proceedings of directors, and included in the minutes or filed with the corporate records reflecting the action taken. documents. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 18

20 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment #32 Section 7. Presence Through Communications Equipment. #33 ARTICLE IX COMMITTEES Section 1. Executive Committee action taken. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting. A. Shall consist of six (6) members of the Board of Directors: the President, the President-elect, the Immediate Past President, the Treasurer, the Secretary and one member elected at the first Board meeting of the year by and from the current Board of Directors. The chief staff executive shall serve as ex-officio non-voting member of the Executive Committee. B. Shall regularly review the performance of the chief staff executive in consultation with the Board of Directors. C. Shall make all necessary decisions, between Board meetings, to insure the continuous functioning of the Association. Section 11. Presence through Communications Equipment The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting. Article IX Committees Section 1. Executive Committee The Executive Committee shall consist of six (6) members of the Board of Directors: the President, the President-elect, the Immediate Past President, the Treasurer, the Secretary and one member elected at the first Board meeting of the year by and from the current Board of Directors. The chief staff executive shall serve as ex-officio non-voting member of the Executive Committee. The Executive Committee shall: A. regularly review the performance of the chief staff executive in consultation with the Board of Directors; and B. make all necessary decisions, between Board of Directors *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. This section required renumbering. documents. 19

21 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment meetings, to ensure the continuous functioning of the Association. #34 ARTICLE IX COMMITTEES Section 2. Standing and Special Committees Standing and Special committees are appointed by the Board. The composition, terms, and duties of these committees shall be determined by the Board of Directors. Appointments shall be made on a year-by-year basis. ARTICLE IX COMMITTEES Section 2. Standing and Special Committees Standing and Special committees are appointed by the Board. The composition, terms, and duties of these committees shall be determined by the Board of Directors in accordance with these bylaws. Appointments shall be made on a year-byyear basis. documents. #35 New Language ARTICLE IX COMMITTEES Section 3. Committee Power Committees shall exercise power as designated by the Board of Directors. Provides clarity with regard to the source of committee power. #36 ARTICLE IX COMMITTEES Section 3. Audit Committee The composition of the Audit Committee shall be based on best practices of non-profit associations. Section 4. Audit Committee The composition of the Audit Committee shall be based on best practices for nonprofit organizations as determined by the Board. documents and best practices for nonprofit organizations. #37 ARTICLE IX COMMITTEES Section 4. Finance Committee The composition of the Finance Committee shall be based on best practices of non-profit associations. The composition of the Finance Committee shall be based on best practices for nonprofit organizations as determined by the Board. documents and best practices for nonprofit organizations. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 20

22 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment #38 ARTICLE IX COMMITTEES Section 5. Nominating and Awards Committee A. (Qualifications: To be) eligible to serve on the Nominating and Awards Committee an individual must meet those qualifications stated in Article VIII, Section 4. B. Composition and duties: 1. Shall consist of six (6) members to be elected by the membership for a three-year term on a rotating basis with two (2) members elected each year. 2. Members shall not be eligible to run for any office while serving on the Nominating Committee. 3. (Shall be headed by a chairman appointed from the committee members, and approved by the Board of Directors.) 4. Shall solicit nominations representative of a multidisciplinary international organization. 5. Shall develop procedures for the conduction of elections and submit for Board approval. 6. Shall develop and submit a slate of candidates for the APIC ballot to the Board of Directors for approval. 7. Shall notify all nominees of their status regarding their candidacy. ARTICLE IX Committees Section 6. Nominating and Awards Committee The Nominating and Awards Committee shall consist of six (6) members to be elected by the membership for a threeyear term on a staggered basis with two (2) members elected each year. In order to be eligible to serve on the Nominating and Awards Committee, an individual must meet those qualifications for a non-external director stated in Article VIII, Section 2. Members of this committee shall not be eligible to run for any office in the Association while serving on the committee. The committee shall be headed by a chairperson appointed by the committee members and approved by the Board of Directors. The committee shall: (i) (ii) solicit nominations for awards and elected positions in the Association that are representative of a multidisciplinary international organization ; develop procedures for the conduction of elections consistent with these bylaws, the documents. *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 21

23 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment Association s articles of incorporation, and applicable law and submit such procedures for Board approval; (iii) develop and submit a slate of candidates for the APIC ballot to the Board of Directors for approval; (iv) notify all nominees of their status regarding their candidacy #39 ARTICLE X Official Publication and Editorial Board #40 ARTICLE X Official Publication and Editorial Board Section 1. Official Publication A. The official publication of the Association shall be the American Journal of Infection Control. B. All members shall receive the American Journal of Infection Control. Section 2. Editorial Board A. The Editorial Board shall consist of no less than eleven (11) members who shall be recommended by the Editor and approved by the Board of Directors each year. New Recommended for deletion. ARTICLE X Finances Section 1. Fiscal Year The fiscal year of the Association shall be the calendar year or such other period established by the Board of Directors. This section is not required in bylaws and is recommended to be contained in a policy of the Board. documents and in keeping with best practices for nonprofit organizations. #41 New ARTICLE X Finances Section 2. Contracts *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. documents and in keeping with best 22

24 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. #42 New ARTICLE X Finances Section 3. Checks and Drafts #43 New ARTICLE X Finances Section 4. Deposits All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, or agent or agents of the Association and in such manner as shall be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer of the Association. All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. practices for nonprofit organizations. documents and in keeping with best practices for nonprofit organizations. documents and in keeping with best practices for nonprofit organizations. 23

25 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment may select. #44 ARTICLE XI Liability and Indemnification Section 1. Limitation of Liability No officer or director shall be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as an officer or director not withstanding any provision of law imposing such liability, provided however, that this provision shall not eliminate the liability of an officer or director to the extent that such liability is imposed by applicable law, (i) for any breach of the officer's or director's duty of loyalty to the Association or its members, (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which there is improper personal benefit. This provision shall not eliminate the liability of an officer or director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with respect to any acts or omissions of such ARTICLE XI Liability and Indemnification Section 1. Limitation of Liability To the fullest extent permitted by Massachusetts General Laws Chapter 180, as the same may be amended or supplemented, no officer or director shall be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as an officer or director not withstanding any provision of law imposing such liability, provided however, that this provision shall not eliminate the liability of an officer or director to the extent that such liability is imposed by applicable law, (i) for any breach of the officer's or director's duty of loyalty to the Association or its members, (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which there is improper personal benefit. This provision shall not eliminate the liability of an officer or director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. documents and the laws of Massachusetts. 24

26 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment officer or director occurring prior to such amendment or repeal. respect to any acts or omissions of such officer or director occurring prior to such amendment or repeal. #45 ARTICLE XI Liability and Indemnification Section 2. Indeminification The Association may, in the sole discretion of the Board of Directors, indemnify in whole or in part any person (and his heirs, executors, administrators, or other legal representatives) who is, or shall have been an officer or director of the Association, or any person who is serving or shall have served at the request of the Association against all liabilities and expenses (including judgments, fines, penalties, and attorney's fees and all amounts paid, other than to the Association, in compromise or settlement) reasonably incurred by any such officer, director or person who may be a party defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been an officer or director of the Association or such other Association, except in relations to matters as to which any such officer, director or person shall be finally adjudged, other than by consent, in ARTICLE XI Liability and Indemnification Section 2. Indemnification To the fullest extent permitted by the Massachusetts General Laws Chapter 180, as the same may be amended or supplemented, the Association may, in the sole discretion of the Board of Directors, indemnify in whole or in part any person (and his heirs, executors, administrators, or other legal representatives) who is, or shall have been an officer or director of the Association, or any person who is serving or shall have served at the request of the Association against all liabilities and expenses (including judgments, fines, penalties, and attorney's fees and all amounts paid, other than to the Association, in compromise or settlement) reasonably incurred by any such officer, director or person who may be a party defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been an officer or director of the Association or such other Association, except in relations to matters as to which any such officer, director or person *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. documents and the laws of Massachusetts. 25

27 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment #46 ARTICLE XII Parliamentary Authority such action, suit or proceeding to have been liable for bad faith or misconduct in their performance of his duty as such officer or director. The parliamentary writings of General Henry M. Roberts, Roberts Rules of Order, most recently revised, govern the Association in all cases not covered by these bylaws or the APIC Articles of Incorporation. shall be finally adjudged, other than by consent, in such action, suit or proceeding to have been liable for bad faith or misconduct in their performance of his duty as such officer or director. ARTICLE XII Parliamentary Authority The parliamentary writings of General Henry M. Roberts, Roberts Rules of Order, most recently revised, govern the Association in all cases not covered by these bylaws, the APIC Articles of Incorporation, or the Massachusetts General Laws Chapter 180. documents and the laws of Massachusetts. #47 ARTICLE XIII Amendments Amendments to the bylaws shall be referred to the Policy and Bylaws Committee for study and necessary revisions. In accord with established procedure, proposed amendments, as presented by the Policy and Bylaws Committee, shall be approved by the Board, and shall be submitted to the membership (via mail or electronic ballot) and must be approved by two-thirds (2/3) of the membership voting. ARTICLE XIII Amendments These bylaws may be adopted, altered, amended or repealed, and one or more new bylaws may be adopted by both the affirmative vote of a majority of the members of the Board of Directors and the approval of at least two-thirds (2/3) of the membership voting. Prior to either vote, proposed amendments to the bylaws shall be referred to the Policy and Bylaws Committee, if such committee is appointed, for study and necessary revisions. In accord with established procedure, proposed amendments, as presented by the Policy and Bylaws Committee, shall be approved by the *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. documents. 26

28 Proposed Bylaws Changes (October 2014) 2014 Location Old Language New Language Rationale for Change/Amendment Board, and shall be submitted to the membership and must be approved by twothirds (2/3) of the membership voting. #48 ARTICLE XIV Dissolution of the Association In the event of dissolution of the Association, all assets shall be disposed of in keeping with its taxexempt status. ARTICLE XIV Dissolution of the Association In the event of dissolution of the Association, all assets shall be disposed of in accordance with Massachusetts General Laws Chapter 180 and consistent with APIC s with taxexempt status. documents and the laws of Massachusetts. END OF PROPOSED AMENDMENTS *Note: New language is underlined and bolded. Deleted language is shown in italics and in parenthesis. 27

29 ASSOCIATION FOR PROFESSIONALS IN INFECTION CONTROL AND EPIDEMIOLOGY, INC. BYLAWS ARTICLE I NAME AND SEAL Section 1. Name The name of this organization is the Association for Professionals in Infection Control and Epidemiology, Inc., hereafter (hereinafter referred to as APIC or the Association ). Section 2. Seal The seal of the Association shall be a circular impression seal with the words "Association for Professionals in Infection Control and Epidemiology, Inc., Massachusetts 1987" affixed thereto. ARTICLE II PURPOSE AND GOALS Section 1. Purpose The Association for Professionals in Infection Control and Epidemiology, Inc. is a multidisciplinary, voluntary, international organization whose purpose is to improve health by serving the needs and aims common to all disciplines that are united by infection control and epidemiology activitieswith purposes as specified in its Articles of Incorporation. Section 2. Goals To further describe, and not to limit, the purposes of the Association as described in its Articles of Incorporation, the Association shall conduct its activities with the following goals: A. To direct, support and improve the practice and management of infection control and the application of epidemiology. B. To position APIC as the leader in the practice of infection control and the application of epidemiology. C. To ensure that APIC's mission is supported by its resources and activities. ARTICLE III TAX STATUS The Association for Professionals in Infection Control and Epidemiology, Inc. (APIC) is an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or a successor statute. ARTICLE IV MEMBERSHIPIV OFFICES The Association shall maintain in the Commonwealth of Massachusetts a registered office and a registered agent who is a resident of the Commonwealth of Massachusetts at such office, and may have other offices within or without the States as shall be determined by the Board of Directors. ARTICLE V MEMBERSHIP Section 1. PrivilegesMembership Categories A. Membership in the Association is a privilege and is achieved by compliance with these bylaws. Members must comply with membership requirements in these bylaws and in applicable policies as may be established by the Board of Directors from time to time. The Revised October 2012 i

30 Board of Directors shall have ultimate discretion in interpreting membership qualifications and proper membership category placements. B. Categories C. 1. Active Membership Active Members shall be individuals occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology. Such members may vote in elections or when a membership vote is required by Chapter 180 of the Massachusetts General Laws or requested by the Board of Directors, serve on committees, and hold elected office. 2. Associate Membership Associate Members shall be individuals who are not actively involved in the practice and management of infection control and/or the application of epidemiology. Such membersassociate Members may not vote, or hold elected office or but mayor serve on committees. 3. Retired Membership Retired Members shall be individuals who are no longer employed in any capacity and who have had five (5) consecutive years of Active or Associate APIC membership prior to retirement. Retired Members may not vote or hold elected office, however, they may serve in appointed capacities. 4. Honorary Membership Honorary Members shall be individuals elected to this category by the Board of Directors in recognition of their contribution to the Association. Honorary members shall not be occupationally or professionally involved in the practice or management of infection control or the application of epidemiology. SuchHonorary members may serve the Association in any manner mutually agreeable to themselves and to the Board, but may not vote or hold elected office. 5. Lifetime Membership Lifetime Members shall be individuals elected to this category by the Board of Directors in recognition of their contribution to the field of infection control and/or epidemiology or to the Association. Lifetime members are those individuals who are currently or have been occupationally or professionally involved in the practice and management of infection control and/or the application of epidemiology. Such members may vote in elections or when a membership vote is required by Chapter 180 of the Massachusetts General Laws or requested by the Board of Directors, serve on committees, and hold elected office. 6. Patron Membership Patron Members shall be organizations or groups interested in supporting the Association. SuchPatron members may not vote, or hold elected office or serve on committees. 7. Student Membership Individuals enrolled full-time in an accredited institution, prior to the award of an associates or bachelors degree. SuchStudent members may not vote or hold office, but may serve on committees; however, may serve on committees. The Active Members and Lifetime Members may be collectively referred to as Voting Members. Section 2.Membership Renewals Duration and Renewal 1. MembershipThe term of membership in the Association shall be determined by the Board of Directors from time to time. Tenure of membership shall be based on the anniversary date at which a member joins the association. Association. Procedures for renewal of membership shall be as determined by the Board of Directors from time to time. 2. Honorary Section 3. Membership Application Application for membership shall be valid until revoked or terminatedmade in writing on a form as prescribed by the Board of Directors. The Board of Directors retains the right to reject an Revised October 2012 ii

31 application for membership when it considers such action to be in the long-term best interest of the Association, consistent with its tax-exempt mission. D. Section 4 Membership in Local Chapters All members of the local chapters of the Association must also be members of the national Association. Section 2. Fiscal Year5. Dues The fiscal year shall be the calendar year. Section 3. Dues A. Membership 1. Dues for each calendar year shall be determined by the Board of Directors. 2. Local chapter membership dues shall not exceed those of the national Association. 3. All dues shall be remitted according to Board policy. 4. Membership cards shall be issued contingent upon receipt of current dues. B. Honorary and Lifetime Membership Dues for each calendar year shall be determined by the Board of Directors and all dues shall be remitted according to Board policy. Honorary and Lifetime Members shall be exempt from dues. C. Patron Membership The Board of Directors shall determine the minimum contribution for patron membership. The Board of Directors may require that members be current in all dues payment in order for membership to be renewed. Local chapter membership dues shall not exceed those of the national Association. Section 4. Termination6. Termination A. If the dues of any member are not paid in accord with the policies of the Association, membership shall be automatically terminated. B. Any member may be removed terminated by the Board of Directors upon the affirmative vote of two-thirds (2/3) affirmative vote of the entire Board of Directors then in office, whenever, in itsthe Board s judgment, the best interests of the Association would be served thereby.. Such member, The member for whom termination is being consideredto be shall be given notice of saidthe meeting, at which a decision for removal termination is to be madeconsidered, and shall be given an opportunity to be heard prior to the Board s final decision. The Board of Directors may provide for subsequent reinstatement of members terminated in this manner. C. The Board of Directors of APIC may provide for subsequent reinstatement. ARTICLE VI MEETINGS OF THE MEMBERSHIP Section 1. Meetings A. Section 1. Annual Meetings The annual businessassociation shall hold an annual meeting of its members once each fiscal year. The annual meeting of this organizationthe Association shall be held in conjunction with the educational conference, or at such time as directed by the Board of Directors. Voting Members shall be provided with at least 10 days notice prior to the meeting. Section 2. Special Meetings Special meetings of the membership may be called at the request of the President, the Directors, or upon the written request of at least 10% of Voting Members. Voting Members shall be provided with at least 2 days notice prior to the date of the meeting. B. Section 3. Quorum Those members The number of Voting Members present at the annual businessa meeting shall constitute a quorum. Revised October 2012 iii

32 Section 4.Chairman The President shall preside as Chairman at all meetings of the Voting Membership. In the absence of the President from any meeting of the Voting Members, the President-Elect shall serve as temporary Chairman. Section 5. Manner of Acting The act of a majority of the Voting Members present at a duly called meeting of the Voting Members at which a quorum is present shall be the act of the Voting Membership, except as otherwise provided by law, by the Association s Articles of Incorporation, or by these Bylaws. Voting Members shall be permitted to vote by proxy, provided that the proxy is executed by the Voting Member or the Voting Member s representative not more than six (6) months before the scheduled meeting. Proxies shall become invalid following the meeting for which they are executed. Section 6. Action without Meeting Any action required to be taken at a meeting of the Voting Members or any action which may be taken at a meeting of the Voting Members may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members entitled to vote with respect to the subject matter thereof. ARTICLE VII OFFICERS Section 1. Composition The officers shall be: a President, a President-elect, a Treasurer, and a Secretary. These officers shall perform the duties prescribed by these bylaws; perform those duties as usually pertain to their respective offices; and perform those duties prescribed by the Board of Directors. Section 2. Duties A. President Without limitation, the duties of the respective offices are as follows: A. 1. ShallPresident. The President shall be directly responsible to the Board of Directors for the administration of the Association. The President shall preside at all Board of Directors meetings and all member meetings. 2. Shall preside at all Board meetings of the Association. 3. Shall preside at all business meetings of the Association. B. President-elect 1. Shall prepare to assume the office of President. B. 2. ShallPresident-elect. The President-elect shall prepare to assume the office of President and fill the office of President should that office become vacant and subsequently fill the office of President for a regular term as is entitled the President-elect. for the remainder of the term. C. Treasurer C. 1. ShallTreasurer. The Treasurer shall oversee and be responsible for the management of the financial affairs of the Association. In this role, the Treasurer shall oversee the preparation of periodic financial reports for the Board of Directors, review financial affairs of the Association, oversee the preparation of the annual budget and present it to the Board of Directors, and be a member or consultant to any committee having responsibility for the Association s monies. The Treasurer shall be bonded. 2. Shall oversee the preparation of periodic financial reports for the Board. 3. Shall review financial affairs of the Association. 4. Shall oversee the preparation of the annual budget and present it to the Board of Directors. 5. Shall be a member or consultant to any committee having to do with the Association's monies. 6. Shall be bonded. D. Secretary D. 1. ShallSecretary. The Secretary shall oversee the accurate recording, and transcribing of the minutes of all Association and Board of Directors meetings., submit all minutes to the Board of Directors in accord with the procedure established by the Board of Directors, and perform duties of a clerk as specified under the Massachusetts General Laws, Chapter 180.

33 2. Shall submit all minutes to the Board of Directors in accord with established procedure. Section 3. Terms of officeoffice A. The President shall serve for a term of one year or until a successor has assumed office. B. The President-elect shall serve for a term of one year or until a successor has assumed office. C. The Secretary shall serve for a term of two years or until a successor has assumed office; and shall be elected in the odd-numbered years. D. The Treasurer shall serve for a term of two years or until a successor has assumed office; and shall be elected in the even-numbered years. E. No officer shall serve more than two consecutive terms in the same office. F. All terms of office shall begin at the first Board of Directors meeting of the calendar year. and shall continue until the officer s successor has been duly elected and qualified. Section 4. Elections and Qualifications A. President Shall have automatically succeededthe officers of the Association shall be elected by the membership by affirmative vote of a majority of the members voting. The President-elect shall automatically succeed to the Presidency after having held the office of President-elect the preceding year. B. President-electShall have If the President-elect is unable or unwilling to hold the office of President, a majority of the Board of Directors present at any meeting at which a quorum is present shall elect a new president who has served at least one year as a member of the APIC Board of Directors prior to assuming the office of President-elect.. Section 5. Vacancies A. If any office with the exception of President-elect and the Secretary becomes vacant, it may: 1. Remain (i) remain vacant until the next election. 2. Be; or (ii) be filled by appointment bythrough a majority of the Board of Directors for the unexpired term.b. If the office of President-elect becomes vacant, it shall be filled by a special election of the membership. Section 6. Removal Any oofficer, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Association would be served thereby. The oofficer, to be removed, shall be given notice of said meeting, at which a decision for removal is to be made, and shall be given an opportunity to be heard prior to the final decision. ARTICLE VIII BOARD OF DIRECTORS Section 1. Composition The Board of Directors shall consist of the four officers, the immediate Past-President, and no less than nine and no more than twelve (12) other directors, the certain number to be determined by the Board of Directors from time to time. Up to two (2) directors may be external directors shall be elected to serve alternating terms. There is no requirement that external directors be, or persons who are not occupationally or professionally involved in infection prevention and control. If elected, such external directors shall have staggered terms. Section 2. Qualification and Election Elections for positions on the Board of Directors shall be held annually prior to the beginning of terms of office. Only Voting Members may vote in elections for Board of Director positions. A majority vote shall elect when there are less than three candidates. A plurality vote shall elect when there are three or more candidates. Tie votes shall be broken by a run off. An independent outside balloting agency will oversee the tabulation of the election ballots and communicate results as specified by APIC Nominating and Awards Committee policy regarding election procedures as Revised October 2012 iv

34 amended from time to time. Except for candidates for external director positions, in order to be eligible to be elected as a director or as a member of the Nominating and Awards Committee, a candidate must be either a current Active or Lifetime Member of APIC and must have been a member of APIC for the prior two (2) years. No officer or director may hold office in a chapter and in the Association both a local and national office in the Association simultaneously. Section 3.Terms A. The directors shall serve a term of three (3) years or until a successor has assumed office. Directors elected to the Board may not serve consecutive terms in the same capacity. Directors are not eligible for re-election in the same capacity until three (3) years have lapsed following completion of their previous terms. They The terms of directors shall be elected on a rotating basis withstaggered such that no less than four (4) ) and no more than six (6) directors are elected each year. The immediate past President shall serve as a director for one year upon completion of the term of office of President. B. The immediate Past-President shall serve as a director for one year upon completion of the term of office of President. Section 3. Section 4. Duties The Board of Directors shall A. The Board of Directors shall be the governing body of the Association and shall establish association policy for conducting the business and management functions of the Association. ; B. The Board selectsselect and employsemploy a chief staff executive who shall be responsible for managing the day-to-day affairs of the Association.; C. The Board overseesoversee committee activities.; D. The Board authorizesauthorize the official acts of the elected officials and committees.; E. The Board approvesapprove the slate of candidates for the ballot for officer elections. Section 4. Section 5. Meetings A. Meetings shall be held a minimum of twice yearly, at the discretion of the Board. B. Dates, notices, and agenda shall be according to policy set by the Board of Directors. C. A minimum of two (2) days notice shall be required prior to a Board of Directors meeting. D. Two-thirds (2/3) of the Board of Directors shall constitute a quorum. E. Regular meetings of the board shall be held a minimum of twice yearly, at the discretion of the Board. Unless these bylaws state otherwise, dates, notices, and agenda shall be according to policy set by the Board of Directors. Two-thirds (2/3) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The chief staff executive shall be in attendance at all such meetings as an ex-officio non-voting member, but shall not be counted for the purpose of a quorum. The Board of Directors may meet without the chief staff executive. Section 5. Removal6. Notice Annual and regular meetings may be held without notice if the time and place of such meetings are fixed by these bylaws, the Association s Articles of Incorporation, or the Board. Notice of any special meeting of the Board of Directors shall be received by each Director by not less than two (2) days before the time set for such a meeting, and must include the time, date, place and purpose of such meeting. Notice may be waived in writing by those not present prior to the meeting. Section 7. Manner of Acting The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by law or by these bylaws. Section 8. Removal Any Directordirector, regardless of the manner of election or appointment, may be removed by the Board of Directors upon two-thirds (2/3) affirmative vote of the entire Board of Directors then in office whenever, in its judgment, the best interests of the Association would be served thereby. The Directordirector, to be removed, shall be given notice of saidthe meeting, at which a decision for removal is to be made, and shall be given an opportunity to be heard prior to the final decision. Revised October 2012 V

35 Section 6. Action by Writing. 9. Vacancies Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Section 10. Action without Meeting The actionany action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if the action is taken by the unanimous consent of the members of the Board of Directors. The action must be evidenced by one (1) or more consents describing the action taken, in writing, signed by each director, or delivered to the corporationa consent in writing, setting forth the action so taken, is signed by all of the directors entitled to vote with respect to the subject matter thereof. Such consent may be delivered to the Aassociation by electronic transmission, to the address specified by the corporationassociation for the purpose or, if no address has been specified, to the principal office of the corporationassociation, addressed to the secretary or other officer or agent having custody of the records of proceedings of directors, and included in the minutes or filed with the corporate records reflecting the action taken. Section Presence Throughthrough Communications Equipment. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting. ARTICLE IX ELECTIONS Section 1. Elections shall be held annually prior to the beginning of terms of office. Section 2. Voting A. Only Active Members may vote. B. Voting shall be by mail or electronic ballot. C. A majority vote shall elect when there are less than three candidates. D. A plurality vote shall elect when there are three or more candidates. E. Tie votes shall be broken by drawing lots. Section 3. Election Verification An independent outside balloting agency will oversee the tabulation of the election ballots and communicate results as specified by APIC Nominating and Awards Committee policy regarding election procedures as amended from time to time. Section 4. Eligibility of Candidates General Qualifications A. Shall be a current Active or Lifetime Member of APIC, except for external directors. B. Shall have been a member of APIC for the prior two (2) years, except for external directors. C. No officer or director may hold local and national office, in the Association, simultaneously. ARTICLE IX COMMITTEES Section 1. Executive Committee A. ShallThe Executive Committee shall consist of six (6) members of the Board of Directors: the President, the President-elect, the Immediate Past President, the Treasurer, the Secretary and one member elected at the first Board meeting of the year by and from the current Board of Directors. The chief staff executive shall serve as ex-officio non-voting member of the Executive Committee. The Executive Committee shall: A. B. Shall regularly review the performance of the chief staff executive in consultation with the Board of Directors. ; and B. C. Shall make all necessary decisions, between Board of Directors meetings, to insureensure the continuous functioning of the Association. Section 2. Standing and Special Committees Revised October 2012 vi

36 Standing and Special committees are appointed by the Board. The composition, terms, and duties of these committees shall be determined by the Board of Directors. in accordance with these bylaws. Appointments shall be made on a yearbyyear-by -year basis. Section 3. Committee Power Committees shall exercise power as designated by the Board of Directors. Section 43. Audit Committee The composition of the Audit Committee shall be based on best practices of non-profit associationsfor nonprofit organizations as determined by the Board. Section 54. Finance Committee The composition of the Finance Committee shall be based on best practices of non-profit associations. for nonprofit organizations as determined by the Board. Section 65. Nominating and Awards Committee A. Qualifications: To bethe Nominating and Awards Committee shall consist of six (6) members to be elected by the membership for a three-year term on a staggered basis with two (2) members elected each year. In order to be eligible to serve on the Nominating and Awards Committee, an individual must meet those qualifications for a non-external director stated in Article VIII, Section 4. VIII, Section 2. Members of this committee shall not be eligible to run for any office in the Association while serving on the committee. The committee shall be headed by a chairperson appointed by the committee members and approved by the Board of Directors. The committee shall: B. Composition and duties: 1. Shall consist of six (6) members to be elected by the membership for a three-year term on a rotating basis with two (2) members elected each year. 2. Members shall not be eligible to run for any office while serving on the Nominating Committee. 3. Shall be headed by a chairman appointed from the committee members, and approved by the Board of Directors. (i) 4. Shall solicit nominations for awards and elected positions in the Association that are representative of a multidisciplinary international organization. ; (ii) 5. Shall develop procedures for the conduction of elections and submitconsistent with these bylaws, the Association s articles of incorporation, and applicable law and submit such procedures for Board approval. ; (iii) 6. Shall develop and submit a slate of candidates for the APIC ballot to the Board of Directors for approval. ; (iv) 7. Shall notify all nominees of their status regarding their candidacy. ARTICLE X FINANCES Section 1. Fiscal Year The fiscal year of the Association shall be the calendar year or such other period established by the Board of Directors. Section 2. Contracts The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances. Section 4. Checks and Drafts All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, or

37 agent or agents of the Association and in such manner as shall be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer of the Association. Section 5. Deposits All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE XI OFFICIAL PUBLICATION AND EDITORIAL BOARD Section 1. Official Publication A. The official publication of the Association shall be the American Journal of Infection Control. B. All members shall receive the American Journal of Infection Control. Section 2. Editorial Board A. The Editorial Board shall consist of no less than eleven (11) members who shall be recommended by the Editor and approved by the Board of Directors each year. ARTICLE XII LIMITATION OF LIABILITY AND INDEMNIFICATION Section 1. Limitation of Liability NoTo the fullest extent permitted by Massachusetts General Laws Chapter 180, as the same may be amended or supplemented, no officer or director shall be personally liable to the Association or its members for monetary damages for breach of fiduciary duty as an officer or director not withstanding any provision of law imposing such liability, provided however, that this provision shall not eliminate the liability of an officer or director to the extent that such liability is imposed by applicable law, (i) for any breach of the officer's or director's duty of loyalty to the Association or its members, (ii) for acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which there is improper personal benefit. This provision shall not eliminate the liability of an officer or director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any officer or director for or with respect to any acts or omissions of such officer or director occurring prior to such amendment or repeal. Section 2. Indemnification TheTo the fullest extent permitted by the Massachusetts General Laws Chapter 180, as the same may be amended or supplemented, the Association may, in the sole discretion of the Board of Directors, indemnify in whole or in part any person (and his heirs, executors, administrators, or other legal representatives) who is, or shall have been an officer or director of the Association, or any person who is serving or shall have served at the request of the Association against all liabilities and expenses (including judgments, fines, penalties, and attorney's fees and all amounts paid, other than to the Association, in compromise or settlement) reasonably incurred by any such officer, director or person who may be a party defendant or with which he may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been an officer or director of the Association or such other Association, except in relations to matters as to which any such officer, director or person shall be finally adjudged, other than by consent, in such action, suit or proceeding to have been liable for bad faith or misconduct in their performance of his duty as such officer or Revised October 2012 vii

38 director. ARTICLE XIII PARLIAMENTARY AUTHORITY The parliamentary writings of General Henry M. Roberts, Roberts Rules of Order, most recently revised, govern the Association in all cases not covered by these bylaws or, the APIC Articles of Incorporation., or the Massachusetts General Laws Chapter 180. ARTICLE XIIIV AMENDMENTS AmendmentsThese bylaws may be adopted, altered, amended or repealed, and one or more new bylaws may be adopted by both the affirmative vote of a majority of the members of the Board of Directors and the approval of at least two-thirds (2/3) of the membership voting. Prior to either vote, proposed amendments to the bylaws shall be referred to the Policy and Bylaws Committee, if such committee is appointed, for study and necessary revisions. In accord with established procedure, proposed amendments, as presented by the Policy and Bylaws Committee, shall be approved by the Board, and shall be submitted to the membership via mail or electronic ballot and must be approved by two-thirds (2/3) of the membership voting. ARTICLE XIV DISSOLUTION OF THE ASSOCIATION In the event of dissolution of the Association, all assets shall be disposed of in keepingaccordance with Massachusetts General Laws Chapter 180 and consistent with APIC s with its tax-exempt status.

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40 Examiner The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Room 1717, Boston, Massachusetts FEDERAL IDENTIFICATION no. Fee: $15.00 ARTICLES OF AMENDMENT (General Laws, Chapter 180, Section 7) Name Approved We,, *President / *Vice President, and, *Clerk / *Assistant Clerk, of, (Exact name of corporation) located at, (Address of corporation in Massachusetts) do hereby certify that these Articles of Amendment affecting articles numbered: (Number those articles 1, 2, 3, and/or 4 being amended) of the Articles of Organization were duly adopted at a meeting held on 20, by vote of: members, directors, or shareholders**, Being at least two-thirds of its members legally qualified to vote in meetings of the corporation; OR Being at least two-thirds of its directors where there are no members pursuant to General Laws, Chapter 180, Section 3; OR In the case of a corporation having capital stock, by the holders of at least two-thirds of the capital stock having the right to vote therein. C P M R.A. P.C. *Delete the inapplicable words. **Check only one box that applies. Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on one side only of separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet so long as each article requiring each addition is clearly indicated. 180amen 2/29/12

41

42 The foregoing amendment(s) will become effective when these Articles of Amendment are filed in accordance with General Laws, Chapter 180, Section 7 unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date. Later effective date:. SIGNED UNDER THE PENALTIES OF PERJURY, this day of, 20,, *President / *Vice President,, *Clerk / *Assistant Clerk. *Delete the inapplicable words.

43 THE COMMONWEALTH OF MASSACHUSETTS ARTICLES OF AMENDMENT (General Laws, Chapter 180, Section 7) I hereby approve the within Articles of Amendment and, the filing fee in the amount of $ having been paid, said articles are deemed to have been filed with me this day of 20. Effective date: WILLIAM FRANCIS GALVIN Secretary of the Commonwealth TO BE FILLED IN BY CORPORATION Contact information: Telephone: A copy this filing will be available on-line at once the document is filed.

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