CALIFORNIA CHAPTER OF THE INTERNATIONAL ASSOCIATION
OF REHABILITATION PROFESSIONALS
BYLAWS
ARTICLE I
NAME
I.I. The name of this organization shall be
the California Chapter (hereinafter Chapter) of the International
Association of Rehabilitation Professionals (hereinafter IARP).
ARTICLE II
PURPOSE
2.1. Mission, Goals The Chapter endorses
the Mission and Goals of IARP which are to promote effective
interdisciplinary rehabilitation, disability management, and
return-to-work services on behalf of persons with disabilities and the
economically disadvantaged; enhance the competency of service providers;
support innovation in related business development and management; and
to develop partnership with those rehabilitation organizations working
on resolutions of public policy that affects rehabilitation. To pursue
this purpose, the Chapter will work in concert with IARP to strive to
achieve the following goals.
2.1.1. Maintain an organizational structure that addresses
member issues and expectations while reflecting and promoting the
highest level of volunteer and staff competency.
2.1.2. Promote high standards of training and practice
through the development of innovative continuing education and career
enhancement opportunities.
2.1.3. Foster high standards of ethical conduct throughout
the rehabilitation profession and encourage superior standards of
professional performance.
2.1.4. Monitor and influence federal/state government and industry policies that affect the practice of rehabilitation.
2.1.5. Encourage member networking with the goal of
understanding issues and trends affecting the profession and competency
of all members.
2.1.6. Enhance recognition of medical management and
vocational case management as efficient, effective sources of
rehabilitation services.
2.1.7. Promote rehabilitation research: Collect, interpret,
and disseminate outcome information on effective rehabilitation
practices and on changing social, economic, governmental, and
technological conditions affecting the profession.
2.1.8. Maintain cooperative relationships and activities with allied organizations in pursuit of the Association's mission.
ARTICLE III
MEMBERSHIP
3.1. Eligibility Any individual having an
interest in the provision of rehabilitation services and willing to
comply with the Chapter Bylaws and the IARP Standards and Ethics in
effect at the time is eligible to be a member of IARP and the Chapter.
Any person that is no longer a member of IARP will be dropped from
Chapter membership.
3.2. Categories Membership in IARP and
the Chapter shall be divided into the following categories: Individual
Professional, Student, and Associate.
3.2.1. Individual Professional is available to any individual meeting any of the following requirements:
3.2.1. 1. Holder of a master's or doctorate degree
(a) in vocational evaluation, rehabilitation, career counseling,
nursing, psychology or a related vocational or health service program
("Rehabilitation Program") from an accredited institution, plus one year
of experience in vocational, physical, or psychological rehabilitation
("Rehabilitation Services") with individuals who have disabling diseases
or conditions; or (b) unrelated to a Rehabilitation Program from an
accredited institution, plus five years of experience in Rehabilitation
Services, including at least one year in the rehabilitation of disabling
conditions or diseases; or (c) unrelated to a Rehabilitation Program
from an accredited institution, plus five years of experience in the
rehabilitation of disabling conditions or diseases;
3.2.1.2. Holder of a baccalaureate degree (a) in a
Rehabilitation Program or in an allied health field from an accredited
institution, plus two years in Rehabilitation Services, including at
least one year in the rehabilitation of disabling conditions or
diseases; or (b) unrelated to a Rehabilitation Program from an
accredited institution, plus five years of experience in the
rehabilitation of disabling conditions or diseases; or
3.2.1.3. Holder of a diploma in nursing from an
accredited institution, plus a current R.N. license, and three years of
experience in Rehabilitation Services, including at least one year in
the rehabilitation of disabling conditions or diseases;
3.2.3. Student is available to any
individual currently enrolled in a full-time rehabilitation program or
in an allied health field in an accredited institution.
3.2.4 Associate is available to any individual having an interest in the delivery of
rehabilitation service.
3.3. Dues Each member shall be obligated
to annually pay IARP dues in an amount, which may vary with respect to
each category of membership and the Chapter dues, as determined by the
IARP and Chapter Boards of Directors from time to time. Any member who
has failed to pay the applicable dues for a period of thirty (30) days
after the date of expiration of their membership term shall be
terminated from membership.
3.4. Voting
3.4.1. Each Individual Professional member of IARP and the
Chapter shall be entitled to one vote on any matter submitted to a vote
of members. Student, and Associate members shall not have voting
rights.
3.4.2. Any Individual Professional member who has failed to
pay the applicable dues at the time of any meeting of chapter members or
the date by which ballots are mailed by the Chapter shall not be
entitled to vote. Unless applicable law requires otherwise, any action
approved by the affirmative vote of a majority of the members entitled
to vote at a meeting at which a quorum is present shall be the acts of
the members. Proxy voting shall not be permitted.
3.4.3. All matters, other than the election of Directors and
Officers, to be submitted to Chapter members for a vote at a meeting of
members may be acted upon by written ballot sent by mail, in person at
such meeting, or by written ballot sent by mail and in person, as
determined by the Chapter Board of Directors.
3.5 Meetings The Annual Meeting of
members of the Chapter for the purpose of electing the Directors and
Officers of the Chapter, receiving reports from officers and committees,
and conducting such other business as may arise, shall be on a date and
at a place determined by the Chapter Board of Directors. Special
meetings of members may be called at any time by at least one-third of
the Chapter Board of Directors or by written request of at least ten
(10) members. Meetings of members may be held at any place within or
without the state of California.
3.6. Notice Written notice of the time and place of the Chapter Annual Meeting of members
shall be mailed at least fourteen (14) days in advance of the
meeting, and of special meetings of members at least 10 days in advance
but not more than fourteen (14) days after receipt of appropriate
written request. The notice of all special meetings of members shall
state the general nature of the business to be transacted. Any written
notice shall be delivered personally, by mail or by publication in the
Chapter's newsletter or other journal distributed to Chapter members
generally. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to a
member at such member's most recent address according to the records of
IARP.
3.7. Quorum 51% members entitled to vote who
are present, in person or by written ballot, at any meeting of members
shall constitute a quorum for the transaction of business at any meeting
of members, unless a greater proportion is required by applicable law,
by the Articles of Incorporation or by these Bylaws.
3.8 Removal Any member who fails to comply
with the IARP Standards and Ethics, in effect at the time, may be
removed from membership as provided in the Policies and Procedures of
the Standards Compliance Review Board, as adopted by the IARP Board of
Directors.
ARTICLE IV
CHAPTER BOARD OF DIRECTORS
4.1 Number, Qualifications
4.1.1. The business and affairs of the Chapter shall be
managed under the direction of the Chapter Board of Directors (sometimes
referred to as the "Board" and individual members thereof referred to
as "Director" or "Directors. The Board shall consist of the individuals
then serving as the President, the President-Elect, the Secretary, the
Treasurer, and the Immediate Past President (collectively “Ex-Officio
Directors”) plus, ANY individuals serving as Representatives. The
Chapter Board of Directors may from time to time add representatives,
provided that at no time shall the number of Directors be in excess of
4.
4.1.2. To be eligible for election as a Director, an
individual must be an Individual Professional member. No individual may
hold more than one Directorship at any time.
4.2 Election and Term All Directors shall commence their terms of office on May 1.
4.2.1. Each Ex-Officio Director shall serve as a Director by
virtue of the office he or she holds. All Ex-Officio Directors shall
serve until they no longer hold their respective offices.
4.2.2. The President-Elect, Secretary and Treasurer shall
be elected by the members for such terms as provided in Section 5.1 of
these Bylaws.
4.2.3. Other Directors shall be elected by vote of the members and shall serve for terms of one year or until their successors are elected.
4.2.4. The President-Elect shall serve in that office for one year, and shall
automatically assume the office of President in the subsequent
year. At the end of his/her one year term, each President shall
automatically remain on the Board of Directors for a one year term as
Immediate Past President. The Secretary, Treasurer, and Directors shall
serve for one year or until their successors are elected and assume
office.
4.2.5 In order to run for the position of President-Elect, the candidate must be a current
member of IARP or be active in board activities for at least one year.
4.2.6 Effective date. Except as stated below, the requirements described above in this
Section 4.2. shall become effective May 1, 2003.
4.3 Vacancies All vacancies
on the Chapter Board of Directors shall be filled by appointment by the
President subject to approval by the Chapter Board of Directors.
4.4 Meetings Regular meetings of the Chapter Board of Directors shall be held at
least twice a year at such time and place as the President
shall determine. Special meetings of the Board may be called at any
time by the President or not less than one-third of all Directors.
Meetings of the Board of Directors may be held at any location within or
without the state of California . Any Director may participate in any
meeting of the Board by means of conference telephone or similar
communications equipment by means of which all persons participating in
the meeting can hear each other. Participation in a meeting pursuant to
this provision shall constitute presence in person at the meeting.
4.5. Notice Written notice of the time
and place of all regular meetings of the Board of Directors shall be
delivered to each Director at least fourteen (14) days prior to the date
of such meeting and in the case of special meetings, at least seven (7)
days prior to the date of such meeting (unless a longer period of
notice is required by applicable law, by the Articles of Incorporation
or by these Bylaws). In the case of special meetings, the notice shall
state the general nature of the business to be transacted. Written
notice shall be delivered personally, by mail, by facsimile transmission
or by telephone. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid,
addressed to the designated Director at such Director's most recent
address listed in the records of the Chapter. If by facsimile
transmission, such notice shall be deemed to be delivered when
transmitted to the designated Director at such Director's most recent
facsimile telephone number listed in the records of the Chapter. If
notice is given by telephone, it shall be deemed delivered when the
Director who is contacted has been spoken with directly and a copy of
the written notice is mailed with confirmation of such telephone
conversation.
4.6. Quorum A majority of the Directors
then in office shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors unless a greater proportion is
required by applicable law or by these Bylaws.
4.7. Voting Each Director shall be
entitled to one vote on any matter submitted to a vote of the Board of
Directors. The acts approved by the affirmative vote of a majority of
the Directors present at a meeting at which a quorum is present shall be
the acts of the Board of Directors unless a greater proportion of
affirmative votes is required by applicable law or by these Bylaws. Any
action that may be taken at a meeting of the Directors may be taken
without a meeting if a consent or consents in writing setting forth the
action so taken shall be signed by all the Directors in office and shall
be filed with the Secretary of the Chapter.
4.8 Conflict of Interest
4.8.1. Possible conflict of interest on the part of a
Director shall be disclosed to the Board of Directors and made a matter
of record.
4.8.2. Any Director having any possible conflict of interest
on a matter shall not vote on such matter. Such Director may, however,
be counted in determining a quorum for the meeting at which the matter
is voted upon and may state a position on such matter and provide
information that may be of value to the Board in its deliberations.
4.9. Removal Any Director may be removed
for cause, which may include, but is not limited to, failure to attend
or participate in three (3) consecutive regular meetings of the Board.
Removal shall require the affirmative vote of at least two thirds of the
remaining Directors.
4.10. Limitation of Liability A Director of
the Corporation shall not be personally liable, as such, for monetary
damages (including, without limitation, any judgment, amount paid in
settlement, penalty, punitive damages or expense of any nature
including, without limitation, attorneys' fees and disbursements) for
any action taken, or any failure to take any action, unless:
4.10.1. The Director has breached or failed to perform the
duties of his or her office under the Articles of Incorporation or
Bylaws of this Corporation or under applicable state law.
4.10.2. The breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
These provisions shall not apply to the responsibility or
liability of a Director pursuant to any criminal statute, or the
liability of a Director for the payment of taxes pursuant to local,
state or federal law.
ARTICLE V
OFFICERS
5.1. Officers Generally; Election The officers of the Chapter shall be a President, a President-Elect, a Secretary, and a Treasurer. Only
Individual Professional members may serve as officers of the Chapter.
In addition to the powers and duties set forth in these Bylaws, each
officer shall have such powers and duties as are usually related to such
office and as the Board may determine by resolution. The President and
President-Elect shall each hold office for a term of one year or until
their successors are elected and have qualified, provided that the
President-Elect shall automatically become President on May 1. The
Secretary and Treasurer each shall hold office for a term of one year or
until his or her successor is elected and has qualified. The Secretary
shall be elected in even-numbered years and the Treasurer shall be
elected in odd-numbered years. No more than one office may be held at
one time by the same individual.
5.2. President The President shall be the
chief executive officer of the Chapter and shall preside at all
meetings of the Board of Directors and the Executive Committee and shall
perform such other duties as may be assigned by the Board.
5.3. President-Elect The President-Elect
shall perform such duties as may be assigned by the Board of Directors
or the President. In the event of a vacancy in the office of President
because of death, resignation or removal, or during the President's
absence or disability, incapacity or refusal to act, as determined by a
vote of at least two-thirds of the Board of Directors, the
President-Elect shall perform the duties of the President.
5.4. Secretary The Secretary shall keep
the minutes of all meetings of the Board of Directors, the Executive
Committee and members; shall have charge and custody of the seal and
records of the Board; and shall be responsible for the dissemination of
all information pertinent to the ongoing operation of the Chapter and
shall assign duties necessary to achieve the dissemination of this
information.
5.5. Treasurer The Treasurer shall have
charge and custody of all funds of the Chapter, shall maintain an
accurate accounting system and shall present financial reports,
including financial statements, annual budgets and annual audits, to the
Board of Directors and IARP in such manner and form as the Chapter
Board and the IARP Board may from time to time determine.
ARTICLE VI
COMMITTEES
6.1. Committees in General.
6.1.1. Standing Committees. The Board may,
by resolution, establish such standing committees of the Board (and,
except as otherwise provided in these Bylaws, in each case appoint the
members and the chairperson thereof based on the recommendations of the
President) as it deems necessary or desirable ("standing committees"),
including, without limitation, the Executive Committee and the
Nominations and Elections Committee, each as described below. All
standing committees, except the Executive Committee, shall include at
least one Director. The Executive Committee shall be comprised of
Directors only. The Board may delegate such authority to a standing
committee as it deems appropriate and is not prohibited by applicable
law. All standing committees, except the Executive Committee and the
Nominations and Elections Committee, and their members shall serve at
the discretion of the Board.
6.1.2. Special Committees. The Board may, by
resolution, establish one or more special committees to advise the
Board or the President in the performance of their duties ("special
committees"). No special committee may have or exercise any authority
of the Board to manage the business and affairs of the Chapter. The
chairperson of a special committee shall be appointed by the President
subject to Board approval. The members of a special committee shall be
appointed by the chairperson of the committee. All special committees
and their members shall serve at the discretion of the Board.
6.1.3. Term Each member of a standing or
special committee shall continue as such until the first regular meeting
of the Board after the Annual Meeting of Members and
6.3. Nominations and Elections Committee
6.3.1. The Nominations and Elections Committee shall be
appointed annually by the President subject to approval by the Board of
Directors. No more than two members of the committee may be past presidents of the Chapter.
6.3.2. Each year the Nominations and Elections Committee
shall nominate candidates for officers and Directors of the Chapter for
election by the members entitled to vote. The committee shall extend in
writing to the membership a call for suggested nominations no less than
twenty-one (21) days prior to its meeting to select nominees.
6.3.3. The committee may conduct the annual election of
Directors at the annual meeting of members. or by mail ballot as
described in Section 3.4.3. The committee shall report the results of the election at the Annual Meeting of members.
ARTICLE VII
STANDARDS COMPLIANCE REVIEW BOARD
7.1 Standards Compliance. The Chapter and its members shall adhere to and be bound by the professional Standards and Ethics as approved by the IARP Board of Directors from time to time, and shall follow the prescribed process for referring complaints to the IARP Standards Compliance Review Board.
ARTICLE VIII
INDEMNIFICATION
8.1. Right to Indemnification The
Chapter shall indemnify any person who was or is a party or threatened
to be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that such person: (a) is or was a Director,
employee or officer of the Chapter; or (b) is or was a trustee, officer
or the employee or agent of the Chapter serving at its request as an
administrator, trustee or other fiduciary of any of the Chapter's
employee benefit plans, against expenses (including, under Section 8.2,
expenses of separate counsel if such separate representation is
necessary), judgments, fines, excise taxes and amounts paid in
settlement actually and reasonably incurred by such person in connection
with such action, suit or proceeding whether or not the indemnified
liability arises or arose from any threatened, pending or completed
action by or in the right of the Chapter, to the extent that such person
is not insured or otherwise indemnified and except as prohibited by
statute. For this purpose and for the purposes of Section 8.2 below,
the Board may, and on request of any such person shall be required to,
determine in each case whether or not any applicable statutory standards
have been met, or such determination shall be made by independent legal
counsel if the Board so directs or if the Board is not empowered by the
statute to make such determination.
8.2 Advance of Expenses incurred by
such person in defending any such action, suit or proceeding may be paid
by the Chapter in advance of the final disposition of such action, suit
or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that
such person is not entitled to be indemnified by the Chapter.
8.3. Indemnification Not Exclusive The
foregoing indemnification shall not be deemed exclusive of any other
right to which one indemnified may be entitled, and shall inure to the
benefit of the heirs, executors and administrators of any such person.
8.4 Insurance and Other Indemnification The
Chapter Board of Directors shall have the power (a) to purchase and
maintain, at the Chapter's expense, insurance on behalf of the Chapter
and on behalf of others to the extent that power to do so has been or
may be granted by statute, and (b) to give other indemnification to the
extent not prohibited by law.
ARTICLE IX
AMENDMENTS
9.1. Amendments
Upon the recommendation of a majority vote of the entire Chapter Board
of Directors then in office, a majority of the members of the Chapter
present and entitled to vote at any meeting of members may amend, alter,
repeal or adopt new Bylaws, provided that notice of any proposed
amendment or a summary thereof shall have been given to each Director or
member not less than thirty (30) days prior to the date of the meeting,
and that the proposed amendment, before becoming effective, has been
approved by the IARP Board of Directors.