ByLaws

Current NAPHSIS By-Laws

The National Association for Public Health Statistics and Information Systems

BY-LAWS

As Amended: June 3, 2009

Article I

NAME

The name of this organization shall be the National Association for Public Health Statistics and Information Systems (amended August 8, 1980; May 10, 1995; June 5, 1996).

Article II

PURPOSE

This Association will foster discussion and group action on issues involving public health statistics, public health information systems, and vital records registration. The Association will provide standards and principles for administering public health statistics, public health information systems, and vital records registration. The Association will represent the States and Territories of the United States regarding these issues, and will serve as an advisory group to the Association of State and Territorial Health Officials (amended June 24, 1977; June 14, 1979; July 28, 1982; May 10, 1995).

Article III

MEMBERSHIP

1. Voting Membership. Voting Members shall have voting rights and shall consist of Agency Designated Members and Additional Individual Members:

a. Agency Designated Members. Agency Designated Membership shall consist of and be limited to state, territory and local health departments or other non-federal government agencies in the United States, excluding academic institutions, professionally engaged in public health statistics and information systems. Agency Designated Membership entitles the agency to designate up to four salaried staff persons professionally engaged in public health statistics, public health information systems, and vital records, as voting members of the Association. Agency Designated Membership also provides the option of purchasing additional individual voting memberships.

b. Additional Individual Members. Upon payment of Agency Designated Membership dues, Additional Individual Memberships may be purchased for additional agency staff including local health department staff who are professionally engaged in public health statistics, public health information systems, and vital records. Additional Individual Memberships are not available unless Agency Designated Membership dues are paid (amended June 18, 1976; June 14, 1979; May 10, 1995).

2. Non Voting Membership. Non Voting members shall not have voting rights and shall consist of Affiliate Members; Reciprocal Association Members; Corporate Members; and Honorary Life Members (amended June 10, 1998; June 3, 2009).

a. Affiliate Members. Affiliate Membership shall not have voting rights, shall not serve on the board, shall not hold a chairpersonship of a committee and shall not serve on the Nominations Committee. Membership shall be limited to individual persons who are employed in vital records or other health statistics and information systems programs in the federal and state/provincial government agencies in the provinces of Canada, the states of Mexico and other non-United States countries. (amended June 18, 1976; June 14, 1979; August 8, 1980; July 28, 1982; April 27, 1994; May 10, 1995; June 10, 1998; June 6, 2007; June 3, 2009).

b. Reciprocal Association Members. Reciprocal Association Membership shall be non voting, shall not serve on the board, shall not hold a chairpersonship of a committee and shall not serve on the Nominations Committee. Membership shall be limited to the Executive Director, current President or designee, as appropriate, of national associations with which NAPHSIS has a partnership. Reciprocal Association Membership shall be granted by the Board of Directors to those associations who also provide corresponding reciprocal membership to NAPHSIS (amended May 22, 1997; June 3, 2009).

c. Corporate Members. Corporate Membership shall not have voting rights, shall not serve on the board, shall not hold a chairpersonship of a committee and shall not serve on the Nominations Committee. Membership shall be limited to corporations or for-profit businesses with an interest in furthering improvements to vital records and other public health statistics and information systems. Corporate Membership entitles a corporation to designate one primary contact person as a non-voting member of the Association (amended June 10, 1998; June 3, 2009).

d. Honorary Life Members. Honorary membership may be awarded to former active members by majority vote of the Board of Directors. Honorary Life Members shall not serve on the board, shall not hold a chairpersonship of a committee and shall not serve on the Nominations Committee. (amended May 4, 1989; May 10, 1995; June 3, 2009).

3. Membership Rights. The right to vote and hold office in the Association shall be limited to Voting Members of the Association (amended June 16, 1972; June 14, 1979; August 8, 1980; April 27, 1994; May 10, 1995).

All members of the Association shall be entitled to receive all publications of the Association and shall receive any member discounts for meeting registration fees or other activities. Except as otherwise specified in these By-Laws, any member of the Association may serve on the committees of the Association. All members of the Association shall have the rights and privileges of the floor at all meetings of the Association, except during special closed sessions of the Association as specified in Article XII of these By-Laws that only Voting Members may attend (amended June 16, 1972; June 14, 1979; August 8, 1980; April 27, 1994; May 10, 1995).

Article IV

ALTERNATES AND PROXIES

A Voting Member of the Association may be represented at a meeting of the Association by another agency staff person designated by the member in writing to the Secretary of the Association. Such designated representative shall be entitled to speak and vote on any or all questions coming before the membership during the meeting (amended May 10, 1995).

Any Voting Member unavoidably absent and not represented as provided for above may designate a limited or unlimited proxy by due notice in writing to the Secretary of the Association (amended May 10, 1995).

The vote of any such alternate or proxy shall be binding on the principal the same as though the Association member were present and voting in person (amended June 14, 1979; August 8, 1980; May 9, 1991; May 10, 1995).

Article V

GUESTS

The Board of Directors may invite any person to attend any meeting of the Association.

Article VI

OFFICERS

1. The officers shall be a President, a President-Elect, a Secretary and a Treasurer (amended June 16, 1968; May 9, 1991).

2. Terms of all officers shall be for two years. The Treasurer shall not serve more than two elected consecutive terms, other officers shall not serve two elected consecutive terms in the same office; provided, however, that the foregoing limitations to election may, in emergency, be waived by a two-thirds vote of the Voting Membership (amended June 14, 1979; May 6, 1987; May 9, 1991; May 10, 1995).

3. The election of officers shall be conducted each even numbered year and the terms of the new officers shall begin immediately after the close of such regular meeting in these years (amended June 16, 1972).

4. Officers shall be elected by the Voting Membership, using secret ballot from among the persons whose names have been placed in nomination either from the floor or by the Nominating Committee (amended June 14, 1979; May 10, 1995).

Article VII

PRESIDENT AND PRESIDENT-ELECT

The President, or in the President's absence, the President-Elect, shall preside at all meetings of the Association. The President-Elect shall chair a Program Committee which shall prepare the program for the annual meeting of the Association. The President in consultation with the Board of Directors shall discharge other duties commonly associated with the office (amended June 16, 1968; June 24, 1977; August 8, 1980; May 10, 1995).

Article VIII

SECRETARY AND TREASURER

The Secretary shall have charge of the minutes, correspondence and records of the Association, shall keep a record of the proceedings of the Association, and of its Board of Directors, and shall perform other duties as requested (amended April 27, 1994; June 3, 2009).

The Treasurer shall oversee the financial affairs of the Association in cooperation with the President and Executive Director, monitor all expenditures and financial reports and provide quarterly and annual fiscal summaries of the Association's finances. (amended May 9, 1991; June 3, 2009).

Article IX

BOARD OF DIRECTORS

1. The Board of Directors shall consist of the President, President-Elect, Secretary, Treasurer, Immediate past President, and four members to be elected at large; such members to be elected in the same manner as are the officers of the Association. Members at large shall be Voting Members of the Association and shall not serve more than two elected consecutive terms (amended June 6, 1969; June 14, 1979; May 6, 1987; May 9, 1991; May 10, 1995; June 3, 2009).

2. The duties of the Board of Directors shall be to propose policies for the approval of the membership; to refer appropriate actions to the Association of State and Territorial Health Officials; to determine the eligibility of all candidates for membership in the Association; to authorize the appointment of committees; to plan the procurement of funds and direct the disbursement thereof; to take title to any property in and for the Association; to advise on the preparation of programs; to establish the dates of all meetings of the Association; and to act for and represent the Association between meetings (amended June 16, 1972; June 24, 1977; June 14, 1979; April 27, 1994; June 3, 2009).

3. Five members of the Board of Directors shall constitute a quorum for holding meetings and transacting business, except as provided in Article X. (amended June 3, 2009)

Article X

VACANCIES

Vacancies in the Board of Directors shall be filled by the majority agreement of the remaining members of the Board of Directors, except that any such vacancies that occur within four months of the next annual meeting of the Association shall be filled by a vote of the Voting Membership at the next annual meeting. The filling of a vacancy by the Board of Directors or by the vote of the Voting Membership shall not constitute an elected term (amended June 24, 1977; June 14, 1979; May 6, 1987; May 10, 1995).

Article XI

QUORUM

A quorum of the Association shall consist of at least 50 Voting Members representing at least one-half of the Agencies that have paid dues as specified in Article XIV (amended June 14, 1979; May 10, 1995).

Article XII

MEETINGS

It is the intent of the Association that there shall be at least one national meeting of the Association open to all members, which shall be held each year at a place and at a time designated by the Board of Directors. Special meetings or special sessions of a meeting open to Voting Members only may be called by a majority vote of the Board of Directors. (amended June 16, 1972; June 24, 1977; April 27, 1994; May 10, 1995).

Article XIII

VOTING PRIVILEGES

In votes by the membership, each Voting Member shall be entitled to one vote provided the Agency Designated Membership dues and Additional Individual Membership dues have been paid as specified in Article XIV (amended June 8, 1978; June 14, 1979; May 10, 1995).

Article XIV

DUES

Dues for each kind of membership shall be set by the Board of Directors subject to approval by the membership. Dues shall be payable annually on January 1; provided, if a member has not paid the annual membership dues, that member shall be denied all voting privileges until such annual dues are paid (amended June 15, 1964; June 14, 1979; August 8, 1980).

Article XV

FUNDS

The Association shall have authority to solicit and receive funds. All moneys received by the Association shall be deposited to the account of the Association. The Board of Directors shall develop an annual budget which shall be presented to the membership for review at the annual meeting prior the commencement of the applicable fiscal year. The Board of Directors shall finalize the budget before the commencement of the applicable fiscal year taking into account any new information obtained after the annual meeting. (amended July 20, 1983; May 9, 1991; June 3, 2009).

Article XVI

COMMITTEES

1. Standing Committees. The Standing Committees of the Association shall be an Audit Committee , a By-Laws Committee, a Program Committee and a Nominating Committee. With the exception of the Program Committee and the Nominating Committee, members on the Standing Committees shall be appointed for a term of two years by the President upon taking office. The Program Committee shall be chaired and appointed by the President-Elect and must have representation from all areas of interest of the membership including public health statistics, public health information systems and vital records registration. The Nominating Committee shall be chaired and appointed by the Immediate Past President (amended May 10, 1995).

2. Other Committees. The President shall appoint such other committees as may be directed by the Board of Directors or by a majority vote of the Voting Membership (amended June 16, 1974; July 14, 1979; August 8, 1980; May 10, 1995).

Article XVII

AMENDMENTS

These By-Laws may be amended at the annual meeting of the Association (amended May 10, 1995).

A By-Laws amendment may be initiated by the Board of Directors or by petition of 10% of the voting membership and submitted to the Secretary, who shall send a copy of the proposed amendment to all Voting Members of the Association at least 20 days prior to the annual meeting. Any amendment proposed may be adopted by two-thirds of the Voting Members represented at the meeting casting votes in favor of the amendment (amended May 6, 1987; May 9, 1991; May 10, 1995; June 3, 2009).

Article XVIII

RULES OF ORDER

The latest edition of Roberts' Rules of Order shall govern the conduct of all meetings of the Association if such rules are not inconsistent with the By-Laws of the Association.

Article XIX

INDEMNIFICATION

Directors, officers, and other authorized employees or agents of the Corporation (Association) may be indemnified against claims of liability arising in connection with their positions or activities on behalf of the Corporation (Association) to the fullest extent permitted by law.

(Approved and adopted March 26, 1958; Amended as of June 22, 1962; June 14, 1964; June 16, 1968; June 6, 1969; June 16, 1972; June 18, 1976; June 24, 1977; June 9, 1978, June 14, 1979; August 8, 1980; July 28, 1982; July 20, 1983; May 6, 1987; May 4, 1989; May 9, 1991; April 27, 1994; May 10, 1995; June 5, 1996; May 22, 1997; June 6, 2007; June 3, 2009. Article XIX was approved June 28, 2000; Article XVII "Regions" was rescinded June 16, 1972 and deleted with subsequent renumbering June 14, 1979)