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ARTICLE I: Name Section 1. The name of this State Assembly is the Tennessee State Assembly of the Association of Surgical Technologists, hereinafter referred to as the “State Assembly,” a State Assembly of the Association of Surgical Technologists, Inc, hereinafter referred to as “AST.” The State Assembly is comprised of the state(s) of Tennessee. ARTICLE II: Purposes Section 1. The purposes of the State Assembly are the following: A. To study, discuss, and exchange professional knowl-edge, expertise, and ideas in the field of surgical technology. B. To promote a high standard of surgical technology performance for quality patient care. C. To stimulate interest in continuing education for surgical technologists. D. To encourage employment of certified surgical technologists through cooperative efforts with other professional health care organizations and individu-als. E. To promote and maintain communication and coop-erative relationships with other professional health care organizations. F. To explore and encourage the diversified roles of the certified surgical technologist, hereinafter referred to as the “CST.” ARTICLE III: Membership Section 1. Definition. A. A surgical technologist is an allied health profes-sional who possesses expertise in the theory and application of sterile and aseptic techniques and who combines knowledge of human anatomy, surgi-cal procedures, and the implementation tools and technologies to facilitate a physician's performance of invasive therapeutic and diagnostic procedures. B. A member of the State Assembly must be a member of AST. C.A member of the State Assembly may be a member residing in the state or a member who does not reside in the state but has indicated to AST that the member chooses to be a member of the State Assembly. Section 2. Classification A. Active Member l. One who has passed the national certifying examination and maintains certification currency as defined by the National Board of Surgical Technology and Surgical Assisting, hereinafter referred to as the “NBSTSA.” 2. Active members have voice and vote. B. Associate Member 1. One who has passed the national certifying examination and not maintained certification currency as defined by the NBSTSA. 2. One who has proof of either having completed or being currently enrolled as a student in a Commission on Accreditation of Allied Health Education Program (hereinafter referred to as “CAAHEP”)-accredited surgical technology pro-gram or its equivalent. 3. One who can provide notarized documentation from her/his employer that she/he is employed as a surgical technologist. 4. One whose primary source of employment is teaching in a CAAHEP-accredited surgical tech-nology program or its equivalent. 5. Associate members (numbers 1 through 4) have voice but no vote. C. Affiliate Member l. Any individual or organization that wishes to affiliate with AST and is approved by the Board of Directors as defined in the AST Policy Manual. 2. Affiliate members have voice but no vote. D. Retired Member 1. One who provides proof of reaching age 65 or provides proof of permanent disability resulting in an inability to work. 2.Voice and/or vote for a retired member will be based on the criteria in subsections A, B, or C of this section. E. Honorary Member 1. One who has served as a President of AST. 2. One who has rendered notable service to AST and is approved by the House of Delegates upon recommendation of the Board of Directors. 3. Voice and/or vote for an honorary member shall be based on the criteria in subsections A, B, or C of this section. Section 3. Dues A. A combined dues amount for national and State Assembly dues (“unified dues”) shall be established by the House of Delegates, paid according to estab-lished procedure, and maintained by AST. B. National and State Assembly dues may not be col-lected by any other entity other than AST. C. Membership benefits shall begin upon receipt of national and State Assembly dues at AST. D. A member whose national and State Assembly dues are not received at AST within thirty days from the renewal date shall be delinquent and forfeit all mem-bership privileges. Reinstatement shall be effective upon payment of dues. E. Dues for student members and retired members shall be fifty percent of the established annual dues. F. Annual dues shall be waived for honorary members. ARTICLE IV: Finance Section 1. Fiscal Year. The fiscal year shall be the calendar year. Section 2. Budget. The state assembly shall adopt an annual budget. The budget shall be filed with AST by January 31 of each year. Section 3. Financial disclosure. The state assembly shall prepare a minimum of 2 sets of financial state-ments each year. The minimum 2 sets of statements will report year to date activity for January 1—June 30 and January 1—December 31. The statements will be filed with AST and be available to all members of the state assembly. Section 4. Examination of financial statements. The year end financial statements of the state assembly shall be examined by an independent auditor or a third party otherwise acceptable to AST. The level of examination (compilation, review, or audit) shall be determined by the AST Policy Manual. Section 5. Insurance. The officers and directors of the state assembly shall have adequate directors and officers liability insurance coverage as determined by AST. Section 6. Check Signing. Authorization for signing checks and the amount shall be defined in the State Assembly Policy Manual. ARTICLE V: Nominations and Elections Section 1. Nominations A. No less than 30 days prior to the elections, each potential candidate will be required to present to the Credentials Committee a written curriculum vitae and a consent to serve. All nominees who meet the qualifications for office shall be eligible for election. B. No less than 30 days prior to the elections, the Credentials Committee shall present a list of candidates for each office to be filled at the elections via a State Assembly mailing/publication/web site distributed to the entire State Assembly membership. C. Nominations may also be made from the floor provided written consent of the nominees has been obtained in advance and their credentials have been verified by the Credentials Committee. The Credentials Committee will meet the morning of or immediately before the start of the State Assembly business meeting to accept curriculum vitae and consent to serves and determine the eligibility of candidates who will be nominated from the floor. D. A member holding an elective position may not be nominated for another position for which the term would begin before expiration of the term of the current position unless the member resigns from her/his current elective position. E. A member employed by AST shall not be nominated for a State Assembly elected position. Section 2. Elections A. Elections shall be held in the state by ballot at the Annual Meeting. B. Election of officers shall be by a majority vote. In the event a second ballot is needed to establish a majority, the two candidates receiving the highest number of votes shall be placed on the second ballot. C. Election of Directors shall be by plurality vote. In the case of a tie, a decision shall be by ballot between the tied candidates and plurality shall elect. In the event of a second tie, a decision shall be by lot. D. A Tellers Committee shall be appointed by the President with due regard to geographic distri-bution. E. The President, Vice President, Treasurer and two Directors shall be elected in odd-numbered years. The Secretary and three Directors shall be elected in even-numbered years. ARTICLE VI: Officers Section 1. The officers of the State Assembly shall be the following: President, Vice President, Secretary, and Treasurer or Secretary/Treasurer. Section 2. Eligibility of Officers A. A candidate shall have been an active member for one year immediately preceding nomination and, if elected, shall maintain that active status. Other than submitting the required curriculum vitae and consent to serve, one year of active membership in the state assembly is the only eligibility criteria that will be considered by the Credentials Committee. B. A candidate for the office of president shall have served at least one full term as a director or officer during the previous six years on the Board of Directors. Other than submitting the required curriculum vitae and consent to serve, one year of active membership in the state assembly and confirmation of a previous term on the Board of Directors are the only eligibility criteria that will be considered by the Credentials Committee. Section 3. Term of Office of Officers A. The Vice President shall serve for a term of two years or until a successor has been elected. The President shall serve for a term of two years or until a successor is elected. B. The Secretary and Treasurer (or Secretary/ Treasurer) shall serve for a term of two years or until their successors have been elected. C. All newly elected officers shall assume office at the close of the elections. D. No officer may serve more than two full terms in the same office. E. Any amount of time served that equals more than half a term shall be considered a full term of office. Section 4. Duties of Officers A. The President or her/his designee selected from the remaining officers and directors shall be the official representative of the State Assembly at all times and places. B. The officers shall perform the duties prescribed by these Bylaws, the State Assembly Policy Manual, and Robert's Rules of Order Newly Revised. Section 5. Vacancies of Officers A. A vacancy occurring in the office of President shall be automatically filled by the Vice President. B. A vacancy occurring in the office of Vice President shall be filled by the State Assembly Board of Directors from among the Board members. C. In the event there is a vacancy in both the offices of President and Vice President, both offices shall be filled by the State Assembly Board of Directors from among the Board members. Both offices shall then be elected at the next Annual Meeting. D. A vacancy occurring in the office of Secretary or Treasurer (or Secretary/Treasurer) between Annual Meetings shall be filled for the unexpired term by the State Assembly Board of Directors. Section 6. Within ten days following the completion of a term or a resignation, the respective officer shall transmit to the successor all State Assembly records and property of that officer. ARTICLE VII: Meetings Section 1. The State Assembly shall meet annually and that meeting shall be known as the Annual Meeting, the date and place of which shall be determined by the State Assembly Board of Directors. Section 2. The voting body for the Annual Meeting shall be the active members of the State Assembly. Voting by active members shall be in person and each active member will be entitled to one vote. Section 3. Business Meetings A. There shall be a minimum of one business meeting at each Annual Meeting. B. Sixty days written notice shall be given via a State Assembly mailing/publication distributed to the entire State Assembly membership of the time, place, and business to be considered at the meet-ing. C. Business meetings shall be open to AST members in the State Assembly. Every member shall have voice, but only active members may make motions and vote. D. The quorum requirement for states with less than 50 active members is 3 active members, states with 50-100 active members is 5 members and states with over 100 active members a minimum of 20 members or three percent of the total active members (which ever is greater) shall constitute a quorum. E. Special Meetings 1. Special meetings of the active members may be called by two-thirds of the State Assembly Board of Directors or by two-thirds of the active members. Ninety days written notice shall be given via a State Assembly mailing/publication distributed to the entire State Assembly active membership of the time, place, and business to be considered at the special meeting. Section 4. Delegate representation to the AST Annual National Conference A. The state assembly shall be entitled to six delegates/ alternates, provided the assembly is in good standing as defined in the AST Policy Manual. B. Delegates and alternates shall be active members elected by the state assembly. C. The names shall be submitted to national headquar-ters at least sixty days prior to the national confer-ence. Any forms received after that deadline must be presented during designated hours at the national conference. ARTICLE VIII: State Assembly Board of Directors Section 1. The State Assembly Board Of Directors shall consist of the officers and five other elected Directors. Section 2. Eligibility of Directors A. A candidate for the State Assembly Board of Directors shall have been an active member for one year immediately preceding nomination and if elected, shall maintain that active status. Other than submitting the required curriculum vitae and consent to serve, one year of active membership in the state assembly is the only eligibility criteria that will be considered by the Credentials Committee. Section 3. Term of Office of Directors A. Directors shall serve for a term of two years or until their successors have been elected. B. All newly elected Directors shall assume office at the close of the business meeting at the Annual Meeting. C. No Director may serve more than two full terms in the same office. D. Any amount of time served that equals more than half a term shall be considered a full term of office. Section 4. Vacancies of Directors A. Vacancies for Directors occurring between Annual Meetings shall be filled for the unexpired term by the State Assembly Board of Directors. Section 5. Duties of the Board of Directors Directors shall have the following duties: A. Read and review the State Assembly's Bylaws annually and any other materials as directed by AST. B. Have the authority to transact business between meetings of the active members. C. Formulate policies and procedures to be included in the State Assembly Policy Manual. No state assembly policy or procedure may supersede or take precedence over the state assembly bylaws. D. Foster the growth and development of the State Assembly. E. Have the authority to establish State Assembly Board of Directors standing committees, the compo-sition and duties of which shall be stated in the State Assembly Policy Manual. F. Review all committee reports and determine action to be taken. G. Submit a written report to the active members for all State Assembly Board of Directors' activities. H. Authorize the awarding of all contracts. I. Authorize the exclusive use of the official insignia of the State Assembly. J. Fulfill any other duties as specified in these Bylaws. Section 6. Meetings of the State Assembly Board of Directors A. The State Assembly Board of Directors shall hold at least two meetings per year. B. Special meetings may be called by the President or upon written request of three members of the State Assembly Board of Directors. Written or electronic notice of such a special meeting shall be sent at least thirty days prior to the meeting unless waived by a majority vote of the State Assembly Board of Directors. C. Five members of the State Assembly Board of Directors, at least two of whom are officers, shall constitute a quorum of the State Assembly Board of Directors. D. Minutes of all State Assembly Board of Directors' meetings shall be maintained and available for inspection upon request. Section 7. Voting by the State Assembly Board of Directors shall be by either voice, mail ballot, telephone conference call, fax, or any other form of electronic transmission which complies with state law. ARTICLE IX: Committees Section 1. Standing Committees A. The standing committees shall be Bylaws, Resolutions, and Parliamentary Procedure; Education and Standards of Practice; and Government and Public Affairs and shall be appointed by the President with the approval of the State Assembly Board of Directors. B. With the approval of the President, standing committees may appoint special committees. C. Committee term 1 .Committee members may serve for a term of three years, with a maximum of two terms on the same committee. 2. All newly appointed committee members shall assume their appointed positions at the close of the final business session at the national conference. 3.Any amount of time served that equals more than half a term shall be considered a full committee term. D. Duties. The duties and composition of these committees shall be as stated in the State Assembly Policy Manual. Section 2. Special Committees A. A special committee may be appointed by the President, as the need arises, to carry out a specified task, at the completion of which it ceases to exist. B. Guidelines for such committees shall be as stated in the State Assembly Policy Manual. Section 3. Eligibility of Committee Members A. Members of the Bylaws, Resolutions, and Parliamentary Procedure Committee shall have active membership status in AST. B. Members of the Education and Standards of Practice Committee shall have active or asso-ciate AST membership status. C. The Government and Public Affairs Committee and special committees may include active, associate, or affiliate members of AST or non-members. D. Committee members may be removed by the State Assembly Board of Directors based on failure to perform, as defined in the AST Policy Manual. Section 4. The President shall be an ex-officio member of all committees. ARTICLE X: Official Publication Section 1. The official publication of the State Assembly shall be _____________________ (name of publication) and it shall be mailed to each member of the State Assembly. ARTICLE XI: Parliamentary Authority Section 1. The latest edition of Robert's Rules of Order Newly Revised shall govern the State Assembly in all cases not covered by these Bylaws. ARTICLE XII: Amendments Section 1. The active members attending the Annual Meeting may amend the State Assembly Bylaws every two years provided a quorum is present. A. All proposed amendments shall be submitted to the State Assembly Board of Directors by the end of the preceding year and to all State Assembly members via a State Assembly mailing/publication at least ninety days prior to the Annual Meeting at which they will be voted upon. B. The State Assembly Board of Directors may declare an extraordinary need and present a previously unpublished amendment for consideration at the Annual Meeting, provided that such amendment shall be voted upon and gain approval by a quorum. C. All proposed amendments must be submitted to National for approval after being passed. Section 2. In intervening years, the State Assembly Board of Directors may declare an emergency situation and present an amendment for consideration provided that such amendment shall be voted upon and gain approval by a quorum of the members. The Board of Directors may adopt bylaws to be in confirmation with AST requirements without a vote of the membership. Section 3. Amendments to the national AST bylaws which are applicable to the State Assembly shall be incorporated into the State Assembly's Bylaws immedi-ately upon adoption by National. Section 4. State Assembly amendments shall not be in conflict with AST bylaws . ARTICLE XIII: Dissolution Section 1. In the event of the dissolution of the State Assembly, all State Assembly assets shall be assigned to the AST National Treasury. None of the funds shall inure to the benefit of individual members. Section 2. In the event of the dissolution of the State Assembly, the State Assembly Charter document must be returned to AST. 11/15/07 | ||