This organization shall be known as the Hawaii Society for Respiratory Care, a chartered affiliate of the American Association for Respiratory Care, hereinafter referred to as the AARC, which is incorporated under the General Not for Profit Corporation Act of the State of Illinois.

The area, included within the boundaries of this Society shall be the territory known as the State of Hawaii and the Pacific Basin.

a. To encourage and develop on a regional basis, educational programs for those persons interested in the field of respiratory care;

b. To advance the science, technology, ethics, and art of respiratory care through regional institutes, meetings, lectures, and the preparation and distribution of a newsletter and other materials;

c. To facilitate cooperation between respiratory care personnel and the medical profession, hospitals, service companies, industry, and other agencies within the region interested in respiratory care except that this Society shall not commit any act which shall constitute unauthorized practice of medicine under the laws of the State of Hawaii.

Section 2. Intent

a. No part of the monies of the Society shall inure to the benefit of any private member or individual, nor shall the corporation perform particular 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 or distributees are exempt ". from income taxation, and if gifts or transfers to the payees or distributees are then exempt from taxation under the provisions of Section 501, 2055, and 2522 of the Internal Revenue Code which amend or supersede the said sections.

c. In the event of the dissolution of this Society, whether voluntary or involuntary, all of its remaining assets shall be distributed in such a manner as the National Board of Directors of this Association so determines.

Section 1. Classes

The membership of this Society shall include four (4) classes: Active Member, Associate Member, Student Member, and Life Member.

Section 2. Eligibility

An individual is eligible to be a member of this Society if they are a member of the AARC as specified in Article III of the AARC Bylaws and provided their place of employment is within the defined boundaries of this Society.

Section 3. Classification

The classification privileges and limitations of membership shall be as defined in Article III of the AARC Bylaws.

Section 4. Application for Membership

Application for Membership in this Society shall follow the procure specified in Article III, Section 6 of the AARC Bylaws.

Section 1. Officers

The officers of this Society shall be: a President, a President-elect (who automatically succeeds to the presidency when the President's term ends), a Vice-president, a Secretary, and a Treasurer.

Section 2. Directors

a. There shall be two (2) Directors. One (1) Director Shall be elected each year and such others as necessary in order to fill existing vacancies.

b. The Delegate and Alternate Delegate shall serve as voting members of the Board of Directors.

Section 3. Term of Office

a. The term of office for the President, President-elect, Vice president, and Secretary shall be one (1) year. The term of office for the Treasurer shall be two (2) years. The term shall begin immediately following the Annual Business Meeting. The President and President-elect shall not serve more than one (1) conscutive term in the same office. The Vice-President, Secretary, and Treasurer shall not serve more than three (3) consecutive terms in the same office.

b. The terms of office for Directors shall begin immediately following the Annual Business Meeting and shall be for a two (2) year nonrecurring term of office.

Section 4. Vacancies in Office

a. In the event of a vacancy in the office of the President, the President-elect shall become Acting President to serve out the unexpired term and shall continue to serve over the next successive term, as President.

b. In the event of a vacancy its the office of the President-elect, the vice President shall assume the duties, but not the office, of the President-elect in addition to the Vice President's own duties, until the next meeting of the Board of Directors at which time the Board shall elect a qualified member to fill the vacancy.

Section 5. Duties of the Officers

a. PRESIDENT

The President shall be the chief Executive Officer of the Society. The President shall preside at the Annual Business Meeting and all meetings of the Board of Directors; prepare an agenda for the Annual Business Meeting for submission to the membership not fewer than fifteen (15) days prior to such a meeting; appoint standing and special committees, subject to the approval of the Board of Directors; be an ex-officio member of all committees except the Elections and Nominations Committees; present to the Board of Directors and membership an annual report of the Society's activities.

b. PRESIDENT-ELECT

The President-elect shall become acting president and shall assume the duties of the President in the event of the President's absence, resignation, or disability; shall perform such other duties as assigned by the President or Board of Directors. The President-elect must assist the President in all functions in order to better learn the office.

c. VICE PRESIDENT

The Vice President shall assume the duties, but not the office, of the President-elect in the event of the President-elect's absence, resignation, or disability in addition to the duties of the office of the Vice President. The Vice President shall Chair the Program and Education Committee.

d . TREASURER

The Treasurer shall have charge of all funds and securities of the Society; endorsing checks, notes, or other orders for the payment of bills; disbursing funds as authorized by the Board of Directors and/or in accordance with the adopted budget; depositing funds as the Board of Directors may designate. The Treasurer shall see that full accurate accounts are kept, submit quarterly trial balance to the Executive Committee within twenty (20) days after the quarterly closing of the books; make a written quarterly financial report to the Board of Directors and a complete written yearly report at the Spring meeting of the Board of Directors. The Treasurer will be bonded in an amount determined by the Board of Directors at the expense of the Society.

e. SECRETARY

The Secretary shall have charge of keeping the minutes of the Board of Director's regular business meetings and the Annual Business Meeting, submitting copies of the minutes of every meeting of the governing body and other business of the Society to the Executive office of the AARC within ten (10) days following the meeting; executing the general correspondence; affixing the corporate seal on documents so requiring, and in general, performing all duties as from time to time shall be assigned by the President or the Board of Directors.

Section 1. Nominations Committee

The Board of Directors shall elect a Nominations Committee each year at least one hundred twenty (120) days before the Annual Business meeting to present a slate of nominees to the Board of Directors at least sixty (60) days prior to the Annual Business Meeting.

Section 2. Nominations

The Nominations Committee shall place in nomination, the names of at least two (2) persons for the offices of President-elect, Vice President, Secretary, and Treasurer and shall place in nominations for each of the Board members to be elected, the names of at least two (2) persons.

Only Active and Life Members in good standing shall be eligible for nominations. Members of the Nominations Committee are not eligible for nomination. The Nominations Committee shall provide a pertinent biographical sketch of each nominee's professional activities and services to the organization, all of which shall be part of the ballot.

Section 3. Ballot

a. The Nominations Committee's slate and biographical sketches shall be mailed to every Active Member in good standing and eligible to vote at least thirty (30) days prior to the Annual Business Meeting.

b. If the Society's Board of Directors specify that the vote will be by mail, the list of nominees shall be so designed as to be a secret mail ballot with provisions for write-in votes for each office. Ballots must be postmarked at least five (5) days prior to the Annual Business Meeting to be accepted. A deadline date shall be clearly indicated on the ballot.

c. If the vote is to be conducted at the Annual Business Meeting, the time, date, and place shall be clearly indicated on the ballot. Provisions shall be made for absentee ballots which will allow all eligible members the opportunity to vote.

Section 4. Election Committee

The President shall appoint an impartial Election Committee which shall check the eligibility of each ballot and tally the votes at the Annual Business Meeting. Results of the election shall be announced at the Annual Business Meeting.

Section 1. Composition and Powers

a. The Executive government of this Society shall be vested in a Board of ten (10) Active Members, consisting of the President, President-elect, Vice President, Secretary, Treasurer immediate Past-President, two (2) Directors, Delegate, and Alternate Delegate.

b. The President shall be the Chair and presiding officer of the Board of Directors and the Executive Committee. The President shall invite in writing to the meetings of the Board, such individuals deemed necessary, with privilege of voice, but not vote.

c. The Board of Directors shall have the power to declare an office vacant by a two-thirds (2/3) majority vote, upon refusal or neglect of any member of the Board to perform the duties of that office, or for any conduct deemed prejudicial to the Society. Written notice shall be given to the member that the offices has been declared vacant.

Section 2. Duties

a. Supervise all business and activities of the Society within the limitations of these Bylaws.

b. Adopt and rescind standing rules of the society.

c. Determine remuneration, stipends, amount of membership dues for the following year, and other related matters, after consideration of the budget.

Section 3. Vacancies

a. Any vacancy that occurs on the Board of Directors, with the exception of the President and the immediate Past-President, shall be filled by qualified members elected by the Board of Directors. Individuals so elected shall serve until the next regular election.

b. An elected President-elect shall serve until the next annual election and. then automatically accede to the Presidency

Section 4. Meetings

a . The Board of Directors shall meet immediately preceding and immediately following the Annual Business meeting of the Society and shall not hold fewer than two (2) regular and separate meetings during the calendar year.

b. Special meetings of the Directors be called by the President at such time as the business of the Society shall require, or upon written request of three (3) members of the Board of Directors filed with the President and Secretary of the Society.

c. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board.

Section 5. Mail Vote

Whenever, in the judgement of the Board of Directors, it is necessary to present any business to the membership prior to the next regular or Annual Business Meeting, the Board of Directors may, unless otherwise required by these Bylaws, instruct the Elections Committee to conduct a vote of the membership by mail. The questions thus presented shall be determined according to a majority of the valid votes received. Any and all action approved by the members in accordance with the requirements of this Article shall be binding upon each member thereof.

Section 6. Executive Committee

The Executive Committee of the Board of Directors shall consist of the President, President-elect, Vice President, immediate Past-President, Secretary, and Treasurer. They shall have the power to act for the Board of Directors between meetings of the Board of Directors and such action shall be subject to ratification by the Board at its next meeting. The Executive Committee shall function as the Budget and Audit Committee.

Section 1. Date and Place

a. The Society shall hold an Annual Business Meeting in the last quarter of each calendar year. Additional meetings may be held as required to fulfill the objectives of the society.

b. The date and place of the Annual. Business Meeting and additional meetings shall be decided in advance by the Board of Directors. In the event of major emergency, the Board of Directors shall cancel the scheduled meeting, set a new date and place if feasible, or conduct the business of the meeting by mail, provided the material is sent in the same words to the voting membership.

Section 2. Purpose

a. The Annual Business Meeting shall be for the purpose of receiving reports of officers and committees, the result of the election, and for other business brought by the President.

b. Additional business meetings shall be for the purpose of receiving reports and for other business brought by the President.

Section 3. Notification

Written notice of the time and place of the Annual Business Meeting shall be sent to all members of the Society not fewer than ninety (90) days prior to the meeting. An agenda for the Annual Business Meeting shall be sent to all members not fewer than thirty (30) days prior to the Annual Business Meeting.

Section 4. Quorum

A majority of the Active Members attending a duly called business meeting shall constitute a quorum.

Section 1. Election

Delegates of this Society to the Hose of Delegates of the AARC shall be elected as specified in Article VII of the AARC Bylaws.

Section 2. Duties

Refer to Article VII, Section 3.C., of the AARC Bylaws.

Section 3. Election of Delegate and Alternate Delegate

a. Refer to Article VII, Section 5.A., 5.B., 5.C., of the AARC Bylaws.

b. No person may serve more than four (4) consecutive years in the House of Delegates as either Delegate, Alternate Delegate, or a combination of both.

Section 1. Standing Committees

The members of the following Standing Committees shall be appointed by the President, subject to the approval of the Board of Directors, to serve for a term of one (1) year, except Article VI, section 1. and Article V, section 5.C. of these Bylaws:

a. Membership
b. Budget and Audit
c. Election
d. Nominations
e. Program and Education
f. Bylaws
g. Publications ant Public Relation

Section 2. Special Committee and other Appointments

Special committees may be appointed by the President.

Section 3. Duties of the Committee Chair

a. The President shall appoint the Chair Chairperson of each committee except in Article V, Section S.C., of these Bylaws

b. The Chairperson of each committee shall confer promptly with the members of the committee on work assignments.

c. The chairperson of each committee may recommend prospective committee members to the President. When possible, the committee Chairperson of the previous year shall serve as a member of the new committee

d. All committee reports shall be made in writing and submitted to the president and secretary of the society at least ten (10) days prior to the meeting at which the report is to be read.

e. Non-members or physician members may be appointed as consultants to the committee.

f. Each committee chairperson requiring operating expenses shall submit a budget for the next fiscal year to the Budget and Audit Committee.

Section 1. Membership Committee

a. This Committee shall consist of the society Delegate or Alternate Delegate and two (2) members of the Board of Directors.

b. This Committee shall investigate and evaluate the background and experience of applicants for qualification and classification for membership in the AARC and report to the Membership Committee of the AARC as required by the AARC Bylaws.

Section, 2 . Budget and Audit Committee

a. This Committee shall be composed of the Executive Committee and Medical Advisor(s) or a designate.

b. This committee may propose an annual budget for approval by the Board of Directors. The proposed budget shall then be submitted to the membership at least thirty (30) days prior to the Annual Business Meting.

Section 3. Elections Committee

a. This Committee shall prepare, receive, verify, and count ballots for all elections held during the calendar year.

b. The Committee shall consist of at least four (4) members who shall serve for a one (1) year term.

Section 4. Nominations Committee

a. This Committee shall prepare a slate of officers and directors for the annual election, for approval by the Board of Directors.

b. Members of this Committee shall serve for a one (1) year term of office and shall be appointed from the membership or former society officers.

c. It shall be the duty of this Committee to make the final critical appraisal of candidates to see that the nominations are in the best interest of the AARC through a consideration of personal qualifications and geographical representation as applicable.

Section 5. Program and Education Committee

a. This Committee shall consist of three (3) members and be so constructed as to provide experienced members for program and education planning.

b. The Medical Advisor(s) or designate shall be a consultant member(s) of this Committee.

Section 6. Bylaws Committee

a. This committee shall consist of three (3) members, one (1) of whom shall be a Past-President, with one (1) member being appointed annually for a three (3) year term, except as is necessary to establish and maintain this rotation.

b. The Committee shall receive and prepare all amendments to the Bylaws for submission to the Board of Directors. The Committee may initiate such amendments for submission to the Board of Directors.

Section 7. Publications and Public Relations Committee

a. This Committee shall consist of at least three (3) members, one (1) of whom shall be a Past-President, with members being appointed annually for a one (1) year term subject to reappointment.

b. This Committee shall concern itself with the execution of a Society Newsletter and all other publications of this Society with the public, hospitals, and other organizations through the dissemination of information concerning respiratory therapy.

c. This Committee shall maintain such liaison as has been established by the Board of Directors with other organizations whose activities may be of interest to the members of this Society. This may include the preparation of exhibits, programs, and other media that communicate the message of respiratory care and the AARC to medical, nursing, hospital groups, and educational facilities where such material can be used to recruit and enlighten new people to the field of respiratory care. Such materials shall be reviewed by the Medical Advisors.

Section 1.

The Society shall have at least one (1) Medical Advisor and shall conform to Article X, Section 3. of the AARC Bylaws concerning Society Medical Advisors.

Section 2.

The Board of Directors shall appoint the Medical Advisor who shall be a physician actively engaged in respiratory care.

Section 3.

Term of office shall be one (1) year, subject to reappointment by the Board of Directors.

The fiscal year of this Society shall be from January 1 through December 31.

Annual Society membership shall be a privilege granted upon payment of the annual AARC dues.

If the conduct of any Society members shall appear to be in willful violation of the Bylaws or standing rules of this Society or the AARC, be prejudicial to the Society's or the AARC's interests as defined in the AARC Code of Ethics, or be found guilty in a court of law, or disciplinary hearing convened under the laws governing the practice of respiratory care, the Society Board of Directors shall immediately report and refer the matter to the AARC Judicial Committee.

The rules contained in Robert's Rules of Order Revised shall govern wherever they are not in conflict with the Bylaws of the Society or of the AARC.