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Articles of Incorporation & Bylaws

NATIONAL ENVIRONMENTAL HEALTH ASSOCIATION

ARTICLES OF INCORPORATION

Preamble

We, the Environmental Health Professionals of the United States of America and the World, in order to preserve, protect, and improve the quality of life for the family of Man; to control those constituents of the environment which cause, or may cause deleterious effects to the health and well-being of Mankind or to the food and drink, lands, waters, atmosphere, shelter and other resources upon which humanity is utterly dependent for survival; to control the acute and chronic diseases which have afflicted humankind through the ages; to establish standards of competence and ethics against which the performance of our profession may be measured; to take an active leadership role in the resolution of issues and formulation of environmental health policies at the national level; and to create a forum for the free exchange of thought, opinion, philosophy, and technology, in a climate of mutual respect, now and in the future, do ordain and establish this Constitution for the National Environmental Health Association.

ARTICLE I

Name

The name of this organization, a national, corporate, non-profit professional association, incorporated under the laws of California, shall be:  The National Environmental Health Association, Incorporated.

ARTICLE II

Definitions

Section 1.  The word “AFFILIATE,” hereinafter used, shall mean a State, Territorial, Provincial, Regional or specifically identifiable Association affiliated with the National Environmental Health Association, Incorporated.

Section 2.   The word “ASSOCIATION” and the abbreviation “NEHA,” hereinafter used, shall mean the National Environmental Health Association, Incorporated.

Section 3.  The word “BOARD,” hereinafter used, shall mean and be composed of the following: officers of the Association, including the Immediate Past President, and each Regional Vice President who represents each region as established by the Board, and the Executive Director, who shall serve as a non-voting member of the Board.

Section 4.  The word “COUNCIL,” hereinafter used, shall mean and include the Delegates of the Association and the members of the Board.  The Executive Director shall be a non-voting member of the Council.

Section 5.  The word “DELEGATES,” hereinafter used, shall mean and be comprised of a representative designated by each affiliated organization, including the Student Environmental Health Association.  All Delegates shall be members in good standing of NEHA.

Section 6.  The words “ENVIRONMENTAL HEALTH,” hereinafter used, shall mean the environment as related to human health.

Section 7.  The words “OFFICERS OF THE ASSOCIATION,” hereinafter used, shall mean the President, the President-elect, the First Vice President, the Second Vice President, the Immediate Past President, and a Regional Vice President to represent the members of each Region established by the Board and elected by the membership of the existing Regions.

Section 8.  The words “POLICY AND PROCEDURE MANUAL,” hereinafter used, shall mean the National Environmental Health Association operational guidelines.

Section 9.  The words “REGIONAL VICE PRESIDENT,” hereinafter used, shall mean persons elected by NEHA members in the Region they represent.

ARTICLE III

Purposes

Section 1.  The purposes of the National Environmental Health Association shall be to maintain and improve the standards of performance of professionals in Environmental Health by encouraging research, education, and the dissemination of information by:

A.    Publishing, or causing to be published, scientific or other information,

B.    Requiring the highest degree of skill, efficiency and professional competence among those who practice in the profession of Environmental Health,

C.    Sponsoring educational and scientific conferences, maintaining programs of credentialing and continuing education, and disseminating educational material,

D.    Engaging in any other appropriate activities expected of a professional organization; provided, however, that the Association shall not function as a collective bargaining agent for the purpose of fixing the compensation or conditions of employment for any of its members, nor shall it endorse products or services of any manufacturer, nor shall any member issue any other commercial endorsement by or in the name of the Association.

ARTICLE IV

Membership

Section 1.  There shall be four (4) classes of membership with voting privileges, designated Active, Sustaining, Institutional, and Life; and four (4) classes of non-voting membership designated as Student, Emeritus, Honorary, and Subscribing.  Sustaining and Institutional members shall designate one (1) individual who shall enjoy voting privileges on their behalf.

Section 2.  The right to hold elective office and to chair standing committees shall be open to Active, and Life members only.

ARTICLE V

Finances

Section 1.  The operating expenses of the Association shall be met from membership dues and from any other source approved by the Board.  Financial grants for specific purposes may be accepted by the Board.

Section 2.  All funds received, handled, and expended shall be accounted for as specified by the Board.  The financial records of all funds received, handled, and expended shall be audited annually by Certified Public Accountants approved by the Board.

Section 3.  The Executive Director, Treasurer, and other such persons as may be designated by the Board shall be given compensation for the faithful performance of their duties in such form and amount as the Board shall, from time to time, determine.

Section 4.  Annual dues or special assessments for the various classes of membership shall be established by a two-thirds (2/3) majority of the Council and shall be recorded in the Policy and Procedure Manual.  All such amounts shall stand until a change is voted and recorded.  The establishment of Association dues or contributions shall in no way be associated with Affiliate dues.

ARTICLE VI

Officers

Section 1.  The officers of this Association are defined in Article II, Section 7.

Section 2.  Active and Life members only shall be eligible for election as Officers of the Association.  However, an affiliate officer or other voting affiliate board member cannot serve as a member of the NEHA Board of Directors.  Should an affiliate president be elected to the board, he or she must resign their affiliate position before assuming their new NEHA position.  Conversely, if a NEHA director is elected an affiliate president, that director must resign from the NEHA board before assuming the affiliate presidency.

Section 3.  Officers shall serve in the same position for one (1) year unless advanced under Article X Section 8 and except Regional Vice Presidents who shall serve for three (3) years or until their successors have been duly elected and inducted.

Section 4.  The Duties of the Officers shall be what is implied by their respective titles and what is specified in the Bylaws, the Policy and Procedure Manual, or as directed by the Board.

Section 5.  Officers shall be persons who have been active members of the Association for at least three (3) years prior to taking office and shall remain active members during their terms in office.

Section 6.  Officers shall represent the best interest of the Association as a whole.

Delegates

Section 7.  The Delegates of this Association are as defined in Article II, Section 5.

Section 8.  All Delegates shall be voting members of the Association Council, except that the Student Affiliate designee shall not vote.

Section 9.  Delegates shall serve one-year (1) terms for their Affiliate, but shall be removed and replaced if they discontinue their NEHA membership or if they no longer represent or are members of the appointing affiliate.

Section 10.  Delegates may not also serve as officers of the Association during their terms as delegates.

ARTICLE VII

Board

Section 1.  There shall be a Board as defined in Article II, Section 3.

Section 2.   It shall be the duty of the Board to oversee the Administrative work of the Association; to act as Trustee of the Association’s property; to coordinate and review recommendations of the Association’s Council Sections and Committees; to adopt policies for the Association and carry out the policies adopted to achieve the goals and objectives of the Association.

Section 3.  The Board shall have the following powers and duties in addition to those prescribed elsewhere in the Articles of Incorporation and Bylaws:

A.    Plan methods for the procurement of funds,

B.    Approve the annual budget of the Association,

C.    Develop and implement a strategic direction for the Association,

D.    Possess and exercise powers in the management and direction of the business and professional activities of the Association in all cases in which specific policies of the Association have not been established,

E.     Employ an Executive Director and other needed employees, establish an Association office or offices, prescribe the duties of the Executive Director and authorize a general budget for the operation of the Association office,

F.     Develop and maintain a Policy and Procedure Manual for guidance in conducting the affairs of the Association within the framework of the Articles of Incorporation and Bylaws,

G.    Investigate, or cause to be investigated any violations of the NEHA Code of Ethics for any NEHA member, and the NEHA Code of Conduct and NEHA Board Accountability Policy for Directors and Officers of the Association.

H.    Determine the conditions and carry through the arrangements whereby another organization, or the members thereof, may become a part of the Association,

I.       Develop and present position papers on behalf of the Association,

J.      Generally oversee and, when necessary, act upon the important affairs of the Association,

K.   Establish the organizational structure and code of ethics for the Association.

Section 4.  The Board may appoint an Ad Hoc Committee to perform special projects as directed by the Board, to advise the President in the day to day management decisions or to make decisions for which the Committee has been empowered by the Board.  Such Committee shall consist of Board members as the Board may appoint.  The Executive Director shall serve as an ex-officio member of the Ad Hoc Committee.

ARTICLE VIII

Council

Section 1.  There shall be a Council, which shall be comprised as defined in Article II, Section 4.

Section 2.  The functions of the Council shall be:

A.                 Uphold the Articles of Incorporation and Bylaws,

B.                 Execute primary election to determine slate of nominations for Second Vice President for spring Mail Ballot,

C.                 Provide guidance / input to the Board on Articles of Incorporation and Bylaws revisions,

D.                 Present / review proposed resolutions to be included in the spring Mail Ballot,

E.                  Provide feedback and recommendations to the Board.

Section 3.         The President of the Association shall be the Chair of the Council.

Section 4.         A quorum of the Council shall be a simple majority of the number of members with voting privileges. No Council business may be carried out without a quorum voting.

Section 5.         The Council shall hold a minimum of one (1) meeting each year which shall be designated as the Annual Council Business Meeting and be held in conjunction with the Annual Educational Conference.

Section 6.         Council members’ proxies are permissible only for Delegates. The proxy must be a voting member of NEHA and the Affiliate. The President or the Regional Vice President may serve as the proxy. The President or the Association’s Executive Director must be informed of the proxy in writing by the Affiliate representative prior to any meeting of the Council.

ARTICLE IX

Meetings

Section 1.   There shall be an Annual Educational Conference (AEC) at a time and place to be fixed by the Board.

Section 2.  Special meetings may be called or authorized at the discretion of the President, or a majority of the Board members.

Section 3.  There shall be at least two (2) meetings of the Board each year with one (1) being at the AEC and the other at a time and place of which the President approves.

Section 4. 

A.    The agenda for each Board and Council meeting shall be sent to all Board and Council members, along with notification of each meeting, at least thirty (30) days prior to the meeting date.  Items not on the agenda may be acted on only with the consent of all voting members present at the meeting.  The proceedings of all meetings, once approved, shall be distributed to the Delegates.

B.    A simple majority of voting members shall constitute a quorum, and no business shall be conducted in the absence of a quorum.

Section 5. There shall be an Annual Council Business Meeting held during the Annual Educational Conference.  It shall include the:

A.    President’s Report

B.    Executive Director’s Report

C.    Treasurer’s or Finance Committee Chair’s Annual Report

D.    Certification of all Election and Balloting Results

E.     Approval of Nominations and the Primary Election to Establish the Ballot as Set Forth in Article X

F.     Other business as defined in Article VIII, Section 2.

Section 6.  Notification of all Council and Board meetings shall be given in writing in the Journal of Environmental Health, or otherwise, at least fifteen (15) days in advance of such meetings.

ARTICLE X

Elections

Section 1.  Elective officers shall be nominated by a Committee on Nominations which shall consist of at least five (5) members of the Association, one (1) of whom shall be the Immediate Past President, who shall serve as Chair and who will recommend, subject to Board approval, the remaining four members.

Section 2.  The Committee on Nominations shall make one (1) nomination for each elective office except President, as this position is automatically filled by the President-elect, and Second Vice President.  Every reasonable effort shall be made to provide a minimum of two (2), but no more than five (5) nominations for the office of Second Vice President.  The normal succession for nationally elected officers shall be from Second Vice President to First Vice President to President-elect to President to Immediate Past President.

Section 3.  Nominations for Second Vice President will be accepted from the floor at the General Assembly, provided each nomination is accompanied by five (5) signatures of voting NEHA members of the Association, and further provided that three (3) of the five (5) represent different Affiliates, and nominated persons are qualified according to the Constitution and Bylaws and are willing to faithfully serve.

Section 4.  If there are more than two (2) candidates for Second Vice President, a Primary Election will be conducted by the Council of Delegates for that position.

A.    Voting in this Primary Election shall be by the Proportional Voting System, which gives each Council Delegate a number of votes based on their NEHA memberships. The two (2) candidates receiving the greatest number of votes for Second Vice President shall be placed on the official Mail Ballot.  If no candidates are placed in nomination, the Board shall determine how the election shall proceed.

      In the event that every reasonable and exhaustive effort has been attempted and is not able to produce at least two (2) nominees for the position of Second Vice President, the ballot shall list a minimum of one candidate and shall also provide a space for a write-in vote for a qualified willing candidate.

Section 5.  The voting members, as set forth in Article IV, Section 1, shall annually elect, by majority of the secret Mail Ballots cast, a President-elect, a First Vice President, a Second Vice President, and Regional Vice Presidents in those regions where terms are expiring.

Section 6.  Voting for the election of Regional Vice Presidents shall be restricted to the Association voting members in the said Region affected and shall be by secret Mail Ballot.  Nominations must be supported by any five (5) Association voting members in the specific region.

Section 7.  The Mail Ballots shall be sent to all members eligible to vote no later than ninety (90) days prior to the Annual Meeting of the Council.  Ballots shall be returned not less than forty-five (45) days prior to the Annual Meeting and each ballot shall be counted by a Teller Committee of at least three (3) people which shall be appointed by the President.

Mail Ballots will be used only if the NEHA Board of Directors and Council of Delegates  are recommending Articles of Incorporation and Bylaws revisions to the membership (for approval)  or if there are contested elections.  No Mail Ballots will be sent for elections in which there is only one candidate. 

Section 8.

A.    If a vacancy occurs in the office of President during the year, the President-elect shall also become acting President and shall perform the duties of both positions for the rest of the unexpired term.  At the expiration of that term, all officers shall advance through election as though there had been no vacancy.  The office of Immediate Past President shall continue to be filled by the previous Immediate Past President.

B.    If a vacancy occurs in the office of the President-elect or First Vice President during the year, the officer(s) filling the next lower office(s) shall advance one step, leaving the office of Second Vice President vacant.

C.    If a Regional Vice President moves from his/her region or is otherwise unable to fulfill their term the Board shall appoint a replacement to serve the remainder of their term.  Association voting members from the region in which the vacancy exists will be requested to submit candidates for the vacancy for consideration of the Board, as specified in Section 6 of this Article.

D.    In the event that every reasonable and exhaustive effort has been attempted and is not able to produce a nominee for the position of Regional Vice President, the Board of Directors shall appoint an Association member in good standing in that Region to serve the regular term.

Section 9.

A.    If a vacancy occurs in the office of Second Vice President with six (6) or more months left to serve, the candidate(s) for Second Vice President certified by the Council for the next regular Mail Ballot will be immediately sent for special Mail Ballot to the general membership.  The successful candidate shall immediately fill the unexpired term of the office of Second Vice President.

B.    If the vacancy occurs with less than six (6) months left in the term, the vacancy shall remain until the next election and the President shall assign the duties of that office to (an)other nationally elected officer(s) for the remainder of the unexpired term.

Section 10.  If any candidate for Second Vice President, elected in the primary election at the Annual Meeting for inclusion on the Mail Ballot in the spring of the next year, is unable to serve:

A.    The person with the third highest number of votes on the primary election by the Council will be added to the ballot.

B.    If there were no third candidate during the Council primary election, the one remaining candidate would be presented for ballot.

C.    If there were only one candidate and that person would not be able to serve, or if the candidate(s) are used to fill the current vacancy in the office of Second Vice President, then the following nominating procedures would apply:

1.     If there are 110 days or more left before regular mailing of the nominations slate to the general membership for final election, the Nominating Committee shall seek nominations and present them to the Association Office within no more than sixty (60) days from the date the Nominating Committee Chair was formally notified of the need.  The Association Office shall prepare a ballot for primary election and mail such ballots to the Council within fourteen (14) days of receipt of the nominating committee’s report.  Ballots for the primary election shall be returned and the election closed within twenty-one (21) days of mailing by the Association Office.  The votes shall be tallied and the successful candidates added to the regular final election Mail Ballot.

2.     If there are less than 110 days before the regular mailing of the nominations to the general membership for final election, the Nominating Committee shall seek nominations and present a slate of nominations to the Association Office within no more than sixty (60) days from the date the Chair of the Nominating Committee was formally notified of the need.  The Association Office shall prepare a ballot to the Council within fourteen (14) days of receipt of the Nominating Committee’s report.  Ballots for primary election shall be returned and the primary election closed within twenty-one (21) days of mailing by the Association Office.  The votes shall be tallied and a final election ballot prepared and mailed to the general membership within twenty-one (21) days of close of the primary election.  Ballots shall be returned to the Association office and the final election closed within thirty (30) days of mailing of the ballot to the membership.  The votes shall be tallied by the Teller Committee and results announced in the next Association Journal.

ARTICLE XI

Committees

Section 1.  The President shall appoint the Chair and shall approve members of all standing committees, except as otherwise set forth in the Articles of Incorporation and Bylaws.  Additional committees may be appointed as the need occurs by the President.

Section 2.  There shall be the following standing committees:

A.    Nominating Committee, as set forth in Article X, Section 1.

B.    Finance Committee, which shall consist of at least three (3) members, one (1) of whom shall be the Treasurer, and shall be responsible for devising ways and means of raising funds for the operation of the Association.  It shall review the Association’s financial transactions, prepare an annual budget for the approval of the Board, and provide for the manner and method of payment of all bills and expenses of the Association.

C.    Articles of Incorporation and Bylaws Committee, which shall consist of at least five (5) Active or Life members.  It shall study, prepare, and recommend revisions to the articles of Incorporation and Bylaws, as may be determined by the needs of the Association.

ARTICLE XII

Amendments

Section 1.  Amendments of the Articles of Incorporation and/or Bylaws may be proposed by the Board, Staff, Delegates, or the Articles of Incorporation and Bylaws Committee.

Section 2.  Proposed amendments along with recommendations of the Articles of incorporation and Bylaws Committee shall be presented to the Board which shall determine by a majority vote whether the proposed amendment or amendments shall be submitted to the Delegates for guidance and input and subsequently to the membership for voting by Mail Ballot.

Section 3.  Any proposed amendment shall become part of the Articles of Incorporation and Bylaws when it has received the approval of a majority of the members voting by Mail Ballot.  The members of the Association shall be promptly notified of the adoption thereof.

BYLAWS

ARTICLE I

Membership

Section 1.  Membership shall be available to persons of acceptable character, education, and experience as set forth in the various membership categories.

Section 2.  Subscribing Membership can be conferred upon any subscriber to the Journal of Environmental Health.

Section 3.  Active Membership is offered to those active full-time in the profession of Environmental Health or related activities.

Section 4.   Life Membership without dues shall be awarded to all past national Presidents.  Life membership may also be conferred upon any Active member who chooses to make a life payment in one sum as may be established by the Board.

Section 5.  Student Membership is available to those working toward a degree in Environmental Health, Environmental Science, Public Health, or a related discipline.

Section 6.  Emeritus Membership may be awarded to any Active member, provided he has been a member of the Association for at least five (5) consecutive years preceding retirement, has accrued at least twenty (20) years of environmental service, and has retired due to age or disability.

Section 7.  Honorary Membership may be conferred upon any person or persons for distinguished achievement or service for public benefit by a two-thirds (2/3) vote of the Board.

Section 8.  Sustaining Membership is available to individuals, firms or corporations expressing an interest in the Association and its objectives.

Section 9.  Institutional Membership may be conferred on any institution involved in the educational aspects of environmental health or a related field.

ARTICLE II

Finances

Section 1.  The Treasurer or Finance Committee Chair shall provide a report on the finances of the Association to the Board as directed by the Chairman of the Board.

Section 2.  A yearly Financial Report shall be presented by the Treasurer or Finance Committee Chair at the Annual Meeting of the Council.

ARTICLE III

Executive Director

Section 1.  The Executive Director shall manage the Association office or offices and its staff subject to direction of the Board and approved policies.

Section 2.  The Executive Director shall serve at the pleasure of the Board within the provisions set forth in the Constitution, Bylaws, and the Policy and Procedure Manual.

Section 3.  The Executive Director shall serve as the Administrator, CEO and Secretary of the Association, and as the Managing Editor of the Journal of Environmental Health.

Section 4.   The Executive Director or his/her appointed representative shall be a non-voting ex-officio member of all committees, sections and councils.

ARTICLE IV

Committees

Section 1.  There shall be a sub-committee of the Awards Committee designated as the Walter S. Mangold Award Committee.  It shall consist of the last five (5) recipients of the award.  The chairman shall be the senior recipient.  In case of resignation, death or inability to serve, the replacement shall be the sixth, seventh, etc., until one is willing and able to serve.

ARTICLE V

Affiliates

Section 1.  Affiliate Associations shall be restricted to one (1) in each state or territory of the United States, or an identifiable geographical area of a foreign country.  Exceptions may be approved by the Board for groups which can show a strong identity in exception to these geographical limits.

Section 2.  An Affiliate Association may be established if a written petition signed by no less than fifteen (15) persons who are voting members of the Association is accepted and approved by the Board.  If the number of voting members of NEHA, who are also members of the Affiliate Association, falls below fifteen (15), the NEHA President shall notify the Affiliate President of that fact.  The NEHA Board of Directors, at their next regular meeting, shall consider whether to terminate the affiliation, or allow a grace period, which shall be a specified period of time, not to exceed one year, for the Affiliate Association to achieve the fifteen (15) required members.  If this is not accomplished, the affiliation shall be automatically terminated and the President of the Affiliate Association so notified by the NEHA President.  No Affiliate Association shall be entitled to representation at a Council of Delegates meeting if their affiliate status has been terminated.

Section 3.  The proposed name, reflecting an affiliation with the Association, and the regional or other limitations of such Affiliate membership shall be specified in the petition.

Section 4.  A petitioning Affiliate shall also file a copy of its proposed Constitution and Bylaws with the Board, and they shall in no way conflict with the Constitution and Bylaws nor the Articles of Incorporation of the Association.

Section 5.  Affiliate Presidents and at least one other member of an Affiliate’s Board (preferably the successor to the president) shall be either Active or Life Members of the Association, except for the President of the Student National Environmental Health Association.

ARTICLE VI

Sections

Section 1.  Sections of the Association may be established at the discretion of the Board by written request from at least fifteen (15) members of the Association.  The name, purpose, structure, and objectives shall be set out in the written request to the Board and shall also become part of the Policy and Procedure Manual.

Section 2.  The President of the Association will appoint the Section Chairpersons each year and committee members will be selected by the Section Chairperson.

ARTICLE VII

Publications

Section 1.  The Journal of Environmental Health shall be the official publication of the Association.  It was registered with the United States Patent Office, Supplemental Register, January 21, 1964, and assigned Registration No. 763,701.

Section 2.  The Association may offer additional educational publications in accordance with its mission to advance the environmental health profession educationally.