WISCONSIN SOCIETY FOR CARDIOVASCULAR AND PULMONARY
HEALTH AND REHABILITATION
(WISCPHR)
BYLAWS
2009
Table of Contents
ARTICLE I – Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE II – Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III – Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE IV – Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V – Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE VI – Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE VII – Fiscal Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
ARTICLE VIII – Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE IX – Parliamentary Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
ARTICLE X – Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE XI – Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE I – Name
The Wisconsin Society for Cardiovascular and Pulmonary Health and Rehabilitation hereinafter referred
to as the Society and officially abbreviated as WISCPHR, is a nonprofit benefit organization.
ARTICLE II – Purposes & Goals
The purpose and goals of this society shall be:
A. Statement of Purpose:
Recognizing that cardiovascular and pulmonary health and rehabilitation is a multi-disciplinary field, the
Society is dedicated to the improvement of clinical practice, promotion of scientific inquiry, and
advancement of education for the benefit of health care professionals and the public.
B. Goals:
1. To provide professional education through sponsorship and/or promotion of educational
conferences, scientific meetings, and publications.
2. To create and maintain a forum for information exchange and problem solving for cardiovascular
and pulmonary health and rehabilitation professionals within the state.
3. To encourage, coordinate and/or sponsor research that will enhance the understanding of
cardiovascular and pulmonary health and rehabilitation’s impact on disease processes, the health
and personal welfare of patients, and the social health care support system.
4. To promote and increase public awareness of cardiovascular and pulmonary health and
rehabilitation throughout the state.
5. To support the efforts of the national association, the American Association of Cardiovascular and
Pulmonary Rehabilitation, Inc., (AACVPR) and other organizations having similar interests to
those of this society.
6. To support the efforts of statewide standardization of care in cardiovascular and pulmonary health
and rehabilitation.
ARTICLE III -- Membership
A roll of all members shall be kept by the Board of Directors.
A. Classes and Qualifications of Members
1. Member: To be considered for membership as a Member, an individual must meet the following
minimum criteria:
a. Each member shall be any interested person of majority age who is a physician, medical
scientist, allied health care practitioner or educator.
b. Each member shall in his/her professional endeavors, be regularly involved in some
aspect of cardiovascular and/or pulmonary patient care, research or education.
2. Student Member: To be considered for membership as a Student Member, an individual must
meet the following minimum criteria:
a. Each student member shall be an undergraduate or graduate college or university
student or physician in training currently carrying the equivalent of at least one-half of an
academic load for one academic year, as defined by the university or college which the
person is attending and is studying in a medical or allied health-related curriculum; and
b. Shall have a genuine interest in cardiovascular or pulmonary health and/or rehabilitation.
3. Associate Member: To be considered for membership as an Associate Member, an individual
must meet the following minimum criteria:
a. Each Associate Member shall be any person with a genuine interest in cardiovascular
and pulmonary rehabilitation but,
b. Shall not be eligible to be a Member or Student Member.
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B. Rights, Privileges and Obligations of Membership: Members shall be entitled to all privileges of
the Society, including voting and all Society services, communications, and publications, and other such
member benefits as the Executive Committee may specify from time to time.
1. Member: Each Member shall be a voting member of the Society and shall have all rights and
privileges accorded to voting members under the Wisconsin Nonstock Corporation Act. Without
limiting the foregoing, the Voting Members shall have the following rights, privileges and obligations:
a. the right to vote on ballots or other matters submitted to the membership in accordance
with these bylaws at official Society meetings or via other means deemed appropriate by
the Board of Directors;
b. the right to attend the Annual Business and Special Meetings of the Membership of the
Society;
c. the right to attend the Scientific and Educational Meetings of the Society;
d. the right to submit candidates for consideration by the Nominating Committee;
e. the right to participate in and receive such Society services, communications,
publications and other such member benefits as the Board may specify from time to time;
f. the requirement to pay such dues and assessments as the Board may determine; in
accordance with Article VII of these Bylaws;
g. the right to withdraw voluntarily from membership; and
h. the right to hold elective office or appointed position such as Committee Chair.
2. Student Members and Associate Members Student Members and Associate Members shall
not have any of the rights accorded to Voting Members except as stated below. Without limiting
the foregoing, Student Members and Associate Members shall not have the right to vote or serve
as an officer. Each Student Member and Associate Member shall have the following limited rights,
privileges and obligations:
a. to attend the Annual Business and Special Meetings of the Members of the Society;
b. the right to attend the Scientific and Educational Meetings of the Society;
c. the right to submit candidates for consideration by the Nominating Committee;
d. the right to participate in and receive such Society services, communications,
publications and other such member benefits as the Board may specify from time to time;
e. the right to withdraw voluntarily from membership.
f. the Board of Directors in individual cases may waive the qualifications and benefits for
Membership or Associate Membership.
C. Membership Application: Application for membership shall be made on printed or electronic forms
authorized by the Board of Directors. Printed application forms may be obtained from the Membership
Committee or Regional Representatives. An electronic membership application form is available on the
WISCPHR web site.
1. The completed application is to be returned to the Treasurer along with the payment of annual
dues.
2. Applications for membership in the Society shall be evaluated on the basis of the criteria stated in
the Bylaws and reviewed by the Membership Committee for approval and be processed onto the
Society roster.
3. The Board of Directors in individual cases may waive the qualifications and benefits for
Membership or Associate Membership.
D. Termination of Membership:
1. Death. Membership in the Society shall be terminated by death and thereafter all the rights,
privileges and obligations of membership in the Society shall cease.
2. Voluntary Withdrawal. Any individual may voluntarily withdraw from any class of membership by
submitting a written notice to the President of the Society. An individual’s membership and the
associated rights, privileges and obligations shall cease upon the Board of Directors receiving the
individual’s notice of withdrawal.
3. Expulsion – Dues/Assessments. Any individual may be eliminated from any class of membership
for failure to pay annual dues or special assessments. Any member who fails to pay the annual
dues or special assessments shall be advised in writing by the Membership Committee of this
deficiency. Failure to pay dues and/or assessments constitutes grounds for termination of
membership from the Society. Any dues paying member dropped from membership only
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because of dues delinquency may reapply for membership, upon the filing of a new membership
application together with payment of annual dues.
4. Expulsion – Cause. The Board by affirmative vote of two thirds (2/3) of all of the members of the full
Board may expel a member for cause. The membership of any member who becomes ineligible for
membership shall terminate automatically. Any member subject to expulsion for cause will be
notified of the basis on which expulsion will be considered, and provided twenty-one (21) days from
receipt of notice to submit a written response to the Board. The Board may in its discretion, request
additional information, written or oral, from the member subject to expulsion. Decisions of the
Board are final. Cause shall include (but not be limited to):
a. failure to comply with Bylaws or rules of the Society;
b. behavior deemed detrimental to the Society in the sole discretion of the Board;
c. conviction of any criminal offense;
d. unprofessional conduct in the opinion of the licensing agency, specialty board, or
WISCPHR Board;
e. revocation or suspension of license to practice medicine;
f. loss, suspension, or limitation of hospital privileges.
g. Any Member may request expulsion of another member for a reason other than nonattendance or non-payment of dues and assessments by submitting in writing such
request and the reasons therefore to the Board. The Board shall consider such requests
at its next regular meeting or at a special meeting. After consideration, the Board may
either:
 deny the request and inform the member requesting the expulsion of its action
and the reasons for denial; or
 refer the request to an ad hoc committee for review and recommendation. The
President shall appoint a committee consisting of two Board Members and three
Members and shall designate one of these individuals as the chair of the ad hoc
committee. The committee shall investigate the charges made in the request,
inform the member in writing of the charges against him or her and provide the
member twenty-one (21) days from receipt of notice to submit a written response
to the ad hoc committee. The ad hoc committee may, in its discretion, request
additional information, written or oral, from the member. Thereafter, the ad hoc
committee shall report its findings and a recommendation for action to the Board.
The Board shall consider such findings and recommendation and, at its
discretion, may allow the Member an additional opportunity to be heard before
the Board without legal representation. Thereafter, the Board shall vote on the
request. Expulsion shall require an affirmative vote of two-thirds (2/3) of the
Board. Decisions of the Board are final.
ARTICLE IV – Board of Directors
The affairs of the Society shall be managed by or under the direction of its Board of Directors duly elected
by the membership.
A. Powers and Duties: Without limiting the foregoing, the Board of Directors powers and duties shall
included, but not be limited to the following:
1. The Board shall have full authority to interpret and implement all the provisions of these Bylaws.
All interpretations of the Bylaws shall be by two-thirds (2/3) vote of the entire Board and shall be
final and conclusive.
2. The management of the affairs of the Society and the control and dispersal of its property and
funds, including any funds entrusted to it, shall be vested in the Board.
3. The Board shall consider and take action on membership matters as directed by these Bylaws
and in accordance with Society policy and procedures.
4. The Board shall determine what publications shall be sponsored by the Society and to make
contracts in connection therewith and shall name an editorial board for each publication
sponsored.
5. The Board shall encourage the establishment of liaisons with societies having similar purposes
and shall act on proposals to formalize said relations.
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6. The Board shall consider the needs of liaison organizations within the framework of the Society
objectives and shall dissolve such relations when an affiliation is no longer consistent with the
Society’s purposes.
7. The Board shall judge all changes in the Bylaws and shall approve any and all business and
committee recommendations not otherwise provided for or pertaining to the organization and
operation of the Society.
8. The Board, in accordance with policy, may determine that the Society take an official stand on
any matter relating to cardiovascular and pulmonary health and/or rehabilitation judged to have
societal significance, and which merits consideration within the Society and consensus of the
Board of Directors. To become official, a statement must be approved by a two-thirds (2/3) vote of
the Board of Directors. Each Board Member is accountable for these and other assignments in
accordance with the bylaws of the Society:
a. perform all duties entrusted to Directors of a Corporation;
b. develop and abide by the Bylaws of the Society;
c. supervise and direct the business and financial affairs of the Society;
d. set all dues and fees payable to the Society, consistent with the provisions of Article VII;
e. establish a date, time and place for the Annual Meeting of the Society;
f. develop, monitor, and evaluate programs which further the purpose and goals of the
Society;
g. provide oversight and direction to committees, task forces, work groups as assigned, in
accordance with the bylaws of the Society;
h. conduct and attend meetings of the Board of Directors as required by the Bylaws of the
Society;
i. identify relevant professional issues for presentation to and action by the membership;
j. act on the recommendations of any and all committees, task forces, work groups, etc.,
properly brought before it; and
k. carry on the work of the Society ensuring that no part of the net earnings of the
corporation shall benefit any Member, trustee, officer of the corporation, or any private
individual (except that a reasonable compensation may be paid for services rendered to
or for the corporation affecting one or more of its purposes).
B. Qualifications.
Board members must maintain full membership status to be elected and serve. A change in membership
status shall automatically disqualify an incumbent from holding elective office.
There shall be no requirement as to the place of residence of any Board members or officers.
C. Composition. The Board of Directors, in a given year, shall consist of not fewer than five or more
than twenty-three members including the Society’s Executive Committee (President, President-Elect,
Past-President, Secretary, and Treasurer), Regional Representatives elected to the Board of Directors by
members of the individual regions (no more than three from each of the five Regions) and Members-atLarge.
1. One member-at-large representative on the Board will be responsible for the online outcomes
data management system maintenance, and will be authorized to represent the Board on related
business contracts having Board approval.
2. The second member-at-large representative on the Board may be responsible for specific duties
such as serving as liaison between the Board and any Ad Hoc Committees that the President
may appoint during his or her term.
3. Appointments are to be made at the discretion of the President with the recommendation of the
Board of Directors.
D. Election and Term. Each member of the Board of Directors shall be elected for a one, two or threeyear term (depending on the position); with one half being elected each year (subject to changes caused
by vacancies, etc.). Each shall serve his/her respective term of office and shall continue in office until
his/her successor has been duly elected. Each member may be elected for additional terms at the
discretion of the Board (Amended 2/09).
The members of the Society shall be asked to nominate Officers for the upcoming year. The Nominating
Committee will be responsible for collecting these names and formulating a suggested slate of candidates
for each open office. This slate of candidates will be submitted to the Board of Directors for their
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approval. The slate of candidates, along with a brief candidate biography, is then posted on the Society’s
website on or about March 1st of each year (a minimum of 30 days prior to the date of the Annual meeting
of the Society). The slate of candidates will also be published in the Society’s newsletter prior to the
Annual Meeting. The sate of candidates, along with a voting ballot will be included in the program binder
members receive at the Annual Meeting. Members are asked to vote on the slate of candidates during
the morning sessions and to submit their prior to the lunch break. At that time the voting will be
considered closed. Votes will be counted and the names of the newly elected officers will be announced
at the close of the Annual Meeting.
Members unable to attend the annual meeting but interested in voting may do so by contacting the
Nominating Committee after the slate of candidates is posted on the website until one week prior to the
date of the Annual Meeting.
E. Meetings of the Board.
1. Regular Meetings. The Board shall hold at least two (2) regular meetings during each calendar
year. One of these meetings shall be held at the regular annual meeting of the Society. Written
notice of each regular meeting of the Board shall be given to each Member of the Board by the
Secretary at least thirty (30) days prior to the meeting.
2. Special Meetings. Additional special meetings of the Board of Directors may be called by the
President, or upon written request signed by at least two additional members of the Board of
Directors. Notification must be sent to the Members of the Board at least ten (10) days prior to the
proposed meeting. This notification must be in writing by United States Mail, by facsimile, or by
electronic “email”.
F. Transaction of Business. The Board may transact any and all business pertaining to the Society at
any regular or special meeting, or as otherwise provided in these Bylaws.
G. Quorum. A two-thirds (2/3) majority of the voting members of the Board in office shall constitute a
quorum for the transaction of business at any meeting of the Board. In the absence of a quorum,
business may be transacted by a mail, electronic mail, or telephone vote.
H. Voting. Each member of the Board shall have only one vote as Board member. Unless a larger
proportion of affirmative votes is required by these Bylaws, the Articles of Incorporation or by law, the
affirmative vote of a majority of the Board members present and voting at any duly constituted meeting of
the Board shall be sufficient to authorize any act by the Board.
An individual member of the Board of Directors who is absent from a meeting may designate another
member of his or her elected group to cast a proxy vote in his or her stead. The proxy must be
designated in writing by the absentee member and deposited with the Secretary before a vote is taken.
I. Informal Action by Directors. The authority of the Board of Directors may be exercised without a
meeting if consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote.
J. Participation by Electronic Means. Any Board member may participate in a meeting by means of a
conference telephone or similar communications equipment allowing all persons in the meeting to hear
each other at the same time. This participation shall constitute presence in person at that meeting. No
alternate person may substitute for the Board member.
K. Conflict of Interest: An Officer or member of the Board of Directors may not take any action in his or
her official capacity with the Society in any matter in which his or her impartiality might reasonably be
questioned, including but not limited to instances in which he or she has a personal interest in the matter,
whether direct or indirect, and whether pecuniary or otherwise. However, an Officer or Board Member
may act in such a matter if a majority of the Board of Directors gives its approval after full disclosure by
the Officer or Board Member of the fact. Each officer and member of the Board shall sign a disclosure
statement.
L. Inability to Serve. All vacancies on the Board, whether caused by death, resignation, or for any other
reason, may be filled with appointees selected by the President, with Board approval, unless otherwise
directed by these Bylaws. The appointee shall serve until a new, duly-elected Board Member shall be
certified as elected. Elections to fill vacancies shall occur during the general election conducted at the
Annual Meeting of the Society. Except as may be otherwise expressly provided herein, all rights, powers,
obligations, or duties of a Member of the Board of Directors of the Society, as such Member of the Board,
shall cease upon termination of his membership on the Board.
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ARTICLE V -- Officers
A. Officers: The officers of the Society shall constitute the Executive Committee and will consist of the
President, President-Elect, Secretary, Treasurer, and Immediate-Past President.
1. The President shall serve a one-year term. After this, he/she shall serve as Immediate-Past
President for one additional year.
2. The President-Elect shall be elected each year, with transition into the Presidency the second
year and Immediate-Past President during the third year of his/her term.
3. The Secretary shall be two-year term.
4. The Treasurer shall be a three-year term with the final year being a co-treasurer role with the
newly elected Treasurer. This will serve as a year of mentoring for the incoming Treasurer.
(Amended 2/09)
5. Officers shall be elected at the annual meeting and assume their official duties June 1st of that
same calendar year. Unexpired terms of office or vacancies therein, with the exception of the
President, may be filled for the remainder of the terms by appointment of the President.
6. The Executive Committee will perform routine administrative and corporate functions related to
the concerns of the Society.
7. This Committee shall meet a minimum of once per year at the call of the President or upon
written request of two other of its constituent members. Decisions of this Committee shall be
subject to the review of the Board of Directors.
8. If so empowered by the Board of Directors, the Executive Committee may act with the full
authority of the Board in certain, narrowly defined areas.
9. A quorum for the transaction of business by the Executive Committee shall consist of a majority
of the body.
B. President: The President shall preside over all regular and special meetings of the Society, the
Board of Directors and the Executive Committee.
1. He/she shall be an ex-officio member of all committees, and shall periodically appoint other
committees as may be necessary to conduct the activities of the Society.
2. The President must be a current member of AACVPR.
3. The Society shall pay the registration fee to the AACVPR annual meeting during the calendar
year the President is in office.
C. President-Elect: The President-Elect shall help with organizational duties as assigned by the
President.
1. He/she shall assume the duties of the President in his/her absence or resignation.
2. The President-Elect shall fill any vacancy in the office of the President for the unexpired term.
Subsequent to the completion of such a term, the President-Elect shall fulfill his/her own term as
President.
3. He/she shall co-chair the Annual Meeting Committee with the President and Past-President.
D. Immediate-Past President: The Immediate-Past President shall assist the other members of the
Board of Directors as deemed appropriate by the President.
1. He/she shall serve a one-year term after which his/her responsibilities to the Board of Directors
are finished unless elected to another position.
2. He/she shall co-chair the Annual Meeting Committee with the President and President-Elect.
E. Secretary: The Secretary shall be responsible for keeping a record of all regular or special meetings
of the Board of Directors, Executive Committee and Membership Committee.
1. The Secretary will be responsible for giving notice of all official meetings to the Board of
Directors.
2. He/she shall serve on but not necessarily chair the Membership Committee.
F. Treasurer: The Treasurer shall be responsible for monitoring all deposits and disbursements of funds
relative to all accounts of the Society, and shall verify the accuracy and currency of said accounts.
1. The Treasurer shall sign all checks drawn.
2. He/she shall prepare a financial report for the annual meeting.
3. He/she shall chair the Budget and Finance Committee.
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G. Regional Representatives: Regional chapters, officially affiliated with the Society, shall adhere to
the following guidelines when electing representatives:
1. Specifications:
a. No more than three Representatives shall be elected from each region.
b. Terms shall be two years and Representatives will be elected in alternate/rotating years.
c. Regional Representatives will be elected at regional meetings. The election process is to
be at the discretion of each region.
d. If a Representative is unable to complete the two-year commitment, nominations and a
new election shall be held to elect someone to finish the term.
2. Responsibilities:
a. Both Representatives:
 Attend 3-5 WISCPHR Board meetings in each year
 Serve on 1-2 WISCPHR committees (meetings held on the same day as Board
meetings).
 Report information from the Board meetings to the regional membership
 Identify and discuss regional concerns with the Board.
 Delegate secretarial duties for regional meetings to another volunteer from regional
membership (optional).
b. First year as Representative:
 Collect newsworthy articles for the Society newsletter from Regional members
according to the timeline
 Submit region news to the newsletter coordinator by date specified in the timeline
 Maintain current mailing list, email and phone listings for all regional members
 Prepare and distribute meeting minutes to regional membership (unless delegated to
another member)
c. Second year as Representative:
 Plan 4 regional meetings per year. (Including but not limited to the selection of the
meeting location, development of meeting agenda, speakers, handouts,
assignments, lunch, etc.)
 Chair regional meetings. (May also delegate this responsibility to volunteers).
 Maintain a WISCPHR binder for the region that will be passed along to subsequent
second-year Representatives. This binder will, at a minimum, is to hold current
information including Bylaws for the Society, regional membership mailing and email
lists, timeline and Regional Representative Responsibilities information, minutes of
previous regional meetings from last two years, contact information for current Board
members and other regional Representatives, and Website information including
W 2eBOP and WisPRO.
ARTICLE VI -- Committees
There shall be standing committees as are required to carry on the work of the Society. The Board of
Directors is empowered to create, combine, or dissolve committees, or to change their composition or
responsibilities as the need may arise. All committees are recommending bodies to the Board of
Directors with the Board executing final decisions. All chairpersons and members must be members of
good standing of the Society.
A. Chairpersons: Committee chairpersons shall be appointed by the President in consultation with the
Board of Directors. Committee chairpersons shall report to the Board of Directors at each Board meeting
and to the membership on at least an annual basis, that being at the annual meeting and whenever else
appropriate.
B. Members: Appointments to committees shall be for a one-year term, however; a person may be
reappointed for additional terms at the discretion of the committee and the Board of Directors.
The members of all committees shall hold office until their qualified successors have been duly appointed.
C. Standing Committees: The standing committees of the Society shall be: Board of Directors, Annual
Meeting, Budget & Finance, Health Promotion, Leadership, Membership, Nominating, Outcomes, Product
Sales, Program Certification, Reimbursement/Legislation, and Web Site.
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1. Board of Directors: This committee shall coordinate the activities of the entire membership,
other committees, regional chapters, and assist as necessary. This committee is comprised of
the President, President-Elect, Secretary, Treasurer, Immediate-Past President, Regional
Representatives and Members-at-Large.
2. Annual Meeting Committee: This committee shall be responsible for promoting Society
activities, and will have charge of all matters related to organizing the Annual Meeting. The
President-Elect and Immediate Past President shall co-chair this committee.
3. Budget and Finance Committee: This committee shall concern itself with all matters involving
planning the annual budget (which must be approved by the Board of Directors) and all other
matters involving financial transactions. The Treasurer will serve as the Chair of this committee.
4. Health Promotion Committee: This committee shall identify and promote various education
programs/resources and healthy lifestyle activities throughout the state which can be used within
a specific department, hospital or community in general. It will have as a subcommittee the
former Education Committee to assist with program planning and funding, utilizing the
Educational Grant Program.
5. Leadership Committee: This committee shall foster an environment that encourages
participation and leadership at all levels of the organization. It is responsible for assisting the
Board of Directors in identifying and mentoring new leaders for the organization and for assisting
in the organization of committees.
6. Membership Committee: This committee shall be responsible for recruiting and securing
members, maintaining a current membership list, and coordinating the efforts necessary for the
annual Award of Excellence. A current member shall chair the committee and the Secretary and
Treasurer shall serve as committee members.
7. Nominating Committee: This committee shall be responsible for formulating a suggested slate
of candidates for each office and a ballot to be provided to the general membership for additional
nominee recommendations and official vote of suggested nominees. This process will be in
accordance with the WISCPHR timeline.
8. Outcomes Committee: This committee shall be responsible for identifying current trends in
outcomes measurement for cardiac and pulmonary rehabilitation programs and assisting
individuals and/or programs in incorporating these measures into their daily practice.
9. Product Sales: This committee shall serve as a resource to all Society members by providing
quality products that assist patients in exercise adherence.
10. Program Certification: This committee is responsible for maintaining contact with AACVPR on
issues concerning program certification for cardiac and pulmonary rehabilitation programs, then
communicating this information to individual programs in the certification process.
a. There shall be at least five committee members of which each must be a current
AACVPR member. It is preferred that the Chair of the Program Certification Committee
hold AACVPR Fellow status, but it is not required. At least one of the remaining four
committee members will represent pulmonary rehabilitation.
b. Each member shall serve 2 years with 2 members rotating off in alternate years.
c. This committee is responsible for reviewing each state program certification application
and assessing it for completeness and appropriateness of the responses and
documentation. Upon completion of their review, the state committee will forward its
recommendations to the AACVPR National Oversight Committee.
d. A state committee member will remove him/herself from the review of any program
application where a conflict of interest, either expressed or implied, may exist.
11. Reimbursement/Legislation Committee: This committee shall serve as a resource to all
individuals and programs (cardiac and pulmonary) for information pertaining to the existing and
potential reimbursement issues concerning cardiac and pulmonary rehabilitation.
12. Web Site: This committee will be responsible for maintaining current and accurate web site
information, recommending and initiating web site design improvements, negotiating hosting
contracts and other duties related to the web site.
D. Other Committees: The President, with majority approval of the Board, shall have the authority to
establish other committees as deemed necessary. The committees serve at the pleasure of the Board.
Committee Chair appointments are made by the President and approved by the Board.
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ARTICLE VII -- Fiscal Procedures
A. Fiscal Year: The Board of Directors shall identify the fiscal year of the Society.
B. Annual Budget: The Board of Directors shall, by such procedure as it may prescribe, adopt a budget
each fiscal year appropriating and authorizing expenditures of funds for the operation of the Society.
Funds to meet this budget are to be provided by the members’ dues or through other means
commensurate with the purposes of the Society and in accord with all applicable local, state, and federal
laws. The budget shall be developed and monitored by the Executive Committee.
C. Contracts: The Board of Directors may authorize any officer, agent or agents of the Society, in
addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Society, and such authority may be general or may be
confined to specific instances.
D. Checks, Drafts or Orders: All checks, drafts, or orders for the payment of money, notes, or other
evidences of indebtedness issued in the name of the Society shall be signed by the Treasurer or, in the
absence of the Treasurer, by the President or other officer or person of the Society as designated by the
Board of Directors, in accordance with policies and procedures established by the Board of Directors.
E. Deposits: All funds of the Society shall be deposited to the credit of the Society in such banks, trust
companies or other depositories as the Board of Directors may select.
F. Gifts: To the extent not inconsistent with the Society’s tax-exempt status or the law, the Board of
Directors may accept on behalf of the Society any contribution, gift, bequest or device in accordance with
the purposes of the Society. Sponsorship and authorization for endorsement shall be granted upon
approval of the Board of Directors.
G. Annual Dues: Annual dues shall be due and payable by Members, Student Members and Associate
Members upon approval for membership. The annual dues amount shall be determined by majority vote
of the Board of Directors.
H. Waiver: At the discretion of the Board of Directors and without publication thereof, any annual dues
may be waived in whole or in part in the case of any Member who has suffered serious disability or
financial hardship.
I. Due Date: Annual dues shall be payable on or before February 15th of each year, and shall become
delinquent if unpaid within two months. However, the Board shall have the power to implement alternative
schedules, if it so desires. A member who is delinquent in his or her dues thereby loses all privileges of
the Society. A member whose dues are delinquent may be dropped from the membership of the Society,
and the Membership Committee shall notify such member of this action.
J. Special Assessments: Special assessments may be levied upon the membership by the Board of
Directors when necessary, provided such assessment shall not exceed an amount equal to the annual
dues for the fiscal year in which the assessment is levied. It will require a two-thirds (2/3) vote of the
Board of Directors Members present and voting to pass any levy.
ARTICLE VIII – Annual Meeting
A. Annual Business Meeting: An annual business meeting of the Society shall be held to conduct
corporate business, to certify the election of officers and for such other business as the Board of Directors
may designate. The Board of Directors shall select the date and site for each annual business meeting
with advisement from appropriate committees.
B. Continuing Education: In conjunction with each annual business meeting, the Society shall conduct
continuing education and/or research sessions on scientific, clinical and professional topics pertinent to
the field of cardiovascular and pulmonary rehabilitation. Attendance at these sessions shall be open to
all, whether members of the Society or not.
C. Annual Meeting Committee: Arrangements for the annual meeting shall be made by the Annual
Meeting Committee. The President-Elect and Immediate Past-President will co-chair this committee. The
Society may conduct its annual meeting jointly with another organization engaged in activities allied to
those of the Society.
D. Sponsorship: The Society may sponsor, co-sponsor, or endorse meetings of regional affiliates as
well as those of other organizations. Sponsorship and authorization for endorsement shall be granted
upon approval of the Board of Directors.
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ARTICLE IV – Parliamentary Procedure
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the
Society in all cases to which they are applicable and in which they are not inconsistent with statute, these
Bylaws or a specific provision of the Articles of Incorporation and any special rules of order the Society
may adopt.
ARTICLE X -- Dissolution
The Society shall not be dissolved while twenty Members in good standing dissent. No proposal for
dissolution shall be considered unless four weeks notice in writing is given to each member of the Board
of Directors and each Member in good standing.
In the event of the dissolution of the Society, its assets shall be distributed to an organization or
organizations engaged in activities similar to those for which this Society was established, provided that
such organization(s) are exempt from taxation under regulations of the United States Internal Revenue
Service and the Wisconsin Department of Revenue. The Board of Directors shall be responsible for
selecting the organization(s) in accordance with the stipulations contained in this section.
ARTICLE XI -- Amendments
Amendments to these Bylaws may be initiated by any Member and requires a two-thirds majority vote of
the Board of Directors at any regular or special meeting of the Board of Directors at least thirty days prior
to the annual meeting. The President will make notice of change at the Annual Business Meeting.
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