ARTICLE I
Name
The name of this association shall be the Southeastern Association of Advisors for the Health Professions (“SAAHP”). SAAHP is affiliated with the National Association of Advisors for the Health Professions (“NAAHP”). NAAHP and SAAHP are independent organizations with unaffiliated governance.
ARTICLE II
Membership
SECTION 1 Membership. Membership is limited to individuals involved in the preparation of students for further study in a health-related profession. Membership may only be granted to an individual, not an institution.
SECTION 2. Membership Categories. Membership categories in SAAHP include Advisor Members, Community College Advisor Members, Emeritus Members, Affiliate Members, and other types of members as the Board of Directors may from time to time establish.
i. Advisor Member. An individual who advises in whole, or in part, for the health professions and is employed by an accredited college or university may become an Advisor Member of the association. An Advisor Member may not be serving in a position that determines policy and decisions related to admissions and or acceptance to a graduate health professional program.
ii. Community College Advisor Member. An individual who advises in whole, or in part, for the health professions and is employed by an accredited two-year college may become a Community College Advisor Member of the association.
iii. Emeritus Member. An individual who has retired from health professions advising and who has been an Advisor Member, or Community College Advisor for at least five years before retirement may become an Emeritus Member. An emeritus member who returns to advising for a college or university is no longer eligible for emeritus status and will return to advisor member status. Members who begin advising either independently or with a company or business that is “for profit” are not eligible for emeritus status.
iv. Affiliate Member. An affiliate member is an educator/advisor at a high school or an employee of a government agency who does not work for a degree-granting institution or an individual who works for a non-profit organization related to health professions careers.
SECTION 3. Annual Business Meeting. An annual business meeting of the membership shall be held once a year, traditionally during the biennial meeting of the Association or, during alternate years, during the NAAHP conference. Members shall be given at least 30-days notice of this meeting.
SECTION 4. Special Meetings. Special meetings of the membership may be called by a majority of the Board of Directors. Notice of any special meeting of the membership shall be given at least ten business days previously thereto by written notice delivered personally or sent by mail or email to each member at his or her address as shown by the records of the association.
SECTION 5. Quorum/Voting. All members in good standing with active dues payment have voting rights. There shall be no proxy voting or telephonic/virtual attendance unless approved by a special resolution of the Board of Directors. A minimum of one-third of the eligible membership at the time of the meeting constitutes a quorum. Membership decisions will be determined by a majority of those present and eligible to vote.
SECTION 6. Termination of Membership. The membership and participation of any member may be suspended or terminated as prescribed by the Board of Directors.
SECTION 7. Resignation. Resignation from the Association shall not relieve the member so resigning of any outstanding obligations to the Association.
ARTICLE III
Dues & Finances
SECTION 1. Dues.
I. Annual dues.
a. Advisor Member. $35 per year.
b. Community College Member. 20% of the Community College Membership rate, as dictated by NAAHP.
c. Emeritus Member. $0 per year.
d. Affiliate Advisor Member. 20% of the Affiliate Advisor Member Membership rate, as dictated by NAAHP.
II. Dues payment. Members shall pay national (NAAHP) and regional (SAAHP) dues directly to NAAHP. NAAHP will be responsible for distributing the SAAHP allocations quarterly.
III. Dues payment date. Dues shall be payable by the NAAHP membership renewal deadline, set by the NAAHP Executive Council annually.
SECTION 2. Budget.
i. Fiscal year. The association shall use the fiscal year of July 1 through June 30 for filing annual tax forms.
ii. Budget Approval. The annual budget shall be subject to approval by the Board of Directors no later than May 15, prior to the annual meeting.
iii. Audit. An audit of the Association books and accounts by a committee of two appointed by the President shall be completed and presented to the Board of Directors at the annual meeting. When deemed appropriate the President or Executive Committee may employ an independent professional auditing firm.
ARTICLE IV
Board of Directors
SECTION 1. General Powers. The affairs of the association shall be managed by or under the direction of the Board of Directors.
SECTION 2. Membership. The Board of Directors is comprised of the President, Vice President, Immediate Past President, Secretary, Treasurer, Assistant Treasurer, Historian/Webmaster*, Parliamentarian*, NAAHP Representative, and six Members-at-Large. Positions indicated with a (*) are appointed by the Executive Committee. In accordance with NAAHP By-Laws, two representatives shall serve as directors of NAAHP. One representative is the SAAHP President. The second representative is elected by the membership to serve a two-year term.
SECTION 3. Term Limits. With the exception of Officers and the NAAHP representative, all directors shall be elected or appointed to serve a three-year term. Director terms shall be staggered so that approximately half the number of directors will end their term in any given year. Directors may be elected or appointed to serve additional terms in succession. Directors, including Officers, are limited to a maximum of twelve years of continuous Board service. Directors may only be elected or appointed to the same position they currently serve a maximum of one additional time.
SECTION 4. Qualifications. In order to be eligible to serve as a director, the individual must be a member of the association for a minimum of two years prior to a term limit start.
SECTION 5. Elections. The Board of Directors will be elected by the membership at the annual meeting via a slate provided by the Nominating Committee.
- The Nominating Committee shall solicit nominations from the membership and accept nominations for pending vacancies prior to the annual meeting.
- The Nominating Committee will submit one or more nominations for each pending vacancy and successive positions to the SAAHP membership at its annual meeting. Nominations for non-successive positions may be made from the floor. The secretary must certify whether the nominee is eligible for election to the office.
- A printed or electronic ballot containing all nominees shall be made available to the voting-eligible members in attendance at the annual meeting.
SECTION 6. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the Executive Committee. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
SECTION 7. Voting Rights. All Board of Directors, except those appointed by the Executive Committee, have full voting rights during Board of Director Meetings.
SECTION 8. Regular Meetings. Regular meetings of the Board of Directors shall be held annually as outlined by the executive committee, but not less than four meetings a year. For those years in which a biennial meeting of Association members takes place, a Board of Directors meeting shall take place during the conference, without other notice than this bylaw at the same place as the biennial meeting of Association members. Board members shall be given at least 30-days notice of all meetings outside of the meeting held during the biennial conference. The Board of Directors may provide by resolution the time and place for the holding of additional regular meetings of directors without other notice than such resolution.
SECTION 9. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. Notice of any special meeting of the Board of Directors shall be given at least five business days previously thereto by written notice delivered personally or sent by mail or email to each director at his or her address as shown by the records of the association. No special meeting of directors may remove a Director unless written notice of the proposed removal is delivered to all Directors at least twenty (20) days prior to the meeting.
SECTION 10. Quorum/Voting. Two-thirds of the voting members of the Board of Directors represented either in person or by telephonic or electronic means shall constitute a quorum. If a quorum is not present at a meeting of directors, a majority of the Board of Directors present may adjourn the meeting to another time without further notice. Decisions shall be by vote of a majority of those Board of Directors present and eligible to vote.
SECTION 11. Telephonic and Virtual Conference Meetings. Directors may participate in an action at any meeting through the use of conference telephones or other electronic communication equipment by means of which all persons participating in the meeting are able to communicate with each other. Participation in such a meeting shall constitute attendance and presence in person.
SECTION 12. Compensation. Directors and officers shall not receive compensation for their services as directors or officers, unless otherwise approved by resolution of the Executive Committee.
SECTION 13. Removal. Directors may be removed with or without cause by a vote of 2/3 of the Board of Directors. The Executive Committee is empowered to excuse directors immediately in cases of financial impropriety related to the association, incapacitation, or absences from meetings in excess of three Board meetings in a twelve-month period.
SECTION 14. Conflict of Interest. A conflict of interest may exist where a Director is directly or indirectly a party to a transaction, if the other party to the transaction is an entity in which the Director has material financial interest or of which the Director is an officer, director or general partner. Where a possible conflict of interest exists relative to any matter presented to the Board of Directors for consideration, the Director thereby affected shall ensure that the material facts of the transaction are known or disclosed to the Directors, committee members or members who authorize, approve or ratify the transaction.
ARTICLE V
Officers
SECTION 1. Officers. The officers of the association shall be the President, Vice President, Immediate Past President, Secretary, Treasurer, Assistant Treasurer, and Historian. The Board of Directors may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
SECTION 2. Term of Office. The offices of Vice President, President, and Immediate Past President are successive. The Treasurer, Secretary, and Historian will preside for a minimum two-year term. The Executive Committee may elect to extend the Treasurer, Historian, and Secretary's term to a maximum of a four-year consecutive term. The term of the Assistant Treasurer is successive to the Treasurer.
SECTION 3. Election. All officers are elected by the membership as outlined in Article IV.
SECTION 4. Vacancies. In the event of a vacancy in the office of President, the Vice President shall succeed to the office of President for the unexpired term. If a vacancy occurs in the office of vice President, Secretary, Treasurer, or Historian, the remaining Executive Committee members shall fill such vacancy for the unexpired term. A vacancy may be due to death, resignation, removal, disqualification or otherwise.
SECTION 5. President. The President shall be the principal executive officer of the Association and shall, in general, supervise and control all the business and affairs of the Association. The President shall preside at all meetings of the Executive Committee. The President shall make such reports, recommendations, and suggestions to the Executive Committee as in his/her judgment will be for the benefit of the business of the Association. Any deeds, mortgage, contracts, or other instruments which the signing and execution thereof shall be expressly delegated by the Executive Committee, shall be signed by the President unless the Executive Committee expressly assigns to some other officers or agents of the association, or are required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Executive Committee from time to time. In accordance to NAAHP By-Laws, the President shall serve as a director of NAAHP. In the event that the President is unable to serve as a representative to NAAHP, the Vice-President or Immediate Past President will be selected to serve.
SECTION 6. Vice President. In the absence of the President, or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President. When so acting the Vice President shall have all the powers of and by subject to all the restrictions on the President. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the President and by the Executive Committee.
SECTION 7. Treasurer. The treasurer shall have charge and custody of and be responsible for all funds and securities of the Association and perform all duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the President and by the Executive Committee.
SECTION 8. Secretary. The secretary shall take the minutes of the meetings of the Executive Council and of the annual meetings, be custodian of the Corporate Seal and the records of the Association, and in general, perform all duties incident to the office of secretary and other duties as may be assigned to him or her by the President and by the Executive Committee.
SECTION 9. Assistant Treasurer. The assistant treasurer performs any of the functions of the Treasurer under the supervision of the Treasurer. If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.
SECTION 10. Immediate Past President. The duties of the Immediate Past President are to serve in place of the President at the request of the President or Vice President or in the absence of both and to perform any duties requested by the President. The immediate past president also leads the nominating committee and oversees the yearly elections process.
SECTION 11. Historian. The historian shall be responsible for maintaining the association website including updates for information as well as for biennial meetings. In the role of historian, they shall serve as an archival resource to compliment, but not duplicate, the duties of the Secretary and, in general, perform duties incident to the office of Historian and other duties which may be assigned by the President and by the Executive Committee.
ARTICLE VI
Committees
SECTION 1. Committee Appointment and Discharge. The President or the Board of Directors, by resolution adopted by a majority of the directors in office, may create one or more ad hoc or standing committees, and appoint directors or non-directors to serve on those committees. Each committee shall have two or more directors, a majority of its membership shall be directors, and all committee members shall serve at the pleasure of the Board. Committee members are limited to a maximum of six years of continuous committee service, unless dictated by their role on the Board of Directors. Committee Chairs are limited to a maximum of two years of service in a Chair position, unless otherwise stated in these bylaws or granted an exception by the Executive Committee.
SECTION 2. Standing Committees
- Executive Committee. The Executive Committee shall consist of the President, Immediate Past President, Vice President, Secretary, and Treasurer. The Assistant Treasurer shall be an ex-officio member of the Executive Committee. The Executive Committee shall exercise all the duties and responsibilities of the Board of Directors between meetings of the Board of Directors. This committee is also responsible for ensuring board effectiveness and maximum participation and performance; to ensure board policies are being observed; to maintain board governing documents, including but not limited to policy and procedure manuals, by-laws, and performance review documents; to implement board development and growth opportunities throughout the year; and other duties pertinent to the success of the association.
- Nominating Committee. The Nominating Committee shall consist of the President, Vice President, and Immediate Past President. The Immediate Past President will serve as Chair. The Nominating Committee will develop a roster of officer nominees for the Board of Directors’ consideration and submission as a slate to the membership. This roster will be available one month prior to the elections of officers.
- Finance Committee. The Finance Committee shall consist of the President, Vice President, Treasurer, and Assistant Treasurer. The Finance Committee will be chaired by the Treasurer. The Finance Committee shall recommend a budget for the association. The Finance Committee will prepare a fiscal year audit to be presented to the membership at the annual meeting.
- Committee on Diversity, Equity, Inclusion, and Justice. The committee on Diversity, Equity, Inclusion, and Justice shall work to 1) enhance competency/awareness of SAAHP members through educational and/or professional development experiences by building collaborative partnerships with other CDEIJ communities and organizations, 2) ensure adequate content at NAAHP and SAAHP meetings in the areas of diversity, equity, inclusion and justice by including committee members to be on the regional program planning committee and collaborating with other SAAHP committees, 3) encourage inclusive membership in SAAHP and its leadership of advisors from institutions with large populations of underrepresented populations such as HBCU, community colleges, and other minority serving institutions, and 4) create a climate for diversity, inclusion and excellence to attain the best health professions advising service to our respective institutions, colleagues and students by promoting equitable treatment and elimination of bias and social disparities within SAAHP and its stakeholders. Membership should include four or more members and may be nominated by the co-chairs and confirmed by the SAAHP Executive Council. The SAAHP Executive Council will appoint co-chairs. Appointments will be made on alternative terms of no more than two years to ensure continuity of the committee.
- Conference Planning Committee. The SAAHP Conference Planning Committee is charged with planning, developing, coordinating and helping to implement the biennial SAAHP meeting. The meeting must have a program that involves a wide variety of health professions careers of interest to the SAAHP members. Membership consists of four or more from the SAAHP membership, representing a diverse geographical distribution representative of SAAHP. Membership will be solicited by the Chair and confirmed by the SAAHP Executive Council. Term of membership is for the two years leading up to the meeting. The Vice-President will consecutively serve as the chair of the Conference Planning Committee throughout their term as Vice-President. The SAAHP President, Vice President, and Immediate Past President will solicit a CPC co-chair, to be approved by the SAAHP Executive Council.
- Virtual Engagement Committee. The SAAHP Virtual Engagement Committee is charged with creating and providing virtual opportunities for education on Pre-Health topics and engagement for SAAHP members. Membership consists of four or more from the SAAHP membership, representing a diverse geographical distribution representative of SAAHP. Membership will be confirmed by the SAAHP Executive Council. The chair or co-chairs will be appointed by the SAAHP Executive Council for a term of no more than two years to ensure continuity of the committee.
Article VII
Policy Matters:
SECTION 1. Amendments to the Bylaws. Amendments to the Bylaws may be made by a majority vote of the voting members of SAAHP.
SECTION 2. General Prohibitions. Notwithstanding any provision of the Constitution or Bylaws which might be susceptible to a contrary construction:
- The Association shall be organized exclusively for scientific, advisory, and educational purpose;
- The Association shall be operated exclusively for scientific, advisory, and educational purposes;
- No part of the net earnings of the Association shall or may under any circumstances inure to the benefit of any private shareholder or individual;
- No substantial part of the activities of the Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation;
- The Association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office;
- The Association shall not be organized or operated for profit;
- The Association shall not:
- Lend any part of its income or corpus, without the receipt of adequate security and reasonable rate of interest to;
- Pay any compensation, in excess of a reasonable allowance for salaries or other compensation for personal services actually rendered to;
- Make any part of its services available on a preferential basis to;
- Make any purchase or securities or other property for more than adequate consideration in money or money's worth from;
- Sell any securities or other property for less than adequate consideration in money or money's worth to; or
- Engage in any other transactions which result in substantial diversions of its income or corpus to; any officer, member of the Executive Council, or substantial contributor to the Association.
The prohibitions contained in Section VII do not mean to imply that the Association may make such loans, payments, sales, or purchases to anyone else, unless such authority be given or implies by other provisions of the Constitution or Bylaws.
SECTION 3. Distribution on Dissolution. Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation, in such manner, or to such organization or organizations organized and operated exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Section 501 © (3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors shall determine. Any of said assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office of the corporation is then located, exclusively for such purposes, or to an organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Revised June 2024; Revised June 2022
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