ARTICLE I
Section 1. Name. The name of this professional organization is the Pacific West Sterile Processing Association, hereinafter referred to as the “Association.” The Pacific West Sterile Processing Association shall be a Multi-State Chapter of the Healthcare Sterile Processing Association (aka HSPA).
ARTICLE II
BUSINESS OFFICE
Section 1. Business Office.
The Association is incorporated in the State of California and the principal business/headquarters shall be located in the state of California. The Association shall maintain in the state of California a registered office and a registered agent at such office and may have other offices within or without the State
ARTICLE III
PURPOSE
Section 1. Purpose.
The purpose of this Association shall be to provide members of the Association and healthcare facilities with educational opportunities, professional development, and conduct programs consistent with the objectives and bylaws of HSPA. Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purpose of this corporation.
ARTICLE IV
MEMBERSHIP
Section 1. Categories of Membership.
A. Active Membership.
1. Active members shall be those who are directly involved in or directly provide support to sterile processing and/or distribution of instrumentation, medical supplies, and/or equipment in a healthcare setting.
2. Active members may serve on committees, councils, or task forces as appointed. Active members are entitled to one (1) vote on each issue submitted to a vote of the membership and may hold office in the Association after having met qualifications identified in Article V, Section 3.
B. Associate Membership.
1. Associate members shall be those persons determined by virtue of their occupation to have an allied relationship with the Sterile Processing profession and related fields.
2. Associate members may serve on committees, councils, or task forces as appointed. Associate members are entitled to one (1) vote on each issue submitted to a vote of the membership, but shall not serve as an officer, member of the Board of Directors or a committee, council, or task force chairperson.
C. Non-Voting Memberships.
1. Emeritus Membership. Emeritus membership may be conferred by the Association upon individuals who have been members in good standing of the Association for at least five (5) years, and who have inactive status, and have rendered outstanding service to the Association. Fees and dues may be waived as determined by the Board of Directors of the Association. Emeritus members may not vote or serve as an officer, member of the Board of Directors or a committee, council, or task force chairperson.
2. Other Non-Voting Memberships. The Board of Directors may have the authority to establish and define other non-voting categories of membership.
D. Determination of Membership status.
In cases where the appropriate categorization of Membership (Active or Associate) is unclear, a determination shall be made upon review by the PWSPA Board of Directors. The decision shall be communicated to the member.
Section 2. Dues. The Board of Directors shall determine the annual membership dues.
Section 3. Disciplinary Procedures. Any member may be suspended or removed for cause according to the Association’s Policies and Procedures Manual.
ARTICLE V
OFFICERS, BOARD MEMBERS AND ADVISORS
Section 1. Officers. The Executive Officers of this Association are the President, President-Elect, Secretary/Treasurer, Immediate Past President, and Executive Director, as an ex-officio member.
President. The President shall be the official representative of the Association and shall preside at meetings of the Association and of the Board of Directors. The President shall:
1. President shall hold office for one calendar year with a start date as described in Article VII, Section I, Sub-Section C. Presidential term can be extended one additional calendar term "if" no existing chain of command exists at time of term end and/or no viable candidate is running for the position.
2. Appoint all committee, councils, and task force members as approved by the Board of Directors except the Nominating Committee.
3. Serves as an ex-officio member of all committees except for the Nominating Committee.
4. Perform such other duties as are necessarily incident to the office of President.
President-Elect. The President-Elect shall observe, assist, and consult with the President. The President-Elect facilitates continuity in transition to the office of the President. In the absence of the President, the President- Elect shall preside over meetings of the Board of Directors.
Secretary/Treasurer. The positions of Secretary and Treasurer may be combined to be filled by one Active Member. The Secretary/Treasurer shall be appointed by the President with approval of a 2/3 majority of the Board. The Secretary / Treasurer shall:
1. Minutes of Meetings. Meetings minutes of the Association will be taken by the Secretary/Treasurer or designee with final review by the Secretary/Treasurer before distribution to the Board of Directors.
2. Fiscal Affairs. Conducts financial transactions, monitors the fiscal affairs of the Association, and provides reports to the Board of Directors. Submit records to auditors as directed by the local chapter’s board. Maintain a balanced checkbook and proof of receipts, bills, bank statements, and other financial records. Develop reports of receipts, advertisements, assets, liabilities, and cash balances.
3. Performs such other duties as may be delegated by the President.
Executive Director.
4. Employee. The Executive Director is an employee of the Association accountable to the Board of Directors and given the
authority to administer the Association according to policies established by the Board of Directors.
5. Responsibility. The Executive Director is responsible for the day-to-day operations of the organization which supports the management of committees, councils, task forces, staff and independent consultants as well as developing business plans in collaboration with the Board of Directors.
6. Voting Power. The Executive Director shall be a non-voting member of the Board of Directors.
Immediate Past President.
7. The Immediate Past President shall observe, assist, and consult with the Board of Directors in the continuity of the Association.
8. The Immediate Past President shall be a voting member of the Board of Directors.
Regional Directors.
9. Regional Directors is a Board of Director member that manages duties and tasks of the Association within a specific geographic region as directed by the Executive Board or Board of Directors.
10. The Regional Director shall be a voting member of the Board of Directors.
11. Each Regional Director must live in and/or work in the geographical region they are elected to.
Members At Large.
12. Members At Large is a Board of Director member that assists Regional Directors within their geographical region and / or whose duties and responsibilities are not fixed but instead vary according to the needs of the association and as directed by the other officers of the board.
13. The Members At Large shall be a voting member of the Board of Directors.
14. Each Member At Large must live in and/or work in the geographical region they are elected to.
Special Advisors.
15. Special Advisors to the Association will be members of the Board of Directors and work in a specialized supporting role to the Association in their area of expertise, e.g., "Sterile Processing Leader, Infection Prevention, Healthcare Professional, etc." Duties of Special Advisors include, but are not limited to, assisting, and advising in their specialty in relation to the scope of practice according to the bylaws of the Association.
16. The Special Advisor shall be a voting member of the Board of Directors.
Section 2. Board of Directors. The Board of Directors consists of the Executive Officers, elected Regional Directors, and Members At Large. The Board of Directors of the Association shall:
Policies. Establish policies governing the affairs of the Association, as well as rules and regulations necessary to carry out the functions and intent of these bylaws.
Manage. Have the authority, and responsibility to manage the affairs of the Association.
Voting. Each member of the Board of Directors shall be a voting member of the Board of Directors and shall have one (1) vote on matters put before it for decisions except for the Executive Director, who shall not be a voting member of the Board of Directors.
Qualification. Each member of the Board of Directors shall be an active member of the Association in good standing.
Section 3. Eligibility. Each elected member of the Board of Directors shall be subject to the following minimum qualifications while serving on the Board of Directors:
Membership in Association. Each member of the Board of Directors must be an active member of the Association and HSPA in good standing for a minimum of one (1) calendar year and must maintain that status throughout his/her term of office; and
Employment Requirement. Each member of the Board of Directors must be employed in an operational capacity in the Healthcare field with a vested interest in Sterile Processing or in a non-sales role with a known medical company; and
Certification Requirement. Each member of the Board of Directors must hold and maintain Sterile Processing certification throughout his/her term of office, (variances are subject to Board approval).
President-Elect. For the office of President-Elect, a candidate must have served on the Board of Directors prior to running for the position. Candidates must be in good standing with PWSPA to be considered for the position.
ARTICLE VI
GEOGRAPHICAL REGIONS
Section 1. Geographical definitions.
A. Geographical District. Geographical District is described as a territorial division or section for administrative purposes.
B. Geographical Region. A Geographical Region is defined as a geographical area with a contiguous boundary that may enclose a portion of any county and / or counties, or other areas outside of California, Nevada, Hawai’i or Arizona.
C. PWSPA Districts and Regions by State Counties.
Northern District
Region 1 – Northern California
Alameda, Amador, Butte, Colusa, Contra Costa, Del Norte, El Dorado, Glenn,
Humboldt, Lake, Lassen, Marin, Mendocino, Modoc, Napa, Nevada, Placer, Plumas,
Sacramento, San Francisco, San Mateo, Shasta, Sierra, Siskiyou, Solana, Sonoma,
Sutter, Tehama, Trinity, Yolo, Yuba.
Region 2 – Central California
Alpine, Butte, Calaveras, Fresno, Inyo, Kings, Madera, Mariposa, Merced, Mono,
Monterey, San Benito, Santa Clara, Santa Cruz, San Joaquin, Stanislaus, Tulare, Tuolumne
Southern District
Region 3 – Coastal California
Kern, Los Angeles, Orange, Santa Barbara, San Luis Obispo, Ventura.
Region 4 – Southern California
Imperial, Riverside, San Bernardino, San Diego.
Northeast District
Region 5 – Nevada
Carson City, Churchill, Clark, Douglas, Elko, Esmeralda, Eureka, Humboldt, Lander,
Lincoln, Lyon, Mineral, Nye, Pershing, Storey, Washoe, White Pine.
Region 6 - "Any Other State"
Shall consist of any members outside of the geographical regions described as the State of California, State of Nevada, State of Hawaii, or State of Arizona.
Western District
Region 7 – Hawaii
Hawaii, Honolulu, Kalawao, Kauai, Maui.
ARTICLE VII
ELECTIONS & TERMS, REMOVAL, VACANCIES
Section 1. Elections & Terms.
A. Elections Process. The elections process shall be conducted according to the
Association’s Policies and Procedures Manual approved by the Board of Directors.
B. Board of Directors. The Board of Directors of the Association shall be elected by the membership by a simple majority of the members voting.
C. Terms. Each Region will have two Directors who are elected to serve two-year terms. One Director from each Region shall be elected in even-numbered years, and one Director shall be elected in odd-numbered years. Officers and Directors shall assume office at the end of the Annual Conference or by July 31st of that year.
Section 2. Vacancies
- The President will fill vacant Board positions with approval by a majority of the Board.
- Appointed Board members will serve out the remainder of the elected position’s term.
- In the event both positions for Region Director are vacant, the President will fill vacant positions with approval by a majority of the Board, subject to the same conditions outlined above.
- Any vacancy in the office of President-Elect because of death, resignation, removal, disqualification, or otherwise, shall be filled for the unexpired portion of the term in accordance with the Association’s Policies and Procedures Manual.
Section 3. Removal
1. Any member of the Board of Directors may be removed in the manner prescribed by applicable statute for cause including malfeasance of office, violation of Association bylaws, Association’s Policies and Procedures Manual or any other conduct obstructing the purpose, objectives, or interest of the Association.
2. Any vacancy in the office of President-Elect because of death, resignation, removal, disqualification, or otherwise, shall be filled for the unexpired portion of the term in accordance with the Association’s Policies and Procedures Manual.
ARTICLE VIII
MEETINGS OF MEMBERS
Section 1. Annual Meeting. One meeting of the membership shall be held annually at a time and place that shall be determined by the Board of Directors.
Section 2. Special Meeting. Special meetings of the membership or Board of Directors may be called by the President or any member of the Board of Directors and at the time and place that shall be determined by the Board of Directors.
Section 3. Notice of Meetings. Members shall receive at least ten days written notice of annual meetings or special meetings. Written notice shall include electronic communications.
Section 4. Quorum. The voting members present at the annual meeting or special meetings constitutes a quorum. The majority of voting members of the Board of Directors present at any Board meeting constitutes a quorum.
Section 5. Electronic Attendance at Meetings.
1. Attendance. The Board of Directors may permit any or all directors to participate in any meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is considered to be present in person at the meeting.
2. Exception. Attendance via a teleconference telephone or similar means of electronic communication shall not include the annual Member Meeting or the annual Board of Directors Meeting, unless preapproved by the President.
3. Absences. All excused absences must be sent to the President (or President - Elect or Executive Director if President not available) with approval no later than 48 hours of any or all meetings. Any Board Member who misses more than 25% of annual meetings, that are not approved MAY be removed from a Board of Director position upon approval from Board of Directors. Vacancy of position will refer to Article VII, Section 2 and / or Section 3.
ARTICLE IX
COMMITTEES, COUNCILS, TASK FORCES
Section 1. Establishment. The Board of Directors may establish committees, councils, or task forces to facilitate the Association’s mission and strategic plan
Section 2. Authority. Committees, councils, or task forces shall only have such authority as delegated to it by the Board of Directors.
Section 3. Quorum. A simple majority of the members of the committees, councils or task forces shall constitute a quorum.
Section 4. Vacancies. Vacancies are filled as set forth in the Association’s Policies and Procedures Manual.
Section 5. Nominating Committee.
- Nominating Committee. The Board of Directors shall elect a Nominating Committee chairperson. The Nominating Committee chairperson shall select at least three active members to serve on the Nominating Committee, who will be approved and ratified by the Chapter Committee working in accordance with the Association’s Policies and Procedures Manual.
- Immediate Past President. The Immediate Past President shall become a voting member of the committee for a term of one (1) year following the term of office as President. If the Immediate Past President is unable to serve, a former Past President in good standing with the Association will be appointed by the committee.
Section 6. Bylaws Committee.
A. Purpose. The Bylaws Committee provides for the establishment, revision, or dissolution of sections of these bylaws. The Bylaws Committee shall review these bylaws at least once a year. The Bylaws Committee may suggest changes to the bylaws to the Board of Directors.
- Composition. The Bylaws Committee shall consist of at least three (3) active members of the Association.
- Changes to the Bylaws. Members may suggest changes to the bylaws which shall be submitted to the Bylaws Committee for review. Once the suggested changes have been reviewed, the Bylaws Committee shall forward their analysis to the Board of Directors. The Board of Directors shall vote to approve or disapprove of the suggested bylaws changes. If the Board of Directors approve the suggested bylaws changes, then the bylaws are voted on by the membership of the Association.
Section 7. Other Committees. Other committees shall be assigned as the Board deems appropriate.
ARTICLE X
VOTING
Section 1. Voting. The following shall constitute voting parameters for the Board of Directors as defined in Article VI, Elections and Terms, Removal, Vacancies as defined in Article VII, Meetings of Members as defined in Article IX and meetings of Committees, Councils, and Task Forces as defined in Article X:
A. Simple Majority. A simple majority shall mean a majority in which the highest number of votes cast for any one candidate, issue or item exceeds the second highest number, while not constituting an absolute majority.
Section 2. Proxies. Proxies are not permitted.
ARTICLE XI
FINANCES
Section 1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December.
Section 2. Contracts. The Board of Directors may authorize any officer or officers, agent, or agents of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 3. Checks and Drafts. All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by an officer or officers, or agent or agents of the Association and in such manner as shall be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, the Secretary/Treasurer of the Association shall sign such instruments.
Section 4. Deposits. All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors or their appointee may select within 5 business days of receivership.
ARTICLE XII
WAIVER OF NOTICE
Section 1. Waiver of Notice of Meetings. Whenever any notice is required to be given under the provisions of the General Not-For-Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the Association, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice unless the person at the meeting objects to the holding of the meeting because proper notice was not given.