Article VI:  Officers and Board of Directors

Notice of Meeting of the InSight Membership - 10/20/2007

On behalf of Debe Gash, InSight President, and Sandra Ott, InSight Secretary, please be notified that there will be a meeting of InSight membership taking place at this year’s InSight Annual Conference on Saturday, October 20th. This meeting will be held in B405, (8:00 a.m. - 9:00 a.m.). Please see the agenda below:

  • Secretary report:  approval of 2006 minutes
    • Approval of Bylaw Change
  • President report:  state of InSight
  • VP Finance report
  • Director, Membership report
  • VP Enhancements report
  • VP Education report
  • McKesson Liaison report
  • Executive Director report

At this year’s meeting a proposed bylaw change is being brought forward during the membership update. During the meeting you, as a voting member, will have the option to approve or reject the proposal. The change would incorporate another Board position, Vice President-Membership. The new draft of Article VI is below:

ARTICLE VI
OFFICERS AND BOARD OF DIRECTORS

Section 1.  Titles. The elected Board of Directors of the Corporation shall consist of eleven members, seven of whom shall be the Officers.  The Officers of the Corporation shall be the President, President Elect, Secretary, the Vice President-Finance, the Vice President-Education, the Vice President-Membership and the Vice President-Enhancement.  The additional members of the Board of Directors shall be the Director-Membership, Director-Education, Director-Enhancement and the immediate Past President of the Corporation.  These members of the Board of Directors shall be elected in accordance with these bylaws. The Board of Directors may appoint up to six Directors-at-Large in transitional positions for the purpose of assimilating new product line representatives into the Board of Directors for the period of transition. 

The Board may appoint up to two Affiliate member Board members as ex-officio members of the Board with voting privileges.  The Executive Director shall also serve as an ex-officio member of the Board without voting privileges.

Section 2.  Responsibilities of Officers and Members of the Board of Directors.  

President. The President shall have general management over the policies and affairs of the Corporation, and responsibility to see that the bylaws and all resolutions and directions of the Board of Directors are carried out.  It is the responsibility of the President to preside at all meetings of the Corporation and of the Board of Directors, and serve as chief executive officer of the Corporation and exercise such duties as instructed by the Board of Directors.  

President Elect. The President Elect shall perform such duties as prescribed by the President or the Board of Directors and in his/her absence or indisposition to perform the duties of the President.

Vice President-Finance. The Vice President-Finance shall maintain accounting responsibility for the financial resources of the Corporation. The Vice President-Finance shall have the custody of all the funds and securities of the Corporation and shall manage these funds according to the guidelines established by the Board of Directors.  The Vice President-Finance shall perform all duties which are incident to this office, subject, however, at all times to the direction and control of the Board of Directors.

Secretary.   The Secretary shall maintain the minutes of all meetings of the Board of Directors, the minutes of all meetings of the Corporation, and any other such minutes which from time to time may be deemed necessary.  The Secretary shall attend to the giving and serving of all notices of the Corporation regarding meetings of the Board of Directors or of the members and any other such notices as may be required.  The Secretary shall maintain the official documents or records of the Corporation, including the bylaws, minutes, policies and procedures and any other records which the Board of Directors may define.

Vice President-Education. The Vice President-Education shall have the primary responsibility for organizing any educational conferences and providing other educational opportunities.

Vice President-Membership. The Vice President-Membership shall have the primary responsibility for direction and coordination of membership initiatives.

Vice President-Enhancement. The Vice President-Enhancement shall have the primary responsibility for direction and coordination of product enhancement processes.

Director-Education. The Director-Education shall assist the Vice President-Education in all areas relating to education.

Director-Enhancement. The Director-Enhancement shall assist the Vice President-Enhancement in all areas relating to product enhancement processes.

Director-Membership.  The Director-Membership shall assist the Vice President-Membership in all areas related to membership including, but not limited to, promotion of membership and the maintenance of official membership rolls and shall validate eligibility for membership in the Corporation as appropriate.

Past President.   The Past President shall provide continuity of leadership and assistance to the President and Board of Directors in the management and direction of the Corporation.

Directors At-Large. Directors At-Large shall be appointed by the Board of Directors to provide transition representation and assist in the integration of new groups of product users into the organization.

Ex-officio Member-Executive Director.  The Executive Director shall provide services to the Corporation as defined by contract with the Corporation.

Ex-officio Members-Affiliate Members.  The Affiliate Members shall be those persons who serve, upon approval of the Board, as liaisons between the Board of Directors and Board approved vendors.  They shall serve as communication and education links between the Board of Directors and the Board approved vendors.

Section 3. Terms of Office and Elections.  Using the election process defined in these bylaws, the individual members of the Corporation shall elect a Board of Directors and Officers of the Corporation according to the following schedule.  Terms of office of the elected Board of Directors and Officers shall begin at the beginning of the next calendar year following their election.

The following positions are elected annually for one-year terms: 
President Elect
Director-Education
Director-Enhancement
Director-Membership

The following position is elected biannually in even years for a two-year term:
Vice President-Finance

The following position is elected biannually in odd years for a two-year term: 
Secretary

The following positions of the Board of Directors shall be filled by succession: 

  • Past President
    • President succeeds to position of Past President
  • President
    • President Elect succeeds to position of President
  • Vice President-Education
    • Director-Education succeeds to position of Vice President-Education
  • Vice President-Membership
    • Director-Membership succeeds to position of Vice President-Membership
  • Vice President-Enhancement
    • Director-Enhancement succeeds to position of Vice President-Enhancement

Ex officio members of the Board of Directors shall serve for periods of time defined by policy.  Directors at Large will serve for up to one-year terms and may be reappointed to the Board of Directors at the discretion of the Board of Directors.

Section 4.  Eligibility.  To be eligible to serve on the Board of Directors with the exception of Director-at-Large and ex officio positions, a person must be an individual member of the Corporation.  The President Elect/President/Past President shall not be eligible for reelection to the same position for consecutive terms.  Other Directors and Officers shall not be eligible for re-election to the same position for more than two consecutive, full, elected terms.

Section 5.  Vacancies.  Should a vacancy, except for the office of the President or President Elect, be created through any cause whatsoever, a successor to such person, who shall serve the unexpired portion of such term, shall be named by vote of the Board of Directors.  Any vacancy occurring in the office of the President shall be filled by succession of the President Elect who shall then continue for his/her own full term as President. Should a vacancy occur in the office of President following the succession of the President Elect to the Presidency, the continuing order of succession shall be the Secretary followed by the Vice President-Finance. In the event of a vacancy in the office of President Elect the immediate Past President shall perform the duties of that office until an election can be held to fill the position.  Such election shall be held within ninety days of such vacancy.

Section 6.  Resignation and removal of members of the Board of Directors.  Resignation may be by letter of resignation to the Board of Directors or for any one (1) or more of the following reasons:

(1.) Cessation to satisfy eligibility requirements as set forth,
(2.) Failure to attend three (3) consecutive Board meetings,

Any Director or Officer may be removed from the Board of Directors, with or without cause, by the affirmative vote of the majority of the total individual membership or by the affirmative vote of two-thirds of the Board of Directors.  This action shall take place at any annual or other meeting called and noticed for that purpose.  Removal may be considered inclusive of but not limited to the following reasons:

(1.) Conduct detrimental to the interests of the Corporation, or
(2.) Refusal to render reasonable assistance in carrying out the Corporation’s purposes. Any member of the Board of Directors proposed to be removed shall be entitled to at least five (5) days notice in writing prior to the meeting of the members or of the Board of Directors at which such removal is to be voted upon and shall be entitled to appear before and be heard by the membership or the Board of Directors at such meeting.

Section 7. Classes.  There shall be three classes of Directors.  All members of the Board of Directors except for the ex-officio members shall be classified as voting members.  Ex-officio members shall be classified as voting or non-voting members, which shall be defined in policy.

Section 8. Compensation.  By the resolution of the Board of Directors, expenses of attendance for any regular or other meeting may be allowed.