ARTICLE 1 – GENERAL INFORMATION
Section 1. Name:
The name of this body shall be the Hawaii Immunization Coalition. (hereafter “HIC”)
Section 2. Location:
The principal office of the HIC shall be in a location within the State of Hawaii that is determined by the Board of Directors (hereafter “Board”). The HIC may have other offices as may be designated by the Board.
Section 3. Operation:
The HIC will operate on a calendar year basis.
ARTICLE II – PURPOSE
Section 1. Mission:
The mission of the HIC is to promote effective strategies to ensure that all of Hawaii’s families are appropriately vaccinated against vaccine-preventable diseases through a statewide, community-based coalition of public and private organizations and individuals.
Section 2. Objectives:
- To join with other co-existing groups or events to increase impact of immunization projects and strategies.
- To invite media to coalition events to publicize and promote immunization across the lifespan.
- To advocate for on-time, age-appropriate immunizations of at least 90% of children before age two, focusing on those children most at-risk for vaccine-preventable diseases.
- To improve immunization rates in Hawaii through strategies such as reminder/recall, decreasing missed opportunities during healthcare visits, use of immunization registries, and other efforts.
- To disseminate immunization information through a coalition website and other varied media outlets such as print (newspapers, magazines, newsletters, flyers, brochures) and broadcast (radio, television).
- To disseminate immunization educational materials and information to healthcare providers
- To organize a statewide immunization conference at least every three years.
- To partners with local community organizations such as Rotary and other agencies for added support of immunization activities.
- To plan educational seminars for healthcare providers.
- To utilize formal and informal information about the attitudes, beliefs, and practices of healthcare providers and the public toward infant, adult and adolescent immunization to create relevant projects and strategies to increase immunization rates.
ARTICLE III – MEMBERSHIP
Eligibility HIC membership is open to all persons and organizations with an interest in supporting the mission and objectives of the HIC, including:
- Academic, educational and research organizations
- Federal, State, and local governments
- Non-profit organizations and community groups
- Private sector for-profit organizations
Section 2. Membership Types:
An organization can become an Organizational Member by completing an HIC Membership Application and presenting it to the Secretary. An Organizational member receives all benefits of membership including, but not limited to, receiving all notices and information sent out to the membership. For matters requiring a vote, the member organization shall designate in writing a representative to cast their vote.
An individual can become an Individual Member by completing an HIC membership application and presenting it to the Secretary. An Individual Member receives all benefits of membership including, but not limited to, receiving all notices and information sent out to the membership and eligibility for any discounts to HIC activities that may be available. For matters requiring a vote, the individual may cast a vote but shall not transfer this right to anyone else.
An individual can become a Student Member by completing a HIC membership application and presenting it to the Secretary. A student is defined as anyone actively enrolled at a college or university. A Student Member receives all benefits of membership including, but not limited to, receiving all notices and information sent out to the membership and eligibility for any student discounts to HIC activities that may be available. Student members shall not vote on any matters requiring a vote.
Membership applications are due ninety (90) days after the beginning of the calendar year. Members who fail to complete and submit a membership application within thirty (30) days after the due date shall, without notice, lose all privileges of membership and voting privileges. Members shall be reinstated with privileges upon completion of the membership application. The HIC Secretary shall collect and record membership applications and maintain the membership database.
Section 3. Membership Dues:
The HIC may charge a membership fee (tiered) with at least 30 days notice to the general membership. Scholarships for student members may be available.
ARTICLE IV – HIC MEETINGS
Section 1. Annual Meeting
There will be at least one general meeting per year, the Annual Meeting, unless otherwise ordered by the HIC Board of Directors. Business at the Annual Meeting will be to update membership on coalition activities and business, to review the fiscal report, and to transact business. The Secretary for the HIC shall provide a notice of the semi-annual meetings to all members no less than thirty (30) days before the meeting.
Section 2. Special Meetings
Special meetings of the HIC may be called by the President of the HIC, or shall be called by the President upon written request of twenty-five (25%) of the members. The Secretary shall send notice of the time and place, to the members at least fourteen (14) days before the meeting.
Section 3. Eligible
Voters Each person who is an individual member or the representative of an organization is considered an Eligible Voter. In the event that a person is designated as the representative for an organizational member and is also an individual member and/or the designated representative for one or more additional organizational members, then said person would only be eligible to cast a single vote and would only be counted once in determination of a quorum.
Section 4. Quorum
A quorum for the Annual Meeting shall be twenty-five (25%) of the Eligible Voters of the HIC. In case there are less than twenty-five (25%), the presiding officer may adjourn the meeting temporarily until a quorum is reestablished. A quorum of twenty-five (25%) of Eligible Voters shall also be required for special meetings, if voting on special issues is to be conducted. At the discretion of the Board, voting by proxy may be utilized.
Section 5. Voting
Decisions at the Annual and Special Meetings of the HIC shall be by two-thirds majority vote of Eligible Voters. Whenever, in the judgment of the Board, any question shall arise which it believes should be put to a vote of the HIC and when it deems it not expedient to call a Special Meeting for such purposes, the Board may submit the matter to the Eligible Voters in writing by mail/email/fax for vote and decision. Secretary of the Board shall send the election package to the last recorded address of each Eligible Voter. The questions thus presented shall be determined according to a majority of the votes received. Any and all actions taken in pursuit of a majority mail/email/fax vote shall be binding upon the HIC in the same manner as would be action taken at a duly called meeting.
Section 6. Parliamentary Procedure
Meetings may be conducted in an informal manner by the President of the Board or by his/her designee, but Robert’s Rules of Order (or equivalent) shall govern all deliberations when not in conflict with these bylaws.
Section 7. Order of Business
The order of business at the Annual Meeting of the HIC shall be as follows:
- Call to order
- Review and approval of the minutes of the previous Annual Meeting
- Report of the Board President
- Reports of the Working Teams
- Report of the Treasurer, including the presentation of the Fiscal Report
- Elections of Board (if applicable)
- New Business
ARTICLE V – Board of Directors
Section 1. Management
The Board shall have supervision, control and direction of the affairs and funds of the HIC and shall carry out the policies or changes therein within the limits of the Bylaws. The Board shall actively implement the HIC purposes, objectives, and mission. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in execution of the powers granted, appoint such contractors/agents as it may consider necessary. The Board may delegate powers to officers, staff, and Working Teams, as it deems necessary for the administration of the affairs of the HIC.
Section 2. Composition
The Board shall total no more than seven (7) members, representing the broad composition of the membership of the HIC, and whenever possible, representing private, and public agencies and individuals.
Section 3. Term of Office
The term of office for Board members shall be two (2) years except for the first election of the HIC for which three (3) positions shall be chosen for a three (3) year term of office. Elections will occur at the Annual Meeting.
Section 4. Elections
For the first year of the HIC, Eligible Voters shall elect up to seven (7) Board positions. Candidates receiving the top three highest numbers of votes will serve for three (3) years. All others will serve for two (2) years.
There will be no elections for members of the Board in the second year of the HIC. All future elections will be held annually with candidates eligible for two (2) year terms.
Section 5. Vacancies
Vacancies on the Board shall be filled by a majority vote of the remaining Board members, and any Board member elected as such shall serve until the next election for the position filled.
Section 6. Resignation
A written resignation of any Board member shall be addressed to the Board and accepted upon receipt.
Section 7. Nominations
For the first election of the HIC, Eligible Voters may nominate themselves as candidates and their nomination will be placed on the ballot when their nomination is seconded by another Eligible Voter. After the second year of the HIC, the Board shall annually establish a Nominations Committee and designate one (1) person as chairperson. The committee will establish nomination procedures, determine the candidates and create ballots. A slate of candidates will be made available to the Board not less than six (6) weeks prior to the election.
Section 8. Meetings of the Board
It is the intent of the HIC that the Board has regularly scheduled Board meetings. Meetings of the Board shall be open to any member and occur at least nine (9) times during the year. Special meetings of the Board may be called by the President, with at least twenty-four (24) hours notice, to discuss and take action on issues that are critical and need immediate resolution. Special meetings may be conducted via telephone conference as long as all other conditions of the meeting protocol are met. A record of proceedings from the Annual and any Special meetings shall be available for members of the HIC within thirty (30) days from conclusion of the meeting.
The usual parliamentary rules as laid down in Robert’s Rules of Order (or equivalent) shall govern all deliberations of the Board when not in conflict with these bylaws.
Section 9. Selection of Officers
The Officers of the HIC shall consist of a President, Vice-President, Secretary, and a Treasurer. The term of office shall be one (1) year. The Board shall elect the Officers from within its own membership within thirty (30) days after the election of Board members, except for the second year of the HIC when the election will be held within thirty (30) days after the one year anniversary of the first election.
Section 10. Duties of Officers
The President shall be the principal officer of the Board, shall preside at all meetings of the Board and shall be responsible for implementing the decisions and actions taken by the Board. The President shall serve as the Board\’s representative on or before other organizations having missions and objectives common with those of the HIC and shall represent the Board before other bodies and organizations on issues relevant to the HIC\’s purposes, objectives, and mission. The President may authorize or appoint other Board members to represent HIC with other organizations upon voice vote of the Board. The President shall be a member, with right to vote, of the Board and may serve on all committees created by the Board other than the nominations committee.
The Vice-President will assist the President in the discharge of the President’s duties as requested by the President or Board. In the absence or inability of the President to perform the duties of the President, the Vice-President shall assume all duties of the President. The Vice-President shall be a voting member of the Board and may serve on all committees created by the Board other than the nominations committee. The Vice President shall maintain the HIC policies and procedures records.
The Secretary shall give notice of and attend all Board meetings and the Annual Meeting, keep a record of the proceedings, cause the records of proceedings to be distributed to the members, attest to documents of the Board, and perform such other duties that are usual for such office or as may be duly assigned.
The Treasurer shall keep an accurate account of all moneys received and expended for HIC, make disbursements authorized by the Board and shall submit a fiscal report at the Annual Meeting.
The Treasurer shall deposit all sums received into a special checking account kept with a financial institution approved by the Board. An independent audit may be conducted at the direction of the HIC. Audit reports and collective action taken (if any) shall be presented by the Treasurer at the Annual Meeting following receipt of the independent auditor report, should one have been requested by the Board. The Treasurer, in conjunction with the Board, will prepare documents for tax reporting as required by state and federal governments.
Section 9. Quorum
A two-thirds majority of the whole Board shall constitute a quorum at any meeting of the Board. In case there is less than this number, the presiding officer may adjourn and reconvene the meeting when a quorum can be formed.
Section 10. Legal Advisor
The Board may obtain legal counsel to advise the Board on issues, which may affect the HIC, or the Board.
Section 11. Compensation
Board Members shall not receive any compensation for their services as board members. Board members may receive reimbursement for actual expenses incurred on behalf of HIC as approved by the Board.
Section 12. Resignations and Removals
Any member of the Board may resign at any time by giving written notice to the President or Vice President. A member of the Board, including an Officer, may be removed by a two-thirds vote of the Board. If a vacancy on the Board is created by reason of death, resignation, removal, or otherwise, then the Board shall appoint a replacement from the Eligible Voters for the remainder of the original term.
Section 13. Vacancies
In the event that neither the President nor the Vice-President are able to discharge their respective duties, within sixty (60) days the Board shall elect from its own Board membership, replacements for President and Vice President. Length of term for the replacements will be for the remainder of the vacated term(s) of office(s).
ARTICLE VI – WORKING TEAMS
Section 1. Working Teams
In addition to the nominating committee, the Board may establish Working Teams (standing and ad hoc committees). HIC recognizes that the ‘work’ of HIC is done in these Working Teams. Each Working Team may also solicit volunteers to serve on such teams as deemed necessary to carry out the purposes of the HIC. The Board shall appoint one (1) member of the Board to serve as an Advisor for each Working Team that is created.
Section 2. Operations of the Working Teams
Each Working Team created by the Board shall select a chairperson. The Working Team shall be responsible for organizing the affairs of the Working Team and representing the Working Team before the Board. Working Teams shall keep a record of all proceedings and provide a copy to the Board Secretary. Working Teams shall meet, discuss, study, plan and implement projects. Working Teams shall meet at least quarterly. If physical presence is not feasible, then written, facsimile, electronic or telephone communications may substitute for a Working Team meeting.
Section 3. Communication between the Board and the Working Teams
Board decisions and discussions will be communicated in writing to Working Teams through the Board Advisor. Working Team proposals and notes will be communicated in writing to the Board through the chair of the Working Team. In each situation, communications to and from each party will be prompt The standard will be within ten (10) working days after the discussion, decision, and/or proposals have been suggested. All proposals for funding from Working Teams must be reviewed and approved by the Board prior to implementation.
ARTICLE VII – STAFFING
Section 1. HIC Staffing
The Board may employ the services of professionals, consultants or other independent contractors as it deems necessary to perform the functions of the HIC. The Board shall prescribe the duties; determine the compensation and exercise oversight of independent contractors.
ARTICLE VIII – DISSOLUTION
Section 1. Dissolution:
In the event the HIC is dissolved, a successor organization shall be chosen to handle the records and other assets.
ARTICLE IX – AMENDMENTS
Section 1. Amendments to Bylaws
Any eligible member of HIC may, upon written proposal to the Board, request an amendment to the Bylaws. These Bylaws may be amended, repealed, altered, in whole or in part, by a two-thirds (2/3) vote of the votes cast by the Eligible Voters of the HIC Absentee ballots will be counted as part of the two-thirds (2/3) vote.
Section 2. Procedure
Proposed amendments to the bylaws must be approved by a two-thirds majority of the Board to be passed on for approval by HIC Eligible Voters. Votes for amendments to the bylaws shall be conducted by the following methods: mail/email/fax, at the Annual Meeting, or at a specially convened meeting of the HIC. The Board Secretary shall notify the Eligible Voters of the HIC at least thirty (30) days prior to the voting date.