Black Caucus of Health Workers: BCHW By-Laws

An Affiliate Organization of the American Public Health Association

BYLAWS

As amended and adopted on October 28, 2012

Article I Name and Mailing Address
Article II Mission
Article III Purpose
Article IV Organizational Structure
Article V Membership
Article VI Dues and Privileges
Article VII Governing Board
Article VIII Executive Committee
Article IX Standing Committee
Article X Powers of Elected Offices
Article XI Elections
Article XII Removal of Officers
Article XIII Affiliation with Other Caucuses or Coalitions
Article XIV Funds
Article XV Parliamentary Authority
Article XVI Amendments

ARTICLE I: NAME AND MAILING ADDRESS OF ORGANIZATION

Section I: Name of Organization

The name of this Organization shall be the BLACK CAUCUS OF HEALTH WORKERS, hereinafter also referred to as "BCHW" or “Caucus”.

Section II: Organization’s Mailing Address

All mail and correspondence to the Organization shall be forwarded, via the Secretary, to the BLACK CAUCUS OF HEALTH WORKERS OF THE APHA at an address designated by the President in consultation with the Governing Board.

ARTICLE II: MISSION OF BCHW

The mission of the Black Caucus of Health Workers is to strive for the elimination of disparities and the reduction of gaps in health and health outcomes by improving the quality of life of people of African descent through advocacy, knowledge, practice and research.

ARTICLE III: PURPOSE

The purposes of the Black Caucus of Health Workers are to:

(a) Establish and maintain integral working relations with the American Public Health Association (APHA), its Sections and other affiliated groups, to assure that the interests of people of African descents are presented and protected in the broader health policy arena, and effectively represented at all levels of the APHA organization.

(b) Provide a structure and a forum through which health care professionals of African descents can exchange views, develop strategies and implement programs designed to improve the health status of the community of people of African descent.

(c) Increase the number of people of African descent health professionals in the United States through targeted programs of outreach, recruitment, professional development and mentoring.

(d) Collaborate, coordinate and consult with groups of health professional and non-health professionals who share BCHW’s mission and purposes.

(e) Establish mechanisms to disseminate employment and educational opportunities to BCHW members.

(f) Enhance the professional development of BCHW members directly through annual meeting activities or through the dissemination of information regarding other opportunities.

(g) Increase and monitor the number of people of African descent who enter and complete accredited college of public health and health-related programs.

(h) Emphasize health care and public health career opportunities to students at all educational levels.

(i) Monitor and evaluate health policy issues, as they affect people of African descent at federal, state, and local levels and disseminate analyses to the appropriate congressional, legislative and regulatory agencies responsible for implementation.

(j) Encourage BCHW members to be knowledgeable and actively involved in the development and evaluation of health and social welfare policy at local, state, national and international levels

(k) Provide input that will positively influence APHA’s activities, policies and commitments to the health issues of people of African descent through Section or other activities of the Association.

ARTICLE IV: ORGANIZATIONAL STRUCTURE AND COMPOSITION

The Black Caucus of Health Workers is an organization comprised of individual members, designated chapters, affiliate organizations, and organizational/institutional members. Within each region, BCHW chapters and affiliates shall be organized and identified by major municipalities. Between Annual Meetings, the objectives of the BCHW shall be accomplished primarily through its elected officers, the governing board, the executive, and standing committees, and through its chapters and affiliates.

ARTICLE V: INDIVIDUAL MEMBERSHIP, CHAPTERS, AFFILIATES,

AND ORGANIZATIONAL/INSTITUTIONAL MEMBERSHIP

Section I: Individual Membership

(a) There shall be two classes of individual membership to BCHW:

I.1: Regular Member: An individual interested in working to improve the health status of people of African descent and who is a full/part time professional in public health-related work/service, research or teaching shall be eligible for “Regular Membership” of BCHW upon completion of the application form, and payment of appropriate individual membership fee.

I.2: Student Member: An individual interested in working to improve the health status of people of African descent and who is a full/part time student pursuing a degree in public health-related discipline shall be eligible for “Student Membership” of BCHW upon completion of the application form, and payment of appropriate student membership fee

(b) An individual shall be considered a “member in good standing of BCHW” if he or she affirms the mission and purposes of BCHW, pays his or her dues prior to the Annual Meeting, commits energy to the goals and objectives of the organization, and maintains no more than two absenteeism, without prior excuses, at APHA/BCHW annual event within a period of every five years.

Section II: Chapters

To be designated a “chapter” of BCHW:

(a) No less than ten (10) individuals within a given city, county or metropolitan area shall organize in a group which affirms its commitment to the mission and purposes of BCHW

(b) Such group will initiate the application process by forwarding to the BCHW Governing Board through the BCHW secretary, a Letter of Intent for Chapter association with BCHW, Statements of Program Priorities and Focus of the Chapter, a Plan of Action to accomplish the Stated Priorities, and a list of members and office bearers.

(c) Once such a group has completed BCHW membership application, has paid required membership dues for the year, and has affirmed its commitment to the goals and purposes of

the Caucus, chapter status shall be granted, by the Governing Board, upon recommendation of the Executive Committee.

(d) Within ninety (90) days of being granted such status, the new BCHW chapter shall elect officers, identify a regular meeting location and schedule, and develop a plan of action for the coming year. Such a plan shall include program priorities and focus of the chapter. This plan shall be submitted for the approval of BCHW.

(e) Chapters of BCHW shall meet no less than four (4) times per year, in additional to the BCHW Annual Meetings. Each chapter shall maintain minutes of meetings, implement approved programs, and pursue activities complementary to the aims and objectives of BCHW as the opportunity of being a chapter of the Caucus presents itself.

(f) Each chapter shall forward to BCHW, through its secretary, copies of minutes of each of its meetings, and reports of its activities.

(g) Where there are insufficient numbers of "members” to form a BCHW chapter, these BCHW members shall interface directly with the National Office, while working to increase their numbers.

Section III: Affiliate Organizations

(a) A BCHW "affiliate" organization shall be a group which forms in a region or city, county, metropolitan area or state, for purposes which parallel BCHW, but which does not seek chapter status. Such groups may already exist as organizational entities, and desire to work in close collaboration with BCHW, while maintaining a separate identify from BCHW.

(b) Organizations seeking "affiliate” status shall provide a listing of their members, and information which parallels the aims and objectives of BCHW, together with an application and the annual fee as established by the Governing Board for affiliate status. Organizations already in affiliate status with BCHW shall maintain such status by paying the annual fee and adhering to the aims, objectives and bylaws of BCHW. Members of such affiliate organizations shall receive BCHW mailings directly from their group, and shall be eligible to participate in any BCHW sponsored activities.

(c) Members of “affiliates” may participate in BCHW scientific sessions and attend the BCHW Annual Meeting held in conjunction with the Annual Meetings of the American Public Health Association. These persons shall refrain from voting at the BCHW Annual Business Meeting, unless they have successfully completed the BCHW individual membership application procedure, and are BCHW members in good standing.

Section IV: Organization/Institutional Membership

(a) Organizational/Institutional Membership shall be granted to those groups which share the mission and purposes of BCHW, and which seek to affiliate with BCHW programs and its various chapters and affiliates. Eligibility for participation at the organizational/institutional membership shall be conferred to:

IV.1: Non-profit organizations members whose bylaws and articles of incorporation reflect a public purpose, and whose members represent a clinical or health related discipline.

IV.2: For-profit organizations which seek to collaborate and support the mission and purposes of BCHW, and whose principal business falls within the health care industry.

(b) Organizations seeking "organizational/institutional membership” status should provide a listing of their members, with information, which parallels the BCHW, application, plus the annual fee for organizational/institutional membership status, as established by the Governing Board. Organizations already in such status with BCHW will maintain the status by paying the annual fee and adhering to the aims, objectives and bylaws of BCHW. Members of such organizational/institutional groups shall receive BCHW mailings through their organization, and shall be eligible to participate in any BCHW sponsored activitie

(c) Purposes of Institutional/organizational membership shall be mutual collaboration between BCHW and such organization. Membership of BCHW shall not be conferred on employees of such organizations unless such employee successfully complete the BCHW individual membership application procedure.

ARTICLE VI: DUES AND PRIVILEGES

Section I: Membership Dues

(a) The Governing Board of BCHW, by majority vote, shall establish a schedule of dues for membership, chapter, affiliation, and organizational/institutional membership of BCHW. Such fees shall be communicated to, and ratified by the general membership present at BCHW Annual Meetings

(b) Members in good standing shall receive a membership card that shall be used for voting and other BCHW activities. A fee shall be charged for duplicate cards. An individual shall be considered in good standing of BCHW if s/he satisfies the conditions defined under Article V, Section I(2)(a).

(c) The membership year shall be October 1^st until September 30^th. Dues paid at the BCHW Annual Meeting shall be effective immediately and for the subsequent year

Section II: Powers and Duties of the General Membership

The General Membership shall have the following powers and duties:

(a) Elect, appoint, approve, and/or confirm, through a majority vote, or by acclamation the officials of BCHW.

(b) Confirm, through majority vote, the reappointment of any of the serving elected official of the Association for a second term in the same or different office of BCHW, such reappointment shall not exceed a period of concurrent one year.

(d) Receive and ratify the BCHW Auditor’s annual report

(e) Have the final decision, by majority vote, on all matters of the BCHW.

Section III: Privileges

Members in good standing shall:

(a) Be eligible to vote on all matters presented to the membership by the Executive Committee, or the Governing Board at Annual Meetings.

(b) Be eligible to be voted for, and to hold office with BCHW.

(c) Receive a membership card authorizing participation in all activities of the Caucus subject to any other additional conditions as stipulated by the Governing Board.

(d) Receive BCHW Newsletters, and have their names listed as members of the BCHW on the Caucus website.

Section IV: Discontinuance of Membership Privileges
(a) There shall be two causes for termination of membership privileges with BCHW:

IV.1: Failure to maintain dues payments in good standing after a grace period of ninety (90) days shall result in discontinuance of membership by December 31^st.

IV.2: Acts and/or behaviors declared by the Governing Board to be inimical to the best interests of the Caucus shall result in disciplinary measures, which might lead to suspension or discontinuance of membership

(b) Members in delinquent status for reasons defined under IV.1, of Section IV, Article V as listed above shall be reinstated after payment of appropriate dues.

(c) Members in delinquent status for reasons defined under IV.2 of Section IV, Article V as listed above, shall have the opportunity to rectify or appeal for a reconsideration of the Governing Board’s actions in writing through the BCHW secretary within thirty (30) days of the Governing Board’s decision. In such matters, the decision of the Governing Board shall be final.

ARTICLE VII: COMPOSITION, POWERS AND DUTIES OF GOVERNING BOARD

Section 1: Composition of the Governing Board

There shall be a Governing Board consisting of members of the Executive Committee, as defined in Article VIII, Section I, and four (4) elected members at large.

Section II: Powers and Duties of the Governing Board

The powers and duties of the Governing Board shall be:

(a) To approve policies and procedures for the organization and guidance of the Executive Committee.

(b) To review and recommend amendments to the Bylaws to the General Membership.

(d) To receive and act on reports and recommendations from APHA, BCHW Executive Committee, Standing Committees and Members of BCHW, its chapters, affiliates, and organizational/institutional members.

(e) To authorize the pursuit of grants and contracts.

(f) To establish procedures and guidelines for relationships with other related organizations.

(g) To make available to the general membership through the Secretary and the Treasurer, an abstract of the minutes of each meeting and an annual financial report, which includes expenses and revenues.

(h) To fill vacancies for all unexpired terms of officers by majority vote of the remaining members of the Governing Board.

(i) Appoint an Annual APHA National Program Coordinator by May 1st for a two year term.

(j) Appoint special committees/task forces as deemed necessary to carry on the work of BCHW.

Section III: Election of Members of Governing Board

Election of members to the Governing Board shall occur at Annual Business Meetings by printed ballot distributed to all eligible members present, who are in good standing.

Section IV: Meetings of the Governing Board

The Governing Board shall meet in person or via telephone conference calls at least once in a quarterly during any calendar year, and at the call of the President. A minimum of four members of the Governing Board shall constitute a quorum for the purposes of conducting business.

ARTICLE VIII: COMPOSITION, POWERS AND DUTIES OF EXECUTIVE COMMITTEE

Section I: Composition of Executive Committee

There shall be an Executive Committee whose members shall consist of the following seven elected officers: President, President-elect, Vice President, Treasurer, Secretary, Publicity Secretary, and the Immediate Past President. Except for the Immediate Past President who shall serve on the Executive Committee for only one year after service as President, any member of the Executive Committee shall be eligible to serve for an initial period of a two-year term for no more than two consecutive periods. The President, the President-Elect, and the Immediate Past President shall be ex-officio members of the Executive Committee without vote.

Section II: Powers and duties of Executive Committee

(a) The Executive Committee shall have the power to act on behalf of the Caucus between Board Meetings and Annual meetings of BCHW. All actions of the Executive Committee shall be in accordance and conformance with the bylaws, purposes and policies of BCHW. Actions of the Executive Committee shall be reported at the next Governing Board meeting

(b) The Executive Committee shall meet in person or via telephone conference call, at least once in a quarter during any calendar year, and at the call of the President. A minimum of four members of the Executive Committee shall constitute a quorum for the purposes of conducting business

(c) In the event that extraordinary Executive Committee Meetings are required, the member requiring the meeting shall seek the approval of the President of BCHW. Upon approval, the President shall then proceed through the BCHW Secretary to notify other Executive Committee members of the time, place, and purpose of the required meeting

(d) Executive Committee meetings shall be open to Chairpersons of Standing Committees and members of the Governing Board. Only voting members of the Executive Committee shall have voting rights on Executive Committee deliberations

(e) Vacancies shall be filled by a majority vote of the remaining members of the Governing Board for the unexpired term.

ARTICLE IX: COMPOSITION, POWERS AND DUTIES OF STANDING

COMMITTEES

Section I: Composition

(a) There shall be a Finance Committee consisting of the Treasurer, the Vice Treasurer, and at least two additional members appointed by the President from the General Membership, in consultation with the Treasurer and the approval of the Governing Board.

(b) There shall be a Publicity Committee consisting of the Publicity Secretary, the Vice Publicity Secretary, and at least two additional members appointed by the President from the General Membership, in consultation with the Publicity Secretary and the approval of the Governing Board

(c) There shall be an Archive/History Committee consisting of the Secretary and at least three additional members appointed by the President from the General Membership with approval of the Governing Board.

(d) There shall be an Awards Committee consisting of the Vice-President and at least three additional members appointed by the President from the General Membership with approval of the Governing Board.

(e) Other Committees shall be designated by the President, in consultation with the Executive Committee as needed.

Section II: Powers and Duties of Standing Committees

(a) The duties of the Finance Committee shall be to provide assistance and guidance that will enable the Treasurer and the Vice Treasurer effective carry out their duties and responsibilities as defined under Article X Section VI.

(b) The duties of the Publicity Committee shall be to provide assistance and guidance that will enable the Publicity Secretary and Vice Publicity Secretary carry out their duties and responsibilities as defined under Article X Section VII.

(c) The duties of Archive/History Committee is the marketing and displaying of BCHW history, including its founders, highlights of successful events, ways for people of African descent to get involved in the activities and benefits of BCHW membership.

(d) The duties of the Awards Committee Soliciting nominations for each of the awards which the BCHW gives, arranging suitable expressions of BCHW recognition and appreciation, and making the final presentation of these awards at the Annual Hildrus A. Poindexter Awards Dinner.

ARTICLE X: ELECTED OFFICERS

Section I: Officers

The officers of BCHW shall be elected President, President–Elect, Vice President, Secretary, Treasurer, Vice Treasurer, Publicity Secretary, Vice Publicity Secretary, and Immediate Past President. Other officers as may be nominated, elected, or created by the Governing Board or the Executive Committee, through the advice of the President.

Section II: The Office of the President

The president of BCHW shall provide leadership that assures that the mission and purposes of the Caucus are effectively fulfilled by:

(a) Promoting programs for professional development and advocacy that will promote the health and well being of people of African descent.

(b) Providing leadership for the planning, implementing and evaluating BCHW Annual Meeting activities.

(d) Serving or providing official representation of BCHW at various state and local meetings.

(e) Communicating regularly with BCHW members.

(f) Functioning as a liaison with the leadership of APHA’s officers, staff, boards, committees, sections, caucuses and interest Groups in order to maximize input from BCHW in the affairs of APHA.

(g) Assuring that the policies, procedures and programs approved by the BCHW Governing Board, the Executive Committee, and the General Membership are implemented.

(h) Authorizing BCHW resources in accordance with an approved budget.

(i) Generating a quarterly report to the Governing Board regarding BCHW activities, accomplishments and priorities for the next quarter.

(j) Serving as ex-officio member of all committees.

(k) Creating Ad Hoc committees and appointing chairpersons of various required BCHW standing committees.

(l) Preparing an Annual Report to the General Membership at the BCHW Annual Meeting.

(m) Working very closely with the Vice President to assure that in the event of death, resignation, disability, absence or unavailability, or upon the direction of a majority vote of the General Membership, the Executive Committee or the Governing Board, the Vice President shall assume all duties, responsibilities, and powers of the President until a successor is appointed by the Executive Committee, the President returns to office, or the General Membership, through a majority vote appoints a new President.

(n) Transferring all records of BCHW to successor and review powers and responsibilities of office with successor no later than (30) thirty days after election.

Section III: The Office of the Vice-President

The Office of the Vice President shall:

(a) In the absence of the President, preside over meetings of the Executive Committee the Governing Board's Meeting, the Annual Meeting and other meetings of significance to BCHW.

(b) Assist in the review of all policies and procedures of BCHW.

(c) Compile reports from all BCHW regions and affiliates and generate a summary of all activity for national distribution.

(d) Undertake those responsibilities consistent with the needs of the Caucus, at the request of the President, or in the President's absence, disability, or refusal to act. While acting as the President, the Vice President shall have all the power of, and be subject to all the restrictions on the President.

(e) Transfer all records of BCHW to successor and review powers, and responsibilities of office with successor no later than thirty (90) days after election.

Section IV: The Office of the President-Elect

The Office of the President-Elect shall:

(a) Undertake responsibilities consistent with the needs of the Caucus, at the request of the President and/or the Governing Board.

(b) Transfer all records of BCHW to successor and review powers, and responsibilities of office with successor no later than thirty (30) days after election.

Section V: The Office of the Secretary

The Office of the Secretary shall:

(a) Record the minutes of all proceedings of the BCHW, including those of the Annual Meetings, Executive Committee, and Governing Board of BCHW and collect the minutes of all standing and ad hoc committee meetings for record purposes from their respective chairs.

(b) Have notarized all official and legal documents of BCHW.

(c) Maintain and keep on file an up-to-date record of all members in good standing, and in collaboration with the Treasurer and the Publicity Secretary, assure that all such members receive communications from BCHW in a timely manner.

(d) Transfer all records of BCHW to successor and review powers, and responsibilities of office with successor no later than thirty (30) days after election.

(e) Identifying, in collaboration with other officials of BCHW, funding sources for the activities of BCHW including funding for BCHW committee Conference calls.

(f) Soliciting nominations for each of the major awards which the BCHW gives annually.

Section VI: The Office of the Treasurer

The office of the Treasurer shall:

(a) Create a finance committee from the General Membership, in consultation with the President and approval of the Executive Committee of BCHW that shall provide advisory services in all financial matters of BCHW.

(b) Organize meetings of the finance committee, when and as necessary, prepare agendas, presides and records minutes of such meetings.

(d) Assure that all BCHW financial transactions are consistent with Generally Accepted Accounting Principles and reflective of BCHW non-profit status.

(e) Generate periodic expenditure and revenue reports for the BCHW at a frequency no less than semi-annually.

(f) Facilitate the conduct of annual auditing of the financial transactions of BCHW as directed by the President.

(g) Prepare written reports of the financial activities of BCHW as directed by the President, the Executive Committee, the Governing Board, and the General Membership.

(h) Have the authority, upon the direction of the Executive Committee, and the President, to sign, co-sign and/or authorize the signing of checks, bills, and notes of BCHW.

(i) Transfer all records of BCHW to successor and review powers, and responsibilities of office with successor no later than thirty (30) days after election

(j) In collaboration with the Publicity Secretary and the Secretary, keep abreast of all changes in the status of members of the Caucus and the demands of APHA, and keep the Executive Committee Members, through the President, informed of all activities, changes, and potential changes that might affect the financial status of the Caucus.

(k) Work with the Vice Treasurer to assure that in the event of death, resignation, disability, absence or unavailability, or upon the direction of a majority vote of the Governing Board, the Vice Treasurer shall assume all duties, responsibilities, and powers of the Treasurer until a successor is appointed by the Executive Committee, the Treasurer returns to office, or the General Membership, through a majority vote appoints a new Treasurer.

Section VII: The Office of the Publicity Secretary

The Publicity Secretary shall be responsible for:

(a) Creating a publicity committee from the General Membership, in consultation with the President and approval of the Executive Committee that shall provide advisory services in all communication matters, strategies, and infrastructure of BCHW.

(b) Organizing meetings of the publicity committee, when and as necessary, prepare agendas, presides and records minutes of such meetings, and be responsible for all structured communications emanating in the name of the Caucus.

(c) Establishing, maintaining, distributing, and up-dating regular newsletter with corporate image to propagate the work, aims, and objectives of BCHW.

(d) Initiating other advocacy activities, coordinating and sharing of information with members, collaborating and providing technology-delivered activities for the work of other BCHW committees.

(e) Transfer all records of BCHW to successor and review powers and responsibilities of office with successor no later than thirty (30) days after election.

(f) Work very closely with the Vice Publicity Secretary to assure that in the event of death, resignation, disability, absence or unavailability, or upon the direction of a majority vote of the General Membership, the Executive Committee or the Governing Board, the Vice Publicity Secretary shall assume all duties, responsibilities, and powers of the Publicity Secretary until a successor is appointed by the Executive Committee, the Publicity Secretary returns to office, or the General Membership, through a majority vote appoints a new Publicity Secretary.

Section VIII: The Office of the Immediate Past President

The Immediate Past President shall:

(a) In the absence of the President and Vice President, preside over meetings of the Executive Committee, Governing Board, Annual Meeting or any other meetings of national Significance.

(b) Participate in the orientation of the President-Elect.

(c) Undertake responsibilities consistent with the needs of the Caucus, at the request of the President and/or the Governing Board

(d) Transfer all records of BCHW to successor and review powers and responsibilities of office with successor no later than thirty days after election.

Section IX: The Office of the Vice Treasurer

(a) The duties of the Vice Treasurer shall be to work with the Finance Committee and the Treasurer to effectively carry out the fiscal duties and responsibilities of BCHW.

(b) Work with the Treasurer to assure that in the event of death, resignation, disability, absence or unavailability, or upon the direction of a majority vote of the General Membership or the Governing Board, the Vice Treasurer shall assume all duties, responsibilities, and powers of the Treasurer until a successor is appointed by the Governing Board, the Treasurer returns to office, or the General Membership, through a majority vote appoints a new Treasurer.

Section X: The Office of the Vice Publicity Secretary

(a) Establishing, maintaining, distributing, and up-dating the BCHW website with corporate image to propagate the work, aims, and objectives of BCHW.

(b) Work with the Publicity Secretary to assure that in the event of death, resignation, disability, absence or unavailability, or upon the direction of a majority vote of the General Membership or the Governing Board, the Vice Publicity Secretary shall assume all duties, responsibilities, and powers of the Publicity Secretary until a successor is appointed by the Governing Board, the Publicity Secretary returns to office, or the General Membership, through a majority vote appoints a new Publicity Secretary.

ARTICLE XI: ELECTION OF OFFICERS AND TERMS OF OFFICE

Section I: Election of Officers

Officers and members of the Governing Board of the BCHW shall be elected by ballot at the Annual Business Meeting, or by electronic means to all eligible members in good standing. Alternative balloting shall be determined by the Governing Board.

Section II: Terms of Office

(a) The term of office for all Officers and Board Members of BCHW shall be two-years, or until their successors are elected. Officers and Board Members may serve for two consecutive terms (four years), in any one position except that the Immediate Past President shall serve on the Executive Committee for only one two-year term, and the President-Elect shall serve for one year. Holders of either position shall be eligible for re-election to hold office after a lapse of eighteen (18) months.

(b) Terms of office shall be staggered such that elections shall be held for the positions of President-Elect, Secretary, Publicity Secretary, Vice Treasurer and 3 at-large positions of the Governing Board during odd numbered years. Elections for Vice-President, Treasurer, Vice Publicity Secretary and 3 at-large positions on the Governing Board shall be held during even numbered years. The term of the President shall begin one year after his or her election, during which period the incumbent shall be referred to as President-Elect.

(d) In the event of an office holder’s death, resignation, disability, absence or unavailability, or upon the direction of a majority vote of the General Membership, the Executive Committee or the Governing Board, or in the execution of the provisions defined under Sub-sections IV.1 and IV.2 of Section IV, Article VI, the Vice, or Immediate next- alternate in the affected office shall assume all duties, responsibilities, and powers of the office until a successor is appointed by the Executive Committee, the affected officer returns to office, or the General Membership, through a majority vote appoints a new officer.

Section III: Nominations and Election Process

(a) The Secretary shall coordinate the activities of an Ad Hoc Committee to be appointed by the President, which shall solicit nominations by mail, either electronically or verbally from all members in good standing.

(b) Members at the Annual Meeting of BCHW shall be given the opportunity to amend or expand the field after careful deliberation regarding distribution of prospective candidates based on regional balance, degree of past activity, gender distribution, and successful involvement in various BCHW programs and services, at local and national levels.

(c) Once nominations are closed, the Ad Hoc Committee through the Secretary shall present all nominated candidates with a time slot not greater than three (3) minutes each to introduce themselves and present the future vision of their prospective office to the General Membership.

(d) Members in good standing who will not be attending an Annual Business Meeting shall be provided the opportunity to nominate and vote by mail-in ballot. Ballots shall only be casted for members in good standing who are physically present at the Annual Meeting.

(e) All proxies must be returned to the Committee ten (10) days prior to the BCHW Annual Business Meeting. Any member who has received a proxy ballot in the mail shall be precluded from voting during the Annual Business Meeting. Completed ballots shall be sent to reach the Publicity Secretary no less than 10 days prior to the Annual Business Meeting. Ballots postmarked after the date, which is 10 days prior to the first day of the APHA meeting will not be counted. A record shall be kept of all ballots mailed, to preclude the possibility of duplicate voting.

(f) The President, in consultation with the Executive Committee shall identify an alternate for the nominations and election process if the Publicity Secretary is unavailable to perform the task.

ARTICLE XII: REMOVAL OF OFFICERS

Officers may be removed by 2/3 vote of the Governing Board, for any of the reasons outlined in ARTICLE IV, of this Bylaw.

ARTICLE XIII: AFFILIATION WITH OTHER CAUCUSES AND

COALITIONS

(a) The BCHW shall provide for affiliation with other racial, ethnic and special interest caucuses/groups of APHA, through the Executive Committee.

(b) The Governing Board shall consider ways and means to assure communication with all groups of African American heritage and other minority group caucuses of APHA, and present their recommendations to the Executive Committee for action.

ARTICLE XIV: FUNDS, PAYMENTS, AND ANNUAL AUDITS

Section I: Funds

All funds received by the BCHW shall be deposited to the credit of the Caucus in a financial institution designated by the Executive Committee. All disbursements drawn on funds of the Caucus shall be in conformity with approved annual budgets and in conformity with the BCHW Policies and Procedures related to expenditures, disbursements in general, and the signing of checks, keeping of financial records, reporting, auditing, and all other financial matters reflecting the Caucus non-profit status.

Section II: Payments

Payment shall be made for all expenses incurred by the organization and its elected representatives, in conformity with an annual budget, adopted by the Governing Board at its Annual Meeting.

Section III: Annual Audits

Annual internal and external audits shall be conducted of expenditures and income of the Caucus.

ARTICLE XV: PARLIAMENTARY AUTHORITY

The business of BCHW shall be conducted according to the principles laid down in the Robert’s Rules of Law.

ARTICLE XVI: AMENDMENTS TO THE BYLAWS

These By-Laws shall only be amended at the Annual Business Meeting of BCHW, held in conjunction with the American Public Health Association Annual Meeting. Proposed Amendments shall be circulated to the membership at least forty-five (45) days in advance of the APHA Annual Meeting at which they are to be voted on. After the proposed amendments had been approved by not less than two thirds of members with voting privileges and in good standing who are present at the meeting, the President shall authorize the By-Laws Committee or appoint an Ad hoc committee to integrate the wordings of said Amendments into the Bylaw.

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