BYLAWS
of the
EASTERN WV RURAL HEALTH EDUCATION CONSORTIUM

a consortium of the WV Rural Health Education Partnerships

 

ARTICLE I
NAME

            The name of this organization shall be the Eastern WV Rural Health Education Consortium.

ARTICLE II
VISION STATEMENT

            We envision a time when residents of our most underserved, rural communities will have local access to high quality primary health care provided by well trained, high quality health care professionals.

ARTICLE III
MISSION STATEMENT

            The WV Rural Health Education Partnership will educate, recruit and retain quality health care professionals for service to rural communities to improve the health of the people of West Virginia.

ARTICLE IV
SERVICE AREA

            The Eastern WV Rural Health Education Consortium encompasses the nine counties of eastern West Virginia which includes Berkeley, Grant, Hampshire, Hardy, Jefferson, Mineral, Morgan, Pendleton, and Tucker.

ARTICLE V
GOALS/PURPOSE

#         Foster collaboration and communication among all individuals in the service area with an interest in improving health services.

• Use the consortium for field experience by students from a wide spectrum of health curricula or professions.
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• Continue developing strong networks through cooperative shared resources with preceptors, professionals, and communities.
• Recruit and retain health profession students and graduates into practice opportunities within the consortium.
• Encourage youth to enter health professions by having students act as positive role models.
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• Participate in more school and community-based programs in health education.
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• Expand the capacity of field preceptors and community mentors to teach and influence students in a field setting, thereby strengthening the impact of the program.
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• Operate consistently within approved resources while seeking other appropriate funding to maintain our program.
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• ARTICLE VI
• MEMBERSHIP
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• Section 1.  Consortium Members
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•             Consortium members are those individuals involved with the nine (9) county consortium.  They are classified into two groups: health care organizations/training sites and community representatives.
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•             Subsection I.  Health Care Organizations/Training Sites
• Health care organizations/training sites are subject to application and approval by the Board of Directors.  Beginning June 30, 2000, and in 5-year increments thereafter, memberships must be renewed.  Membership renewals will not require approval by the Board of Directors.
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•             Subsection II.  Community Representatives
• Community representatives are individuals appointed to the Board of Directors representing the nine (9) county service area.  Community representatives are consortium members while serving on the Board of Directors.
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•             Subsection III.  Voting
• The designated representative of each health care organization/training site and each community representative shall constitute one vote at the general membership meeting.
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•             Subsection IV.  Removal
• The Board shall have the right to remove consortium members for a good cause shown after notice and a hearing before the Board as a whole.
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•             Subsection V.  Resignation of Members
•                         Any member may resign at any time by giving notice thereof in writing to the Chairperson.
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• ARTICLE VII
• BOARD OF DIRECTORS
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•             The organization shall be governed by no more than twenty-seven (27) directors consisting of health care organizations/training sites and community representatives.  The Board of Directors shall consist of 51% community representation.
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• Section I.  Term
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•             Directors will serve staggered terms of three years.
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• Section II.  Classification
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•             Directors representing health care organizations and/or training sites will be nominated and elected from the consortium membership.  Directors representing the community will be appointed and approved by the Board of Directors.
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• Section III.  Nominations
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•             A Nominating Committee appointed by the Board Chairperson will be responsible for presenting nominations for officers and directors from among the membership.  Voting for Director positions will be at the general membership meeting.  Voting for officers positions will be at the next scheduled Board of Director’s meeting.
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• Section IV.  Officers
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•             The Officers of the Board of Directors shall be a Chairperson and Vice-Chairperson.  
• The Chairperson and Vice-Chairperson shall be placed on the Executive Committee.   Officers shall serve a two-year term.  An officer may be elected for up to three terms.
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• Section V.  Vacancies
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•             Vacancies shall be filled upon the action of the Board within thirty (30) days of receipt of resignations or as soon as possible.
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• Section VI.  Removal
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•             The Board shall have the right to remove Board Members for good cause shown after notice and a hearing before the Board as a whole.  A two-thirds (2/3) majority of the members present is required for removal.
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• Section VII.  Attendance
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•             When a Board Member misses fifty percent (50%) of the meetings in a calendar year,
• the Board Member will be requested at the next stated Board meeting to justify their past
• attendance record in person or in writing.  Following review of this information the Board will determine by a two-thirds (2/3) majority vote the continued participation of said member.
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• Section VIII.  Resignation of Members
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•             Any member may resign at any time by giving notice thereof in writing to the Chairperson.
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• Section IX.      Liability
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•             The relationship between or among members of the Board, as well as any institutions or agencies any Board members represent, shall not be construed in any way as creating a partnership, joint venture, principal-agent relationship or any other legal association, entity, affiliation, or relationship whereby any member of the Board or any entity or agency any Board member represents could be held responsible or liable for the acts or omissions of any other, or where the acts or omissions of one could be imputed to another, or otherwise.
•             Members of the Board and the entities and agencies represented by the members of the Board shall not assume any liabilities or obligations of the Lead Agency or Consortium members arising out of or relating to any act or omission of the Lead Agency or such Consortium members or their respective agents, servants or employees, or the failure of any other to comply with the terms and conditions of the WV Rural Health Education Partnerships (WVRHEP) or any other agreement or contract entered into by such other person or entity.
•             With regard to participation within the scope of the WVRHEP, it is intended that each member of the Board and each entity and agency represented by such member of the Board, as well as each student, resident, intern, faculty member and/or health education professional or health care provider associated with the West Virginia Higher Education Policy Commission shall be covered as a named insured under the liability coverage through the West Virginia State Board of Risk and Insurance Management, which coverage has a limit on $1,000,000 per occurrence to be shared by all State Board of Risk Insurance Management insureds, and which shall be primary as to each insured person or entity.                                 
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• ARTICLE VIII
• MEETINGS
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• Section I.  General Membership
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•             A general membership meeting of all consortium members will be held annually in October each calendar year.  The purpose of this meeting will be to highlight the consortium’s accomplishments and nominate/appoint consortium members to the Board of Directors.  The format of this meeting is: Remarks by Board Chairperson, Presentation of Annual Report, Election of Board of Directors, Student Presentations, Recognitions, and Closing Remarks.
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• Section II.  Board of Directors
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•             Regular meetings of the Board of Directors shall be held on a bi-monthly or as-needed basis.  This Board shall meet at least six (6) times in a calendar year.
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• Section III.  Executive Committee
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•             The Executive Committee shall meet on an as-needed basis.  These meetings may be held on call of the RHEP Coordinator, the chairperson of the Board, or by any three (3) members of the committee.
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• Section IV.  Notice of Meeting
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•             Written notice stating the date, place and hour of each meeting shall be received by each Board Member ten (10) days before the scheduled meeting.  Providing further, however, any action that may be taken at a regular meeting may be taken without notice by directors being contacted through mail, electronic mail, telephone or fax and providing the directors shall consent to such action taken by a writing and report filed with the minutes and records of the Board of Directors.  Further, any such action and consent by the directors of a no notice meeting shall be treated for all purposes as a vote at a regular scheduled meeting and may be certified and filed with any agency, public official, organizations or other persons or entities having dealings with the Eastern WV Rural Health Education Consortium.
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• Section V.  Voting
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•             Having determined that a quorum is present, the action of a simple majority of the members present shall be the action of the Board of Directors or committees.
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• Section VI.  Parliamentary Procedure
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•             Roberts Rules of Order, new revised, are adopted.
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• Section VI.  Proxies
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•             Proxy voting is authorized and permitted by the Board of Directors.
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• ARTICLE IX
• QUORUM
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• Section I.  Board of Directors Meeting
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•             A quorum for the purpose of holding a meeting of the Board of Directors shall be the people present provided that no less than eight (8) members are present.
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• Section II.  Committee Meetings
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•             A quorum for the purpose of holding a committee meeting shall consist of the people present provided that fifty percent (50%) of the members are present.
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• Section III.  General Membership Meeting
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•             A quorum for the purpose of holding a general membership meeting shall be the people present provided that no less than eight (8) members are present.
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• ARTICLE X
• COMMITTEES
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• Section I.  Standing Committees
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•             There shall be two (2) standing committees of the Board: Executive and Finance.  The Chairperson is empowered to formulate other committees as he/she sees fit to carry out the functions of the Board.
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• Section II.  Executive Committee
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•             The Executive Committee shall consist of five (5) members.  The Chairperson, Vice-Chairperson, and the WVRHEP Advisory Panel Representative will serve on this committee regardless of institution, geographic representation, or county.   The remaining two (2) members will be appointed by the Board Chairperson.  There shall be no overlap of institution or geographic representation.  There may not be two (2) representative from the same county.
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•             Subsection I.  Term
•                         Committee members will serve a two-year term.
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•             Subsection II.  Responsibility
• The Executive Committee shall coordinate the activities and general policies of the consortium between Board meetings and is empowered to take action subject to subsequent Board approval.
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• Section III.  Finance Committee
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•             The Finance Committee shall consist of five (5) members.  The Lead Agency Administrator will serve on this committee regardless of institution, geographic representation, or county.  The remaining four (4) members will be appointed by the Board Chairperson.  There shall be no overlap of institution or geographic representation.  There may not be two (2) representatives from the same county.
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•             Subsection I.  Term
•                         Committee members will serve a two-year term.
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•             Subsection II.  Responsibility
• The Finance Committee reviews and recommends to the full Board the annual budget.  The committee works with the RHEP Coordinators to formulate fiscal policies and advises on all other fiscal matters as appropriate.
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• Section IV.  Nominating Committee
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•             A Nominating Committee will be appointed as needed by the Board Chairperson for presenting nominations for elective officers, Board of Directors, or other vacancies that may occur.
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• Section V.  Chairperson
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•             A Chairperson for each committee will be appointed by the Board Chairperson.  The Chairperson will be responsible for submitting committee reports to the Board of Directors.  These reports will consist of current activities of the committee.
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• Section VI.  Ex-officio Members
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•             The RHEP Coordinators will serve as ex-officio members on all committees.
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• ARTICLE XI
• BOOKS AND RECORDS
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•             The Eastern WV Rural Health Education Consortium Board of Directors shall keep minutes of all proceedings of the Board.
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• ARTICLE XII
• CONFLICT OF INTEREST
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•             Board of Directors, field professors, preceptors, committee members, health care organizations/training sites representatives, and community representatives may be asked to declare themselves in conflict of interest if the need arises and will be ineligible to vote.
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• ARTICLE XIII
• PURCHASING POWER
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•             The Eastern WV Rural Health Education Consortium Board of Directors has the authority to purchase capital equipment and property on behalf of the consortium.
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• ARTICLE XIV
• AMENDMENTS
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•             The bylaws may be amended at any regular or special meeting of the Board.  Written notice of the proposed bylaw change shall be received by each member at least ten (10) days prior to the date of the meeting.  Changes in the bylaws must be approved by a two-thirds (2/3) vote of the board members present or by a personal proxy for the director for a vote.
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• ADOPTION DATE                                       
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• SIGNATURE                                                                                                             
• Chairperson
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Revised12/20/06