Association of Homecare Owners of Northern Nevada ~ BY LAWS OF AHONN

BY LAWS OF AHONN

BY LAWS

Association of Homecare Owners of Northern Nevada (AHONN)

ARTICLE I – NAME

The Association of Homecare Owners of Northern Nevada is a non-profit corporation (“Corporation” or “AHONN”).

ARTICLE II – MISSION AND VISION STATEMENTS

Non Profit Status:

AHONN is a nonprofit corporation organized under Chapter 82 of the Nevada Revised Statutes. Unless otherwise provided in the Articles of Incorporation or in the Bylaws, AHONN may exercise any power or authority conferred on nonprofit public benefit corporations by law.

Purpose:

The Corporation is organized and shall be operated exclusively for purposes within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended, and to promote such other charitable objects and purposes as determined by the Board of Directors and outlined herein, in its discretion and as set forth in Article III of the Articles of Incorporation.The Mission is to provide home care clients with the highest quality level of personalized care dedicated to employee education and client satisfaction.

Vision Statement:

With our dedicated and passionate team of professionals, Association of Homecare Owners of Northern Nevada (AHONN) will be an influential and forward-thinking group home care providers. We will provide a full range of in-home healthcare assistance, specializing in highly complex cares. AHONN will produce high quality outcomes, focus on employee excellence through on going and thorough education, and attain exceptional customer satisfaction by carefully matching caregiver expertise to patient need, all while maintaining a culture of compassion.

ARTICLE III – STRUCTURE & MEMBERSHIP

Section 1 – STRUCTURE

AHONN membership shall be comprised of licensed homecare owners of Northern Nevada who are in good standing and who meet the requirements of membership as outline herein.

Section 2 – DUES

The Board of Directors and Officers set the annual dues of Regular Members and shall be paid annually on or before the expiration of any previous membership term.

Section 3 – MEMBERSHIP

Members of AHONN shall be a licensed residential home care owners classified as Home for Individual Residential Care (HIC) or Residential Facility for Groups (AGC).
Membership is attained when a completed AHONN membership application and dues payment is received.
Each home care owner is only allowed one vote regardless of the number of facilities owned.
AHONN members shall not furnish non-members with AHONN Confidential Forms and Agreements or Contracts. A violation of this prohibition is grounds for membership cancellation by the Board of Directors and Officers in pursuant to Section 4 below and/or legal action.

Section 4 – MEMBERSHIP CANCELLATION/RE-ADMISSION

The Board of Directors and Officers may cancel membership for delinquent dues that exceed ninety (90) days, in the event it determines that the member no longer meets AHONN membership criteria, or for any other reason considered by the Board to be in the best interest of the Corporation in accordance with the removal provisions below. A member may cancel its membership with a written notice sent to AHONN President of the Board.
Any Regular Member which is in arrears with its dues and other financial obligation which voluntarily cancels its membership, or who has its membership canceled by AHONN, is obligated to pay all accounts applicable for that period of time during which it was in arrears even though its membership has been canceled.
Past members who wish to rejoin AHONN may do so, providing they satisfy any and all dues in arrears from their previous membership with the approval of Board of Directors.
Terminated members cannot share AHONN confidential forms and documents with other non-member homecare owners.

Section 5 – FISCAL YEAR

The fiscal year of AHONN begins January 1^st , and ends December 31st.

Section 4 – ANNUAL MEETING

The annual meeting of the members shall be held each year at such time or place as the Board may determine, for the purpose of electing directors, and for the transaction of such other business as may properly come before the meeting. Failure to hold the annual meeting at the designated time will not work as a forfeiture or dissolution of the Corporation. Written notice stating the place, day, and hour of the meeting shall be given personally or mailed to each member not less than ten (10) nor more than sixty (60) days prior to the date fixed for the annual meeting. E-mail shall be an acceptable means of delivering written notice to the members. For annual meetings at which an election of directors will occur, the notice shall set forth the slate of directors nominated by the members and the procedure for the nomination by members of additional individuals for the position of director.

Section 5 – REGULAR AND SPECIAL MEETINGS

Regular meetings of the members shall be held at six times per year on the first Saturday of the month in which the meeting shall be held or at the discretion of the Board of Directors at such day, hour and place as may be designated by the Board. Special meetings of the members for any purpose or purposes may be called by the Secretary upon written request of the President, Vice President or thirty percent (30%) of the members of the Corporation. Written notice of a time and place for an annual or special meeting shall be delivered personally to each member or sent by first-class mail to the address of each member as it appears on the Corporation’s records not less than ten (10) nor more than sixty (60) days before the date of the meeting except in the case of an emergency. Such notice shall state the general nature of the business to be transacted. E-mail shall be an acceptable means of delivering written notice to the members.

Section 6. – QUORUM

At any meeting of members of the Corporation the presence of thirty percent (30%) of the voting membership shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or by these Bylaws. In the absence of a quorum, a meeting may be adjourned from time to time by vote of a majority of the members present in person, without notice other than by announcement at the meeting and without further notice to any absent member, until a quorum is secured. At any adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally notified.

Section 7 - VOTING

At every meeting of members, each member of the Corporation shall be entitled to one vote except as otherwise specified herein. Proxy votes shall not be recognized. All elections shall be had and all questions decided by a majority vote of the members present in person.

Section 8 – REMOVAL OF MEMBER

Any member may be removed from membership by the affirmative vote of two-thirds (2/3) of the full membership at any regular or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out the purposes of the Corporation. Any such member proposed to be removed shall be entitled to at least five (5) days notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard by the members at such meeting. E-mail shall be an acceptable means of delivering written notice to the members.

Section 9 – ACTION WITHOUT MEETING

Any action which may be taken at a meeting of the members may be taken without a meeting if a consent in writing is distributed to the members, setting forth the proposed action, providing an opportunity for the members to specify approval or disapproval of any proposal, and with respect to election of directors to withhold their vote, and providing a reasonable period of time within which to return the consent to the Corporation. The written consent shall be filed with the Secretary of the Corporation and maintained in the corporate records.

ARTICLE IV – BOARD OF DIRECTORS

Section 1 – BOARD OF DIRECTORS

There should be a minimum of one (1) and maximum of nine (9) Board of Directors elected by majority vote of the members of AHONN. Members of the board take their seats on the date determined at the time of election.
Each elected director serves one two (2) year term and may be elected to serve a second two-year term. An elected director may not serve more than two (2) consecutive full two (2) year terms; provided, however, that if there are no members willing to run for election directors may continue to serve past the two term limit.

Section 2 – REPLACING BOARD MEMBERS BETWEEN TERMS

The Board, by policy, may establish requirements for attendance at Board meetings. A director who resigns, or is removed due to absences in violation of the attendance policy, shall be replaced. The replacement director shall be elected to complete the unfinished term of the replaced director and may stand for election for one additional consecutive term.
Any member of the Board of Directors who are proved to be inefficient on their responsibilities are subject for removal by the majority vote of the Board of Directors.

Section 3 – DIRECTOR RESPONSIBILITIES

The business, affairs, and property of AHONN shall be managed by a Board of Directors (the “Board” or “Board of Directors”). Without limiting the general powers conferred by these Bylaws and provided by law, the Board shall have, in addition to such powers, the following powers:

i) To make and change rules and regulations not inconsistent with law, or with these Bylaws, for the management and control of AHONN and its affairs, and of its officers, employees, and agents; to lease, purchase, or otherwise acquire, in any lawful manner, for and in the name of AHONN, any and all real and personal property, rights, or privileges deemed necessary or convenient for the conduct of AHONN's business and which AHONN is authorized to acquire upon such terms and conditions as the Board thinks fit, and in their discretion to pay therefor, either wholly or partially, in any bonds, debentures, or other securities of AHONN.

ii) To sell or otherwise to dispose of any real or personal property, rights, or privileges belonging to AHONN, whenever the Board determines in its discretion that such a disposition would promote the interests of AHONN.

iii) To enter into agreements and contracts with individuals, groups of individuals, AHONNs, or governments for any lawful purpose.

iv) To supervise and direct the officers, employees, and agent of AHONN and to ensure that their duties are properly performed.

v) To appoint and remove at its pleasure any and all officers, employees, and agents of AHONN, and to prescribe their duties in a manner not inconsistent with these Bylaws, and to fix their compensation.

vi) To borrow money and otherwise incur indebtedness and to enter the terms and amount of such indebtedness in the minutes of the Board, and to evidence such indebtedness by the note of AHONN, and otherwise give security for the payment of such indebtedness.

vii) To cause to be kept a complete record of all the minutes, acts and proceedings of the Board, and to cause an annual inspection or audit of the accounts of AHONN to be made by an accountant to be selected by the Board, showing in reasonable detail all of the assets and liabilities of AHONN and its financial condition.

viii) To amend, alter, and repeal these Bylaws or any part thereof, at any regular or special meeting of the Board.

xi) In addition to the powers and authorities expressly conferred upon the Board by these Bylaws, the Board may exercise all such other lawful powers of AHONN and do all such lawful acts and things in the furtherance of AHONN's business.

Section 4 – ANNUAL MEETING

The annual meeting of the Board shall be held at the principal offices of AHONN on such date and at such place as the Board may determine. Written notice stating the place, day, and hour of the meeting shall be given personally or mailed to each member of the Board at least thirty (30) days prior to the date fixed for the annual meeting. The annual meeting shall be for the purpose of electing officers and for the transaction of such other business as may come before the meeting.

Section 5 – REGULAR AND SPECIAL MEETINGS

The Board may by resolution establish one or more regular meetings at a date and place specified in such resolution. Special meetings of the Board may be called at any time by the President of AHONN or by a majority of the Board. Special meetings shall be held at such time and place as may be designated by the authority calling such meeting. Notice of the time and place of every regular meeting shall be given to each member of the Board by first class mail at least four (4) days, or by notice delivered personally or by telephone at least 48 hours, before the date fixed for the meeting. Notice of the time and place of every special meeting shall be given to each member of the Board by first class mail, not less than ten (10) days nor more than sixty (60) days before the meeting. The purpose of any regular meeting need not be specified in the notice of such meeting. The purpose for which a special meeting is called, as well as the time and place of any special meeting shall be stated in the notice.

Section 6 – QUORUM

A quorum at all meetings of the Board shall consist of a majority of the number of Directors then in office, but a smaller number may adjourn without further notice until a quorum is secured. Except as provided specifically to the contrary by these Bylaws, the act of a majority of the Directors in office at a meeting at which a quorum is present shall be the act of the Board.

Section 7 – COMMITTEES

The Board may designate from among its members, by resolution adopted by a majority of the entire Board any committee which have and may exercise such authority in the management of AHONN as shall be provided in such resolution or in these Bylaws.

Section 8 – ACTION WITHOUT A MEETING

Any action required by law or any other action which may be taken at a meeting of the Directors, or any committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors or committee members.

Section 9 - COMPENSATION

No member of the Board shall receive any compensation for serving in such office; provided that, AHONN may reimburse any member of the Board for reasonable expenses incurred in connection with service on the Board. Any such reasonable expenses that are not reimbursed by AHONN shall be construed as a gift to AHONN. No provision of this section shall be construed as restricting the right of any member of the Board to receive reasonable compensation for serving AHONN in a capacity other than a Director.

ARTICLE V – OFFICERS

Section 1 – OFFICERS

Officers are responsible to the Board of Directors for performance of their duties.
The officers of AHONN are President, Vice President, Secretary, Treasurer, PRO, and Auditor. Officers are elected for a term of two (2) years,
The officers may be elected by majority of the quorum present at the board meeting;
An officer may serve no more than two (2) consecutive terms. If an officer resigns or is unable to complete the term of office the Board of Directors will designate the officer’s replacement.

Section 2 – DUTIES OF THE OFFICERS

President:

Acts as the chief officer of AHONN and the Chairperson of the Executive Board;
Presents the annual report of AHONN to the general membership or assigns the task;
Appoints all committee and task force chairpersons not otherwise specified by these bylaws; and
Appoints committee positions and task force members as stated in the bylaws.

Vice President:

The Vice President, in the absence of the President, performs the duties of that office.

Secretary:

Keeps the records of AHONN;
Performs all duties incident to this position; and
Performs other duties assigned by the President or Board of Directors.

Treasurer:

Maintains oversight responsibility for all moneys of AHONN.;
Keeps, or causes to be kept, regular books of account;
Furnishes a current financial report ;
Oversees a quarterly audit review of the financial records by the Auditor. Copies of the audit results will be available to the membership for review;
Performs all duties incident to this office; and
Performs other duties that may be assigned by the President or Board of Directors

Public Relation Officer -- The PRO:

Public relations officer is responsible for handling all aspects of planned publicity campaigns and PR activities of the association.

Duties of the Public Relation Officer are the following:

Plan publicity strategies and campaigns;
Deal with inquiries from the public, the press, and related organizations;
Organize promotional events such as press conferences, open days, exhibitions, tours and visits;
Speak publicly at interviews, press conferences and presentations;
Provide AHONN with information about new promotional opportunities and current PR campaigns progress;
Analyze media coverage; and
Design, write and/or produce presentations, press releases, articles, leaflets, ‘in-house' journals, reports, publicity brochures, information for web sites and promotional videos.

ARTICLE VI – COMMITTEES

Section 1 – STANDING COMMITTEES

There are three (3) standing committees. Except as provided herein, the President may be the chairperson of all committees (or may assign another party as chairperson).

Finance and Audit Committee – Consists of the Treasurer, who serves as committee Chair, the President, three (3) board members selected by majority vote of the Board and up to _____ members selected by the membership. The Finance Committee prepares an annual budget and recommends this budget to the Board at least thirty-five (35) days prior to the annual meeting of the Board.

Governmental Affairs Committee – The Chair is appointed by the President and it consists of all AHONN members interested in participating in AHONN’s legislative and regulatory activities. The missions of this committee are to:

Ensure that there is adequate and appropriate monitoring, lobbying and oversight on state legislation and regulation that could affect AHONN members;
Protect the interests of AHONN members when legislation or regulations are under creation or review;
Assist AHONN Political Action Committee to effectively communicate AHONN story; and
Make recommendations to the Executive Board regarding any government activities that could affect the industry.

Responsibilities include:

Reviewing proposed bills and rule revisions that affect AHONN members;
Contacting legislative decision makers, when requested to do so, in order to inform these representatives and their staff about AHONN’s position on pending legislation; and
Attending fundraisers in their local area when requested to do so.

Executive Committee – The Executive Committee, with input from the Board of Directors, shall recommend both short-term and long-term goals of the Corporation. The Executive Committee shall be comprised of the President, Vice-President, Secretary, Treasurer and chairs of the other Standing Committees. The Executive Committee has the authority to act on behalf of the entire board between Board of Directors meetings. All Actions taken by the Executive Committee shall be ratified by the full Board at the next regularly scheduled Board meetings. TheExecutive Committee meetings are open to all AHONN members in good standing. There shall be, at least, four (4) Executive Committee meetings each fiscal year.

Section 2 – TASK FORCES

The Executive Committee, may establish, from time to time, a task force for specific purposes and objectives. Unless otherwise directed by the Executive Board shall appoint members and chairpersons of any task force.

ARTICLE VIII – PARLIAMENTARY AUTHORITY

Meetings shall be conducted in accordance with the Rules of Order, unless otherwise specified in these bylaws.

ARTICLE IX – AMENDMENTS TO THE BY LAWS

Amendments to the bylaws shall be effected as follows:

Amendments recommended by the Executive Committee may be approved in one of two ways:

A) Proposed amendments will be available to the voting members thirty (30) days prior to the scheduled membership meeting. At the membership meeting, the amendments shall be approved by fifty percent (50%) plus one of the member/quorum present; or

B) Proposed amendments will be available to the voting members online or with an enclosed ballot and a self-addressed envelope, or faxed, with a fourteen (14) day reply or return date. Votes may be cast online or ballots may be mailed or faxed by members to AHONN by the return date. When the votes or ballots are counted amendments shall be approved by fifty percent (50%) plus one of the votes casted or ballots returned by the return date.
Proposed by-law changes initiated at the general membership meeting shall be approved for a vote by two-thirds (2/3) of the quorum present. The voting process shall be implemented as follows:

Ballots shall be available to the total voting membership online or with a self-addressed envelope within fifteen (15) working days following the membership meeting;
The votes shall be returned to the Secretary within thirty (30) working days following the general membership meeting; and
The ratification of the proposed amendments must be finalized by fifty percent (50%) plus one of AHONN members who vote yes.

ARTICLE X – LIABILITY OF THE EXECUTIVE BOARD

AHONN shall, to the extent legally permissible, indemnify each person who is, or shall have been, a Director or Officer of the association and the person’s heirs, executors, administrators and legal representatives, against all liabilities and expenses (including judgments, fines, penalties and attorneys’ fees) imposed upon or incurred by any such person in connection with, or arising out of, the defense or disposition of any action suit or other proceeding, whether civil or criminal, in which he or she may be a defendant or with which he or she may be threatened or otherwise involved, directly or indirectly, by reason of the person’s being, or having been, such a Director or Officer of AHONN.

ARTICLE XI – DISSOLUTION

The property of the Corporation is irrevocably dedicated to exempt purposes.

Upon the dissolution, liquidation and winding up of the Corporation, assets shall be distributed to one or more organizations entitled to exemption from federal income tax under § 501(c), or shall be distributed to the federal government or to one or more state or local governments for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine which are organized and operated exclusively for such purposes.

ARTICLE XII – CONFLICT OF INTEREST

Section 1. Duty to Disclose. Each officer and Director shall comply with the procedures of AHONN’s conflicts of interest policy with respect to any transaction in which an economic benefit is provided by AHONN to a Director or officer: (a) in exchange for services rendered, (b) in connection with the purchase or sale of one or more assets or services, or (c) in connection with any partnership, joint venture or revenue sharing arrangement (an “Applicable Transaction”). The Board may provide parameters from time to time defining transactions that are not subject to this policy to the extent that the authorized officers of AHONN comply with the parameters set forth in such policy, in which case such transaction will not be considered an Applicable Transaction.

Section 2. Approval of Applicable Transactions. Except as otherwise provided pursuant to AHONN's policy, all Applicable Transactions must be approved by the affirmative vote of a majority of a quorum of the Board in advance in accordance with the following procedures:

(a) Disinterested Board. Any officer or Director that will benefit, directly or indirectly from such Applicable Transaction, shall not participate in any discussions with respect to the Applicable Transaction, except to the extent of the disclosure required hereunder and in the conflicts of interest policy and in response to inquiries of the disinterested members of the Board, and shall leave the room before the Board votes to approve or disapprove the Applicable Transaction.

(b) Acquisition of Relevant Data. The Board shall determine and obtain sufficient comparable data, including, but not limited to asset or business valuation appraisals, compensation surveys, copies of third‑party bids or offers, and such other data necessary for the Board to determine, in good faith, that the value of the economic benefits provided to the officer or Director are fair in comparison to the assets, services or other consideration to be provided by the officer or Director to AHONN.

i. the name of the officer or Director, the nature of the Applicable Transaction, a summary of the comparable data reviewed, a summary of any other action taken to determine the economic fairness of the Applicable Transaction to AHONN, and the Board’s decision as to whether such Applicable Transaction is approved; and

ii. the names of the persons who were present for discussions and votes relating to the Applicable Transaction, the content of the discussion, and a record of any votes taken in connection therewith.

CERTIFICATE OF SECRETARY

I CERTIFY THAT I AM THE DULY ELECTED AND ACTING SECRETARY OF AHONN, a nonprofit public benefit corporation that the above bylaws, are the bylaws of this corporation as amended by the Board of Directors on May 29, 2015, and they have not been amended or modified since.

Executed on June 10, 2015, at Reno, Nevada

Sgd: Fely Amundson

AHONN Secretary

BY LAWS OF AHONN

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