How do I join the KPA?
Annual Membership is open to individuals and organizations interested in promoting
optimal perinatal health throughout the Commonwealth of Kentucky. Annual
dues for individual members are only $50.00 and include registration fees
for the annual education meeting (membership runs through March).
Corporate Memberships are for annual dues of $750 (this includes registration
for three participants to attend the annual educational meeting and receive
continuing education credits.
What are benefits?
Upon joining the KPA you will become an important part of the team that is
working to insure mothers and babies have the best health care opportunities
in Kentucky. You will have the chance to network with other caregivers
across the State of Kentucky to address the concerns of perinatal health.
In addition, a quarterly newsletter will also help to keep you informed
of what is happening in the state, of regional meetings and potential
legislation that may need your attention.
What do members need to know?
The Kentucky Perinatal Association is open to health care professionals with
an interest in perinatal health and welfare. Nurses, physicians, dieticians,
social workers, home health care workers, and state government officials
in the perinatal field are among our members. We meet annually in Lake
Cumberland State Park each June, and all KPA members are invited to attend
board meeting held quarterly. Our board members work in the areas of education,
legislation, and membership areas.
Join today! Click Here For Membership Application Form
as a pdf
Bylaws Change (Passed June 2005)
Passed: that KPA Treasurer position have no automatic term limits imposed on it
to ensure continuity in the that financial position. The current term
limit in a board position is 4 terms or eight years. This applies to Treasurer
Position only.
Constitution and Bylaws
for the
Kentucky Perinatal Association
CONSTITUTION
ARTICLE I. Title
Kentucky Perinatal Association (KPA)
ARTICLE II. Incorporation
The Kentucky Perinatal Association shall be incorporated as a non-profit association within the Commonwealth of Kentucky.
ARTICLE III. Purpose and Objectives
The Kentucky Perinatal Association shall be an action group of health care providers, consumers and organizations with a common purpose toward recognition of maternal-infant health care issues and dedicated to the provision of comprehensive solutions through educational outreach and advocacy.
ARTICLE IV. Membership
Membership shall be open to all individuals and organizations interested in any aspect of Perinatal Care throughout the Commonwealth of Kentucky.
ARTICLE V. Governance
The entire management and government of the Kentucky Perinatal Association and the control and distribution of funds shall be vested in its Board of Directors, consisting of such number of individuals and elected at such time and in such manner as may be provided by the Bylaws. The term of office and function of the Board of Directors President, President Elect, Secretary, and Treasurer shall be specified by the Bylaws. All members of the Board of Directors shall, except for post-election vacancies, be elected by the membership as specified in the Bylaws.
ARTICLE VI. Finance
The Association shall be supported and maintained from funds derived from dues, donations, and other sources approved by the Board of Directors.
ARTICLE VII. Amendments
The Constitution and Bylaws may be amended at any regular or special meeting of the membership at large by a two-thirds vote of the members present. Notice of the meeting at which the proper amendment will be presented must be in writing and distributed to the entire membership at least thirty days prior to the meeting.
ARTICLE VIII. Principle Office/Headquarters
The principle office of the Kentucky Perinatal Association shall be at 121 Malabo Drive, Suite 4, Lexington, KY 40503 or as designated by the Board of Directors.
ARTICLE IX.
The Constitution and Bylaws shall become effective immediately upon adoption by the majority of the vote on June 7, 1988.
BYLAWS
ARTICLE I. Membership
Section 1. Qualifications
Any person or organization interested in Perinatal Health is eligible for membership. Each member is allowed one vote. There can be no voting by proxy. Any question regarding eligibility for membership will be referred to the Board of Directors for decision.
Section 2. Dues
Dues shall be established by the Board of Directors with the majority approval of those members in attendance at the annual meeting. Each member who has not paid dues at the beginning of each fiscal year shall be automatically terminated from the Association. Membership will automatically be reinstated upon payment of dues.
Section 3. Termination or Removal
Any member involved in conduct detrimental or harmful to the Kentucky Perinatal Association shall have his/her membership terminated upon a two-thirds vote of the entire Board of Directors. Thirty (30) days written notice of the hearing shall be given to the member by registered mail to the last known address as shown on the records of the Association. The member shall have the right to be heard by the Board of Directors as provided in these Bylaws. Dues are not refundable.
ARTICLE II. Meetings
Section 1. Annual Meetings
An annual meeting of this association shall be held at such time and place as decided by the Board of Directors. Written notice of the annual meeting shall be given to the membership at their last known address at least thirty (30) days in advance of such meeting. The annual meeting shall include reports of the financial condition and operations of the Association, election of Officers and Board of Directors, and such business as shall come before the meeting.
Section 2. Special Meetings
The President, upon request of a majority of the Board of Directors, may call special meetings upon giving notice to the membership, not less than thirty (30) days in advance of such meetings and specifying the purposes of the meeting.
Section 3. Presiding Officer to Annual and/or Special Meetings
The President of the Association shall preside at all meetings of the Association, Board of Directors, and Executive Committee and shall cast the deciding vote in case of a tie.
ARTICLE III. Voting
Section 1. Eligibility
Each member as defined in Article I, Section I, must have his dues current in order to vote. Each attending member is permitted only one vote. No member may vote by proxy.
Section 2. Quorum
A. Annual Meeting: The voting members in attendance constitute a quorum.
B. Board Meetings: Fifty percent (50%) of the Board membership shall constitute
a quorum.
ARTICLE IV. Board of Directors
Section 1. Membership
A. Number: The number of the members of the Board of Directors shall be eleven (11).
B. Term of Office: Term of office shall be two (2) years.
Section 2. Composition of Board of Directors
The Board of Directors shall be composed of representatives from a geographical
diversity reflective of membership and varied occupations and interests:
Position 0. Executive Director
Position 1. President
Position 2. Secretary
Position 3. President Elect
Position 4. Treasurer
Position 5. Immediate Past President
Position 6. At Large Member
Position 7. At Large Member
Position 8. At Large Member
Position 9. At Large Member
Position 10. At Large Member
Position 11. At Large Member
Each member of the Board of Directors shall have one (1) vote, with the
President, as provided for in these Bylaws, having the deciding vote.
Section 3. Election
Election of the Board of Directors shall be at the Annual Meeting:. A slate of nominees for the at-large positions shall be presented by the Nominating Committee as provided for in these Bylaws, at the Annual Meeting. Nominations may be made from the floor with the consent of the nominee. Directors shall take office immediately after the Annual Meeting. Election to the Board of Directors will be for a two (2) year term of office. No person shall be eligible to serve more than four (4) consecutive terms in the same office. With the permitted exception of the office of Treasurer as detailed in Article VI, Section 6.
The first election of the members of the Board of Directors of this Association will be elected with staggered terms consisting of two (2) years and three (3) years. Odd number positions shall be elected to a two (2) year term of office. Even number positions will be elected to a three (3) year term.
Thereafter, all odd numbered positions will be elected during the odd year for a two (2) year term and even numbered positions will be elected during even years for a two (2) year term.
Section 4. Vacancies and/or Resignations
Any Director may resign as a Director at any time by written notice to the Association. Replacement for resignations or vacancies occurring on the Board of Directors during a term of office shall be appointed by the Board of Directors. At large vacancies will be replaced by the Board of Directors with officer vacancies to be replaced by the President.
Section 5. Removal
Any member of the Board of Directors may for cause at any Annual Meeting or Special Meeting called for that purpose be removed from offices by a two-thirds vote of the Board of Directors. Thirty (30) days written notice of the hearing shall be given to the member by registered mail to the last known address as shown on the records of the Association. The member shall have the right to be heard by the Board of Directors. A member who fails to attend three (3) successive meeting will be automatically terminated.
Section 6. Regular Meeting
The Board of Directors shall meet at least once a year or upon the call of the President.
Section 7. Special Meetings
Special meetings of the Board of Directors may be called by the President or by the Board of Directors itself with a least fifty percent (50%) of said Board. Each member of the Board of Directors shall be duly notified by mail of all such meetings at least ten (10) days in advance.Section 8. Approval of Annual Budget
The Board of Directors must approve the annual budget and the expenditures of the offices subject to the approval of the membership at the Annual Meeting. The calendar year of the Association shall be from January 1 through December 31.
ARTICLE V. Executive Committee
Section 1.
The Executive Committee shall consist of the elected officers: President, President Elect, Immediate Past President, Secretary and Treasurer.
Section 2. Management of Business
The Executive Committee shall manage the business and affairs of the Association and make all the necessary rules and regulations, not inconsistent with the law or with these Bylaws, for the management of business and guidance of the Association, its offices, employees, and designated agents of the Association.
It shall transact all necessary business, including preparation of the annual budget and presentation of budget to the Board of Directors and Membership.
Section 3. Vacancies and/or Resignations
Any Executive Committee Member may resign as a Committee Member at any time by written notice to the Association. Replacements for resignations or vacancies occurring of the Executive Committee during a term of office shall be appointed by the President.
Section 4. Meetings
The Executive Committee shall meet at least four (4) times per year upon notice of the President.
ARTICLE VI. Officers
Section 1.
The Officers of this Association shall be elected by a majority of those members at the annual meeting.
Section 2.
The term of office for all officers of this Association shall be two (2) years. It is understood that the President Elect will automatically assume the position of President in the third year.
Section 3. President
The President shall preside at all meetings of the Association, Board of Directors, and the Executive Committee. The President shall perform such other duties as may be prescribed in these Bylaws or assigned to him/her either by the Association, the Board of Directors, or the Executive Committee. The President shall coordinate the work of the Officers and the Committees so that the objectives and policies of this Association are maintained and promoted. The President's term of office shall be two (2) years.Section 4. President Elect
The President Elect shall act as an aide to the President and shall perform the duties of the President of that officer is either absent or unable to serve. The President Elect's term shall be two (2) years. It is understood that the President Elect will automatically assume the position of President in the third year.Section 5. Secretary
The Secretary shall keep a record of all the minutes of all meetings of the Association, Board of Directors, and Executive Committee and shall perform all of the duties delegated to that office, including disseminating copies of minutes to the Executive Committee, Board of Directors, and Standing Committee Chairpersons. The Secretary's term shall be three (3) years for the first term and then two (2) years for following terms.
Section 6. Treasurer
The Treasurer shall receive all monies of the Association, keep an accurate record of all receipts and expenditures, and payout all funds approved by the Association or Executive Committee. The Treasurer shall present a financial statement when requested to do so by the Executive Committee or Board of Directors and shall give a full financial report to the membership at large at its Annual Meeting. The Treasurer's financial record shall be reviewed by the Finance Committee, as provided for in these Bylaws, prior to the Annual Meeting. The Treasurer shall be responsible for filing appropriate tax forms. The Treasurer's term of office shall be two (2) years as agreed to by treasurer and KPA Board and not subject to limited number of years.
Section 7. Executive Director
The Executive Director shall be employed by the Board of Directors under the provisions of a contract to be mutually determined by and agreed upon by the Board of Directors and the Executive Director. This position shall be considered separate from both the Executive Committee and the Board of Directors. The Executive Director, under provisions of abovementioned contract, may assist various Officers of the Executive Committee in the day-to-day functioning of the organization. Position responsibilities, expectations, remuneration and termination shall be detailed in the Executive Director’s contract as determined by the Executive Committee. This position is not subject to automatic term limits as in the case of most Officers.
ARTICLE VII. Committees
Section 1. Standing Committees
There shall be the following Standing Committees:
- Finance Committee (Treasurer will serve as Chairperson),
- Public Information/Education/Program Committee (President Elect will serve as Chairperson),
- Legislative Committee,
- Nominations Committee (President will serve as Chairperson and shall appoint three (3) members at his/her discretion to serve),
- Membership Committee (Secretary will serve as Chairperson).
Standing Committee Chairpersons shall be elected by Committee Membership. The duties of all committees shall be defined by the Executive Committee. Committee membership shall be open to membership of the organization.
Section 2. Special Committees
The President or Executive Committee may appoint other committees as needed.
ARTICLE VIII. Miscellaneous
Section 1. Amendments
These Bylaws and Articles of Incorporation may be amended by any Annual or Special Meeting of the Association by two-thirds vote of the members present. Notice of the proposed amendment must be presented in writing and distributed to the entire membership at least thirty (30) days prior to the meeting at which time it is to be considered.
Section 2. Fiscal Year/Dues Year
The Fiscal Year and the Dues Year of the Association shall be from January 1 to December 31.
Section 3. Checks, Drafts and Documents
All checks, drafts, or demands for money and notes of the Association shall be signed by two (2) members of the Executive Committee. The President of the Association may in any instance designate the person who shall have authority to execute any contracts or covenants on behalf of the Association or may ratify or confirm any execution.
Section 4. Funding
The Executive Committee shall approve any proposed Perinatal Program which would utilize Kentucky Perinatal Association funds. In addition, evaluation of the program at completion and other designated times may be required by the Executive Committee.
Section 5. Bonds of Employees
The Board of Directors may require that all appropriate officers, agents and employees charge by the Association responsibility for the custody of any of its funds or property provide a fidelity bond in such sum as the Board of Directors shall determine. Such bond shall be furnished by a responsible bonding company or other surety satisfactory to the Board of Directors and the cost thereof shall be paid by the Association.
Adopted by the Membership of the Kentucky Perinatal Association on June 7, 1988.
History of Amendments to the Constitution and Bylaws:
Bylaws passed June 20, 2000: renumbered Board of Director Positions.
Article IV, Section 2: added:
Position 0. Executive Director
Article IV, Section 3: added
with the permitted exception of the office of Treasurer
as detailed in Article VI, Section 6.
Article VI, Section 6: added:
and shall not be necessarily subject to any term
of office limits upon the mutual agreement of the board of directors and the Treasurer
