BYLAWS | IOHSK

Bylaws

In all matters, the organization must act in harmony with the principles and procedures of the IOHSK and its constitution. If you are a member, be sure to read our bylaws. Bylaws are the heart of our association's governance and structure.

Article I. Name and Purposes

Article II. Member and Membership

Article III. Membership Meetings

Article IV. Dues and Assessments

Article V. Board of Directors

Article VI. Officers

Article VII. President & Chief Executive Officer

Article VIII. Committees

Article IX. Electronic Meetings

Article X. Use of Electronic Communication

Article XI. Finance

Article XII. Waiver of Notice and Amendments

Article XIII. Dissolution & Rule of Order

As adopted July 22, 2020.

Under revision as of July 22, 2020

ARTICLE I. NAME AND PURPOSES

Section 1. Name
The name of this organization shall be the International Organization for Health, Sports, and Kinesiology (hereinafter referred to as the “IOHSK”)

Section 2. Purposes
The purposes of the IOHSK are to:
1. Support the scholarly, professional, and academic activities of the IOHSK;
2. Facilitates the cooperation of professors and research scholars in universities and colleges, and in related fields of Health, Sports, and Kinesiology, for the promotion of the interests of higher education, research, relevant business in Health, Sports, and Kinesiology, and in general to increase the usefulness and advance the standards, ideals, and welfare of the profession.
3. Encourage faculty and student participation in scholarly, academic, and professional

activities at the IOHSK.
4. Facilitate the dissemination of information on principles and practices in Health, Sports, and

Kinesiology.

In furtherance of the purposes described above, but not in limitation thereof, the organization shall have the power to conduct studies; to disseminate statistics and other information; to engage in appropriate fundraising activities; to conduct promotional activities, including advertising and publicity, in or by any suitable manner of media; to hold such property as is necessary to accomplish its purposes, and to employ individuals to further its purposes under Article II. The IOHSK is organized and operated for the above-stated purposes and for other nonprofit purposes. No part of its assets, income or profits shall be distributable to, or inure to the benefit of, any individual, except in consideration of services rendered.

ARTICLE II.    MEMBER & MEMBERSHIP

Section 1.    Membership Qualifications
Membership may be granted to any individual that: (i) meets the criteria set forth below for membership in the IOHSK; (ii) shares interest in and supports the purposes of the IOHSK; (iii) abides by these Bylaws and such other policies, rules, and regulations as the IOHSK may adopt; and (iv) meets such additional criteria for each category of membership in the IOHSK as the Board of Directors may establish.

Section 2.    Definition of Organization
The term "Organization" as used in these Bylaws means any voluntary member or donor-based international, national, regional, state or local organization established to perform an industrial, trade, professional, technical, educational, philanthropic or service function for the purpose of promoting and protecting the interests represented by such voluntary organizations. The requirement that the organization be voluntary shall not prevent representatives of other professional societies and organizations.

Section 3.    Membership Categories
The membership of the IOHSK shall be composed of the following categories:

Membership
Regular membership may be granted to any individual who (a) is a professor, researcher, scholar, undergraduate and graduate student, health profession, and (b) works in the related fields of the organization, such as medical, public health, general health, sports, sport industry, and kinesiology.

1. CEO Member
CEO membership may be granted to any individual who serves as the (i) chief executive officer, chief administrative officer, and account executive of an Organization; or (ii) head of a major section or division of an Organization. The CEO member is a non-paid position.

2. Organization Members
Organization membership may be granted to any individual who performs management or supervisory functions for the IOHSK.

3. Consultant Members
Consultant membership is available to individuals whose primary service to Organization members involves the non-profit organization tax preparation, management of intellectual property, or expert advice to the organization or members in the organization.

4. Honorary Members & Life Members
Honorary membership may be granted by the Board of Directors to any individual who (i) has made outstanding contributions to the growth and advancement of the IOHSK; and (ii) meets such other criteria as determined by the Board of Directors from time to time. Life membership may be granted by the Board of Directors to any individual who (i) has been a member of the IOHSK for a minimum of seven (7) consecutive years; and (ii); meets such other criteria as determined by the Board of Directors from time to time.

5. Student Members
Student membership may be granted to any full-time student who is enrolled in an accredited college or university with an interest in the organization.

6. Professional Members
Professional membership may be granted to any individual who is or works in health, sports, and kinesiology.

Section 4.    Application
The Board of Directors, or its designee(s), shall adopt procedures to facilitate the consideration of applicants for membership in the IOHSK. The Board of Directors, or its designee(s), shall determine, based on the criteria set forth in these Bylaws and such other guidelines as the Board of Directors may prescribe, whether individual applicants meet the qualifications necessary for membership in the IOHSK. All such qualified applicants shall become members upon notice from the IOHSK.

Section 5.    Rights and Duties
All members shall be entitled to serve on committees and to attend the education and social functions of the IOHSK, but only CEO and Organization Members (also referred to herein as "voting members") may vote, serve as members of the Board of Directors or hold office, except as otherwise set forth in these Bylaws. Each voting member shall have one (1) vote on matters submitted to a vote of the membership.

Section 6.    Resignation
Members may resign from the IOHSK at any time by giving written notice to the IOHSK. Any member resigning from the IOHSK shall be responsible for all billed and unbilled dues and assessments related to the then current full fiscal year of the IOHSK.

Section 7.    Ineligibility
In the event that a member ceases to be eligible for membership in the IOHSK, he or she must immediately notify the IOHSK. Such individuals may complete the remainder of their current paid membership term; however, they may not renew their membership in the IOHSK until such time as they are eligible for membership.

Section 8.    Termination of Membership
Membership in the IOHSK may be terminated or suspended for cause. Sufficient cause for such termination or suspension of membership shall be a violation of these Bylaws or any policies, rules, or regulations of the IOHSK. Termination or suspension shall be by majority vote of the Board of Directors; provided, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel in accordance with procedures adopted by the Board of Directors. In addition, the membership of any member who becomes ineligible for membership or who shall be in default in the payment of any dues or assessments shall be terminated automatically. In special circumstances such termination may be delayed by the Board of Directors.

Section 9. Membership Dues
The annual membership fee for the IOHSK shall be $200.00 for the President, $150.00 for the Vice President, $100.00 for the Board of Directors, excluding the President and the Vice President, $40.00 for non-student status (undergraduate and graduate students) members, including professors, researchers, scholars, practitioners, or clinician, and $30.00 for all students.

ARTICLE III: MEMBERSHIP MEETING

Section 1.    Annual and Special Meeting
An annual meeting of the voting members of the IOHSK shall be held at such time and place as shall be determined by the Board of Directors. Special meetings of the voting members of the IOHSK may be called at the request of the CEO or Chair, or at the written request of two-thirds (2/3) of the IOHSK's voting members. The time and place for holding special meetings shall be determined by the Board of Directors.

Section 2.    Notice and Quorum
Notice of any annual or special meeting of the voting members shall state the time, date, place, and purpose of the meeting, and shall be delivered not more than thirty calendar (30) days and not less than three business (3) days prior to the date of such meeting, unless otherwise required by applicable law. Fifty (50%) of the voting members of the IOHSK present (either in person or by proxy) at any duly called meeting of the voting members shall constitute a quorum for the transaction of business, provided that if less than a quorum is present, a majority of the voting members present may adjourn the meeting to another time without further notice.

Section 3.    Manner of Acting
The act of a majority or more of the voting members present (either in person or by proxy) at a duly called meeting of the voting members at which a quorum is present (either in person or by proxy) shall be the act of the members for all matters voted upon by the voting members, unless the act of a greater number is required by these Bylaws.

ARTICLE IV. DUES & ASSESSMENTS

The initial and annual dues for each category of membership shall be determined by the Board of Directors. The time for paying such dues and other assessments, if any, shall be determined by the Board of Directors. Under special circumstances, the Board of Directors, or its designee(s), may waive the annual dues and/or assessments for any member.

ARTICLE V.    BOARD OF DIRECTORS

Section 1.    Authority and Responsibility
The affairs of the IOHSK shall be managed by the Board of Directors, which shall have supervision, control, and direction of the IOHSK, shall determine its policies or changes therein within the limits of these Bylaws, shall actively promote its purposes, and shall have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2.    Composition
The Board of Directors shall be composed of ten (10) voting members as follows: the President (1), Vice Presidents (3), Secretary (1), Treasurer (1), and IOHSK Coordinators (4) from Public Relations, Communication and Media, Archivist, and Publication. In addition, the Chief Executive Officer (CEO) and Editor-in-Chief for the JOHSK shall be an ex-officio, non-voting member of the Board.

Section 3.    Qualifications and Term
Only members of the IOHSK shall be eligible to serve on the Board of Directors. The Ten (10) Board of Directors, the CEO, the Editor-in-Chief for the JOHSK, and editorial members of the JOHSK shall serve a two (2) years term, or until such time as their successors are duly elected, qualified, and assume their position. Coordinators shall serve a two (2) year term in office, or until such time as their successors are duly elected, qualified, and assume their position. All Officers and Coordinators shall take office on July 31 of the year in which they are elected. Terms shall run from July 31 to June 30, or until such time as successors are duly elected, qualified, and assume their position. The Board of Directors and Editorial Members/Committee shall be eligible for re-election. Coordinators completing a full term in office shall be eligible for election.

Section 5.    Manner of Election.

a. Nominating Committee Recommended Slate
At least thirty (30) days prior to June 1 of every two years, the Nominating Committee, appointed by the CEO, the President, or Vice Presidents, shall recommend a slate of qualified candidates to the Board of Directors to fill each seat on the Board of Directors that is either vacant or set to expire. Members of the Nominating Committee are ineligible to stand for election to any office.

b. Publication of Slate
The Nominating Committee's recommended slate shall be announced to all members.

c. Additional Nominations and Election
The voting members shall have fifteen (15) days from the date the Nominating Committee's slate is announced to submit additional nominations to the Secretary. Such additional nominations must be supported by a written petition signed by at least three members/recommendations of the IOHSK's voting members as well as at least one recommendation from either the CEO or the Editor-in-Chief of the JOHSK. If there are nominees by petition, the Board of Directors shall submit a ballot to the members at least thirty (30) days prior to the next Annual Meeting of voting members identifying those candidates nominated by the Nominating Committee and those nominated by petition. The results of such election shall be announced no later than the next Annual Meeting of voting members following the election.

When an officer has resigned or is disqualified, the office shall be filled by a special election of the IOHSK, which shall be held as promptly as is feasible. The Board of Directors is empowered to fill vacancies in any elective office until a special election is held. The person so elected shall hold office for the remainder of the term.

d. Uncontested Election
If there are no additional nominations, the Board of Directors annually shall elect such slate, and shall announce the results of such election no later than the next Annual Meeting of voting members following the election.

Section 8.    Meeting by Conference Call
Any action to be taken at a meeting of the Board of Directors or any committee thereof may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of any meeting to be held by conference call (whether regular or special) may be delivered a minimum of twenty-four (24) hours prior to the meeting.

Section 9.    Quorum
A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors; provided that when less than a quorum is present at said meeting, a majority of the Board of Directors members present may adjourn the meeting to another time without further notice.

Section 10.    Manner of Acting
The act of a majority of Board members present at a duly called meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these Bylaws.

Section 11.    Action by Written Consent
Any action requiring a vote of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action taken, is approved by all of the members of the Board of Directors entitled to vote with respect to the subject matter thereof.

Section 12.    Resignation and Removal
Any member of the Board of Directors may resign at any time by giving written notice to the CEO or the President. Any member of the Board of Directors may not be removed during the elected and/or appointed period.

Section 13.    Compensation and Vacancies
The Board of Directors shall not receive any remuneration for their services as a Board of Directors; however, the Board of Directors, by the affirmative vote of the majority of the Directors then in office, may authorize the reimbursement of reasonable expenses for the annual conferences, events, or special meetings of the Board of Directors. Nothing contained herein shall be construed to preclude any Director from serving the IOHSK in any other capacity and receiving reasonable compensation therefor. Vacancies in any Director position shall be filled by appointment from the Board of Directors.

ARTICLE VI. OFFICERS

The officers (the Board of Directors) of the IOHSK shall be the CEO, President, Vice President, Secretary, Treasurer, Coordinators, and ex-officio. The term of office shall be two years.

1. Chief Executive Officer (CEO): 1 position
The duties of the CEO shall include carrying out administrative and financial responsibilities for the IOHSK and JOHSK (Journal of Health, Sports, and Kinesiology), the policies of the IOHSK, appointing all committees of the IOHSK if necessary, exercising general supervision over the activities of the chapter, and presiding at meetings of the IOHSK. The CEO shall be a member ex officio of all subcommittees and ad Hoc Committee.

2. President: 1 position
The duties of the President shall include carrying out the policies of the IOHSK, appointing all committees of the IOHSK if necessary, exercising general supervision over the activities of the chapter, and presiding at meetings of the IOHSK. The President shall be a member ex officio of all subcommittees and ad Hoc Committee.

3. Vice president: 3 positions
The duties of the Vice President shall include those usually appertaining to the office and those delegated by the President. In the absence of the president, the vice president shall serve in the President's stead. The Vice President shall be a member ex officio of all subcommittees and ad Hoc Committee.

4. Secretary: 1 position
The duties of the secretary shall include keeping a record of all proceedings and correspondence of the IOHSK, certifying IOHSK members to the meetings, conferences, and events, preparing or overseeing the preparation of flyers, advertisements, newsletters for distribution to the members if such shall be desired, maintaining official contact with the members. It shall be the duty of the secretary to provide the secretary of the IOHSK names of the officers of the IOHSK and the chapter bylaws and to conduct the correspondence of the IOHSK with the secretary. In the absence of the President and Vice president, the secretary shall preside at meetings of the IOHSK.

5. Treasurer: 1 position
The treasurer shall keep an accurate record of all funds received and disbursed. At the request of the executive committee, the treasurer shall prepare an annual IOHSK budget and report of finances and submit them for approval. It shall be the duty of the treasurer to remit to the IOHSK and/or to the applicable conferences, events, publications, and meetings. In the absence of the President, Vice President, and Secretary, the Treasurer shall preside at meetings of the IOHSK.

6. Coordinators: 4 positions
The coordinators (including Public Relations, Communication and Media, Archivist, and Publication) shall work on public relations (disseminating flyers and advertisement, and membership maintenance), communication and media (website, graphic design), keeping and archiving meeting agenda, proceedings, and publications, and all publications, including the JOHSK.

ARTICLE VIII: COMMITTEES

Section 1. Advisory Committee
The Advisory Committee shall consist of the CEO, the President, the Vice Presidents, the immediate past president, and three to five (3-5) members at large and one (1) Certified Public Accountant (CPA), appointed by the Board of Directors. The majority of the Advisory Committee shall constitute a quorum for conduct of business of the committee. The Advisory Committee shall assume responsibility for the IOHSK's continuing effective presence as an organization, keeping all positions on the Board of Directors filled as vacancies occur.

Section 2. Membership Committee
The membership committee (2 members at Large) shall regularly recruit new members and encourage the maintenance of membership. Working with the treasurer and other applicable organization officers, the committee shall promote the establishment of a due’s deduction plan and other appropriate plans to encourage membership recruitment and maintenance.

Section 3.    Nominating Committee
The Nominating Committee shall consist of five (5) Members of the IOHSK. With the approval of the Board of Directors, annually shall appoint the Chair and members of the Nominating Committee. Each Nominating Committee member shall serve a 2-year term. Nominating Committee members may not serve more than two (2) consecutive terms in office. The Nominating Committee shall solicit the IOHSK's members for nominations for those offices and directorships which are vacant or about to expire. The Nominating Committee shall submit to the Board of Directors a list of qualified candidates to succeed those Directors and Officers whose terms are set to expire.

Section 4.    Other Committees
The IOHSK may create additional standing and ad hoc committees as necessary to promote the welfare of the IOHSK. The chair and members of these committees shall be appointed by the Board of Directors. Some such committees may be, but are not limited to:
Annual Conference Organizing Committee
Special Lecture Series Organizing Committee
Professional Development Committee

ARTICLE IX. ELECTRONIC MEETINGS

Any action to be taken at a Board of Directors, Advisory Committee, member, committee, or task force meeting may be taken through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such a meeting shall constitute presence in person at the meeting of the persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, notice of an electronic meeting must be delivered at least twenty-four (24) hours prior to the meeting.

ARTICLE X. USE OF ELECTRONIC COMMUNICATION

Unless otherwise prohibited by law, (i) any action to be taken or notice delivered under these Bylaws may be taken or transmitted by electronic mail or other electronic means; and (ii) any action or approval required to be written or in writing may be transmitted or received by electronic mail or other electronic means.

ARTICLE XI.    FINANCE

Section 1.    Contracts
The CEO and the President may authorize any officer or officers, agent or agents of the IOHSK, 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 IOHSK, and such authority may be general or confined to specific instances.

Section 2.    Payment of Indebtedness
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the IOHSK shall be signed by the CEO. In the absence of the CEO, such instruments shall be countersigned by the President and one of Vice Presidents.

Section 3.    Deposits
All funds of the IOHSK shall be deposited to the credit of the IOHSK in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 5.    Gifts & Donations
The Board of Directors may accept on behalf of the IOHSK any donation, contribution, gift, bequest, or devise for the general purposes or for any special purpose of the IOHSK.

Section 6.    Annual Audit
The Board of Directors shall provide for an annual audit of the financial records of the IOHSK by a Certified Public Accountant. A report of the financial condition of the IOHSK shall be made to the membership of the IOHSK annually.

Section 7.    Fiscal Year
The fiscal year of the IOHSK shall be determined by the Board of Directors.

ARTICLE XII. WAIVER OF NOTICE & AMENDMENTS

Whenever notice is required to be given under applicable law or these Bylaws, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. These Bylaws may be altered, amended, or repealed by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting of the Board.

ARTICLE XIII. DISSOLUTION & RULE OF ORDER

In the event of the dissolution of the IOHSK, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the IOHSK, distribute all of the remaining assets of the IOHSK (except any assets held by the IOHSK upon condition requiring return, transfer or other conveyance in the event of dissolution, which assets shall be returned, transferred or conveyed in accordance with such requirements) exclusively for the purposes of the IOHSK in such manner, or to such organization or organizations as shall at the time qualify as a tax-exempt organization or organizations recognized under Sections 501(c)(3) or 501(c)(6) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Internal Revenue statute, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the court of general jurisdiction of the county in which the principal office of the IOHSK is then located, exclusively for such purposes in such manner, or to such organization or organizations that are organized and operated exclusively for such purposes, as said court shall determine. Roberts Rules of Order Revised shall be the authority for the IOHSK in matters of procedure not specified above.

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