2023 Bylaws
DEFINITIONS
American Association for Respiratory Care – hereinafter referred to as the “AARC”.
Board of Directors of the Society – hereinafter referred to as the BoD.
House Delegate(s) and Delegate(s) Elect – hereinafter referred to as the “Delegation”.
National Board for Respiratory Care - hereinafter referred to as the “NBRC”.
Vermont / New Hampshire Society for Respiratory Care – hereinafter referred to as the “Society”.
US Internal Revenue Service – hereinafter referred to as the “IRS”.
ARTICLE I – NAME
The name of this corporation is the Vermont / New Hampshire Society for Respiratory Care.
ARTICLE II – BOUNDARIES
The boundaries of the Society shall be the area included within the geographical boundaries of the
states
of Vermont and New Hampshire.
ARTICLE III – OFFICE
The principal office of the Society shall be a city within the State of Vermont or New Hampshire as
designated by the BoD.
ARTICLE IV – AFFILIATION
The Society shall be an affiliate chapter of the AARC.
ARTICLE V – OBJECT
Section 1: PURPOSE
A. To encourage and develop, on a regional basis, educational programs for those people interested
in the field of Respiratory Care.
B. To advance the science, technology, ethics, and art of Respiratory Care through regional
institutes and programs for those persons interested in the field of Respiratory Care.
C. To facilitate cooperation between Respiratory Care personnel and the medical profession,
hospitals, service companies, industry, and other agencies within the region with an interest in the
provision Respiratory Care.
D. The Society shall not willfully commit any act which constitutes a violation of the By-Laws of the
AARC.
Section 2: INTENT
A. No part of the net earnings of the Society shall inure to the benefit of any private member or
individual, nor shall the corporation perform services for individual members thereof.
B. Distribution of the funds, income, and property of the Society may be made to charitable,
educational, scientific, or religious corporations, organizations, community chests, foundations or
other kindred institutions maintained and created for one or more of the foregoing purposes if at
the time of distribution the payees are then exempt from taxation under provisions of Section 501,
2055, and 2522 of the IRS Code, or any later or other sections of the IRS Code which amend or
supersede the said sections.
ARTICLE VI – MEMBERSHIP
ELIGIBILITY
A. Active Member
An individual is eligible to be an Active Member of the Society if he or she is an Active Member of
the AARC, as specified in Article III, Section 1 (a) of the By-Laws of the AARC and is employed or
lives within the geographic boundaries of the states of Vermont or New Hampshire.
B. Associate Member
An individual is eligible to be an Associate Member of the Society if he or she holds a position
related to respiratory care yet does not meet the requirements to become an Active Member.
Associate Members shall have all the rights and privileges of an Active Member except they shall
not be entitled to hold office, vote, or chair any standing committee of the Society.
C. Special Members
a. Life Member
Life members shall be Active or Associate Members who have rendered outstanding
service to the AARC. Life Membership may be conferred by an affirmative majority vote
of the AARC Board of Directors. Life Members shall enjoy all the rights and privileges of
membership of the Society including the right to hold office, chair committees, and vote.
Life Members shall be exempt from the payment of dues.
b. Honorary Members
Honorary Members shall be persons who have rendered distinguished service to the field
of respiratory care. Honorary Membership may be conferred by an affirmative majority
vote of the AARC Board of Directors and shall enjoy all the rights and privileges of
membership of the Society except the right to hold office, chair committees, and vote.
Honorary Members shall be exempt from the payment of dues.
c. Student (Early Professional) Member
An individual is eligible if he or she is enrolled in an approved training program for initial
credentialing in Respiratory Therapy. A Student (Early Professional) Member shall NOT
be entitled to chair state committees or vote until credentialed by the NBRC, upon which
full privileges of active membership are automatically conveyed. A Student (Early
Professional) Member may only hold an appointed position on the Society BoD.
ARTICLE VII – Board of Directors
Section 1: MAKEUP
The Board of Directors (BoD) shall consist of the President-Elect, President, Immediate Past￾President, Secretary, Treasurer, and the Delegation. The President shall have the authority to
appoint other voting and non-voting members as outlined in the Policies and Procedures.
Section 2: CHAIR
The President shall be the Chair and presiding officer of the BoD.
Section 3: MEETINGS
A. The BoD shall hold at least three meetings during each calendar year which may be held at any
place designated by the BoD as specified in the notice of the meeting.
B. Meetings will be made available for live, virtual attendance.
C. A majority of the voting members present either physically or electronically at a duly called
meeting shall constitute a quorum. In the event of a meeting without a quorum, the Secretary
shall compile a list of minutes and related business items to submit for an electronic vote by the
BoD.
Section 4: TERMS of OFFICE
A. The elected officers of the Society shall be the: President-Elect, President, Immediate Past
President, Secretary, Treasurer, the Delegate(s)-Elect and Delegate(s).
B. The term of President, Secretary and Treasurer shall be for two (2) years each.
C. President-Elect and Immediate Past-President shall be for one (1) year each; the president-elect
shall hold office for the last year of the current President’s term, and the Past-President shall hold
office for the year immediately after their presidency ends.
D. Delegate-Elect and Delegate (2 years, voting)
E. Society BoD Members at Large shall be for two years each with up to 2 positions from VT and
two from NH. (appointed)
F. PACT VT (appointed for two years, non-voting)
G. PACT NH (appointed for two years, non-voting)
H. Chair of the Education Committee shall be appointed annually.
I. Student (Early Professional) members shall be appointed by the President, with the support of
their program’s faculty.
J. All elected officers’ terms begin January 1.
K. The incumbent officers shall remain in office until their respective successors assume office.
L. No officer shall hold concurrent elected offices.
M. No elected officer, having served two (2) consecutive terms, shall succeed themselves in that
office. This shall not apply to appointed positions.
N. All members of the BoD must keep their personal AARC membership current and in good
standing for the duration of their term.
O. All elected and appointed members of the BoD must comply with the AARC Chartered Affiliates
Manual and related policies and procedures, including bonding as appropriate for the position
held.
Section 5: DUTIES of THE BOARD of DIRECTORS
The BoD shall:
A. Supervise all the business and activities of the Society within the limitation of these By-Laws.
B. Adopt and rescind standing rules, regulations, policies and procedures of the Society.
C. After consideration of the budget, determine for the following year the amount, if any, of
membership dues, remunerations, scholarships, and other related matters.
D. Confirm temporary appointments to offices or positions, as appropriate.
E. Confirm the appointment of a Medical Director(s), as appropriate.
F. Perform such other duties as may be necessary or appropriate for the management of the
Society.
Section 6: VACANCIES in OFFICE
A. If the President resigns before the expiration of their term of office, the position shall be
succeeded by the President-elect, who shall serve during the remaining portion of the President’s
term of office and then complete the term that they were elected to serve.
B. In the event of a vacancy in the office of President-elect, the Nominating Committee shall place in
nomination the names of two (2) candidates for the vacant office. One nominee shall be chosen
for the office in a vote by the BoD. In the event of a tie, the current president shall decide the
winner.
C. If a vacancy occurs in any other positions not explicitly listed above; then the President, with
approval of the BoD, shall appoint a substitute to fulfill the duties of that position for the remainder
of the term for that office.
D. In the event of a concurrent vacancy of both the President and President-elect positions, the
Delegate will convene a meeting of the remaining BoD to elect a suitable replacement from the
body of the BoD.
E. Should any member of the BoD fail to fulfill the duties of their position for greater than 3 months,
then the remaining members of the BoD may vote in a replacement for the remainder of the term
for that position.
Section 7: DUTIES of OFFICERS
The President shall:
A. Preside as Chair (with voting rights) over all regular and special meetings, the annual meeting of
the Society membership and all meetings of the BoD. The President shall also appoint Standing
Committee(s).
B. Be an ex-officio member of all committees except as otherwise provided in the By-Laws.
C. Present to the BoD and membership an annual report of the Society.
D. Assure that all officers, committee chairs, and representatives of the Society fulfill their duties.
E. Communicate to the Secretary business items for meeting agendas.
F. Retain the fiduciary responsibility for all the Society activities during their term.
G. Succeed to Immediate Past President upon the completion of their term as President.
H. Perform such other duties as may be assigned by the BoD.
The President-Elect shall:
A. Become Acting President and shall assume the duties of the President in the event of the
President’s absence, resignation, or disability.
B. Succeed to the Presidency when the President’s term ends.
C. Use their term in preparation for the Presidency.
D. Participate as a voting member of the BoD.
E. Perform such other duties as may be assigned by the President or BoD.
The Treasurer shall:
A. Account for the monies of the Society, approve payment of bills and disburse funds under the
direction of the President in accordance with the approved budget.
B. Be responsible for the continuing record of all income and disbursements and submit reports to
the BoD in compliance with BoD Policies and Procedures.
C. Maintain required tax documents in accordance with IRS rules and regulations and assist with
auditing as required.
D. Serve as a member of the Budget Committee.
E. Perform such other duties as may be assigned by the President or BoD.
The Secretary shall:
A. Be responsible for overseeing the documentation of the proceedings of all regularly scheduled
and special meetings of the Society.
B. Shall comply with policies and procedures of the Society.
C. Attest to the signature of the officers of the Society.
D. Prepare and submit such reports as may be required by the AARC.
E. Perform such other duties as may be assigned by the President or BoD.
The Immediate Past President shall:
A. Advise and consult with the President.
B. Perform such other duties as may be assigned by the President or BoD.
The Delegation shall:
A. The Delegate(s) shall be active members, in good standing with the AARC and the Society.
B. Serve as representatives of the Society’s membership to the AARC’s House of Delegates.
C. Attend all meetings of the AARC’s House of Delegates.
D. Attend the Annual business meetings of the Society and the AARC.
E. Be an active communicator between the AARC’s Executive Branch and the Society.
F. Present proposed amendments to the AARC By-Laws to the AARC By-Laws Committee.
G. Present resolutions for consideration to the House of Delegates.
H. Serve as a voting member on the BoD and participate as a member of the Membership
Committee.
I. Report to the Society, the activities of the AARC’s Business and House of Delegate’s Meetings.
The PACT shall:
A. Attend Society BoD meetings.
B. Participate in outreach and represent the Society at AARC sanctioned advocacy events.
C. Perform such other duties as may be assigned by the President or BoD.
The Student (New Professional) Liaison(s) shall:
A. Attend and participate in Society BoD meetings, including the Annual Meeting.
B. Be an active communicator between the Society BoD and their peers at local respiratory care
programs.
C. Perform such other duties as assigned by the President or BoD.
ARTICLE VIII – Nominations and Elections
Section 1: Nomination Committee
The President shall appoint a Nomination Committee each year, to meet after the annual meeting and
before December 1st. Potential nominees for any open positions will be evaluated for fitness to the
position and current membership, and a final ballot will be submitted to the BoD for a vote by the full
membership. If no nomination committee is found, the BoD will serve as the committee.
Section 2: Nominations and Ballots
Annually, the Committee shall place in nomination the names of active members interested in filling any
of the positions listed in Article VII, Section 4 that are or will be vacant for the next term cycle.
A. Only Active members, in good standing, shall be eligible for nomination.
B. Any Active Member admitted to membership up to the day of the ballot shall be entitled to vote.
Those members admitted to membership after the day of the ballot shall be eligible to vote at the
next regular election.
C. The election shall be accomplished by electronic ballot.
D. The results of such election shall be binding upon the Society and each member thereof.
E. The nominee who receives the most votes from voting members is the declared elected officer. A
tie vote shall be decided by a run-off election.
F. Election Results, once inspected, will be posted on the Society website, and other official media
currently in use by the Society.
Section 3: Inspectors of Election
The president shall appoint at least two (2) impartial Inspectors of Election who shall check the eligibility
of each ballot and tally the votes.
No candidate will serve as an Inspector.
Section 4: Ballots
The ballots will be retained with the BoD for three (3) months following the election.
ARTICLE IX – Committees
Section 1: Standing Committees
The members of the following Standing Committee shall be appointed by the President as deemed
necessary, subject to the approval of the BoD.
A. Membership and Public Relations
B. Budget
C. Education
D. By-Laws
E. Elections and Nomination Committee
Section 2: Special Committees and Other Appointments
Special committees may be appointed by the President as needed.
Section 3: Duties of Committee Chairs
A. The President shall appoint the Chair of each committee.
B. Committee Chairs are responsible for the work of their committee and shall communicate the
results of the committee’s work to the BoD.
C. The Chair of each committee shall confer with the committee members on work assignments.
D. The Chair of each committee may recommend prospective committee members to the President.
When possible, the Chair shall have served as a member of the committee the previous year.
E. All committee reports shall be made in writing and submitted to the President and Secretary of
the Society in a timely fashion.
F. Non-members of the Society or physician members may be appointed as consultants to the
committees. The President shall request recommendations for such appointments from the
Medical Advisor(s).
G. Each committee Chair requiring operating expenses shall submit a budget for the next fiscal year
to the Budget and Audit Committee.
ARTICLE X – Composition and Duties of Committees
Section 1: Membership and Public Relations
A. This Committee shall consist of at least two members, appointed by the President.
B. This Committee shall coordinate efforts to increase and retain membership.
C. This Committee shall remain aware of the membership benefits of the AARC.
D. This Committee shall concern itself with the publication of the Society Newsletter and all other
publications of the Society disseminated to the public, hospitals, and other organizations
concerning the practice of Respiratory Care.
E. The Committee shall maintain such liaison as has been established by the BoD with other
organizations whose activities may be of interest to the members of the Society. This may include
the preparation of exhibits, programs, and other items to bring the message of Respiratory Care
and the AARC to medical, nursing, hospital, and public groups as well as educational institutions
where such material can be expected to aid in the recruiting new people to the field of Respiratory
Care.
Section 2: Budget and Audit Committee
A. This Committee shall be composed of the BoD or their designee(s).
B. This Committee will propose an annual budget for submission to the BoD for approval.
C. This committee shall perform an annual audit.
Section 3: Program and Education Committee
A. This Committee shall consist of at least three (3) members, appointed by the President.
B. This committee shall concern itself with continuing education programs, scholarships, and special
education projects as directed by the President.
C. The Committee shall approve and grant Continuing Education Units for educational programs
within the boundaries of the Society using criteria approved by the BoD.
Section 4: By-Laws Committee
A. This Committee shall consist of three (3) members, appointed by the President.
B. The Committee shall receive and prepare all amendments to the Society By-Laws for submission
to the BoD. The Committee may also initiate such amendments for submission to present to the
BoD for approval and submission to the AARC By-Laws committee for review and approval
according to AARC’s scheduling guidelines.
Section 5: Elections and Nominations Committee
A. The Committee shall consist of at least three (3) members, appointed by the President.
B. The Committee shall perform a critical appraisal of candidates for open positions.
C. The Committee shall ascertain that the nominations are in the best interests of the Society and
the AARC through consideration of personal qualifications and geographical representation as
applicable.
D. This Committee shall prepare, receive, verify, and count ballots for all elections held during the
calendar year.
ARTICLE XI – Fiscal Year
The fiscal year of the Society shall be from January 1, through December 31 of each calendar year.
ARTICLE XII – Ethics
A. If the conduct of any Society member shall appear, by report of the Society or the AARC Judicial
Committee, to be in willful violation of the By-Laws or standing rules of the Society or the AARC,
or prejudicial to Society interests as defined in the AARC Code of Ethics, the BoD may, by a two￾thirds vote, suspend, or expel such member.
B. A motion to reconsider the suspension or expulsion of any member may be made at the next
regular meeting of the BoD.
C. All such suspension or expulsion actions shall be reported immediately to the AARC Judicial
Committee.
ARTICLE XIII – Parliamentary Procedures
Questions of parliamentary procedure shall be settled according to Robert’s Rule of Order, Newly
Revised, whenever they are not in conflict with the Articles and/or By-Laws of the Society or the AARC,
the Society Articles of Incorporation and/or the By-Laws of the Society.
ARTICLE XIV – By-Law Amendments
Section 1: Amendments
A. All proposed amendments to the By-Laws shall be voted on by the BoD and if approved be
referred to the AARC for their review and approval.
B. After approval by the AARC the proposed amendments will then be published, and electronically
submitted to the membership for a vote. Ballots must be completed within the time limits specified
for each vote, but in no case will the time limit exceed 60 days. To pass, all Amendment(s)
require a 2/3 vote in favor for adoption from those voting.
C. Amendments to the By-Laws may be voted on at any regular or duly called meeting of the
Society.
Section 2: Conflict with By-Laws of the AARC
Notwithstanding the provisions of ARTICLE XIV Section I of this article, these By-Laws may be amended
by the BoD at any time they are found to conflict with the By-Laws of the AARC when a correction for
conformity is deemed to be in the best interest of the Society by the BoD.