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Bylaws
The name of the Association shall be the Southeast Association of Diabetes Educators, referred to herein as SeLADE, a chapter of the American Association of Diabetes Educators, Inc., referred to herein as AADE.
ARTICLE II - PURPOSE
SeLADE is a multidisciplinary association of health care professionals dedicated to integrating successful self-management as a key outcome in the care of people with diabetes and related conditions. This includes:
1. Providing educational opportunities for the professional growth and development of diabetes educators.
2. Promoting and aiding the growth and development of quality diabetes education for the person with diabetes.
3. Fostering communication and cooperation among individuals and organizations involved in diabetes education.
ARTICLE III - MEMBERSHIP
Section 1. CATEGORIES. Membership categories shall be Active, Associate, Corporate and Honorary.
Section 2. QUALIFICATIONS AND PRIVILEGES. The qualifications and privileges for the various categories of membership include:
a. Active Member shall be a member of AADE and a healthcare professional with an interest in the development, delivery or administration of diabetes patient or professional education or in diabetes research. An Active Member shall not be one who is employed by a company that is in the business of sales or marketing of diabetes pharmaceuticals, supplies or equipment. An Active Member shall have all the privileges of membership, which include the right to vote, to make nominations, to stand for elective office or a directorship position, and to chair, serve and vote on committees.
b. Associate Member shall be a member of AADE and a person with an interest or involvement in diabetes education who does not qualify for other member categories. An Associate Member shall have all the privileges of membership except the right to vote, to make nominations, or to stand for elective office or a directorship position. An Associate Member may serve on committees and vote on committees but may not chair committees.
c. Corporate Member shall be a member of AADE and any employee of a company whose business is the manufacture, sales, marketing or promotion of a specific diabetes care product or line of products. Corporate Member shall have all the privileges of membership except the right to vote, to make nominations, or to stand for elective office or a directorship position. A Corporate Member may serve on committees and vote on committees but may not chair committees.
d. Honorary Membership may be awarded by the Board of Directors to an individual in recognition of outstanding service to the field of diabetes education. An Honorary Member shall have all the privileges of membership except the right to vote, to make nominations, to stand for elective office or a directorship position. An honorary member may serve on committees and vote on committees but may not chair committees.
Section 3. APPLICATION FOR MEMBERSHIP
All applicants for membership shall complete and return to SeLADE the forms and payments required. The applicant, by such application and as a condition for membership, shall subscribe to the principles and code of ethics of SeLADE.
Section 4. GOOD STANDING.
A member who continues to meet eligibility requirements and whose dues or other charges accrued are paid for the current SeLADE fiscal year shall be considered a member in good standing.
Section 5. SUSPENSION AND TERMINATION.
Membership shall be terminated and all membership privileges shall cease under any of the following conditions:
a. The member ceases to be eligible under at least one of the membership classifications specified in these bylaws.
b. The member's dues or other charges accrued are not paid.
c. Membership may be suspended or terminated for cause in accordance with procedures approved by the Board of Directors.
ARTICLE IV
FINANCES
Section 1. FISCAL AND MEMBERSHIP YEAR. The fiscal year shall be from July 1 to June 30, but dues shall be payable on October 1 of each year.
Section 2. DUES.
a. All categories of membership shall pay such annual dues as determined by the Board of Directors.
b. The annual dues for all categories of membership shall include such membership benefits, beyond the membership privileges set forth elsewhere in these bylaws as determined by the Board of Directors.
Section 3. REFUNDS.
No dues, or fees or other charges shall be refunded to any person who terminates membership after the first 30 days of the membership year.
Section 4. MAINTENANCE OF FUNDS.
a. The Treasurer shall be the keeper of the funds. All dues shall be deposited in an FDIC bank and two signatures shall be required for each check over $500 written against the account. The second signature shall be as designated by the Executive Committee.
b. An annual financial report shall be submitted to the Executive Committee for approval.
c. The Board of Directors shall commission an audit of the account annually.
d. The Board of Directors is empowered to make agreements for the investment of the funds and the employment of investment advisors, banks and auditors.
ARTICLE V
MEETINGS OF MEMBERS AND VOTING
Section 1. BUSINESS MEETINGS
a. General membership meetings will be held quarterly, including the annual business meeting. All meetings shall be held at a time and place determined by the Board of Directors.
b. Written notice of the place, day and hour of meetings shall be delivered to members not less than 30 nor more than 60 days before the date of the meeting.
c. Any business meeting may be postponed or canceled for cause, provided a written notice of such action is sent to all members at least 30 days prior to the scheduled meeting date.
Section 2. AUTHORITY OF VOTING MEMBERSHIP.
The voting membership shall:
a. Amend the bylaws on recommendation of the Board of Directors.
b. Elect and/or serve as officers.
c. Serve on and/or chair a committee.
d. Adopt the budget.
e. Make decisions for SeLADE by receiving reports and adopting policy.
f. Conduct other business which may properly come before it.
Section 3. VOTING.
A vote by mail, facsimile or electronic transmission may be authorized by the Board of Directors or as specified in these bylaws.
Section 4. QUORUM.
A quorum shall be any number of voting members present at meetings and may transact business at any meeting of the membership.
ARTICLE VI - OFFICERS
Section 1. COMPOSITION.
The officers of SeLADE shall be President, President-elect, Immediate Past President, Vice President, Secretary and Treasurer. These officers comprise the Executive Committee of SeLADE.
Section 2. TERM. Except for Treasurer, all officers shall hold office for a term of one year and shall take office on July 1 following election. Except for Treasurer, any one office shall not be held for longer than two consecutive terms by any one person. The term of office of Treasurer is for two years.
Section 3. ELIGIBILITY. Only members who have been active members for at least one year can serve as officers.
Section 4. NOMINATIONS AND ELECTIONS. See Article VIII.
Section 5. VACANCY. In the event the office of President becomes vacant, the President-elect shall serve as President for the unexpired term. In the event the office of President-elect becomes vacant, the Vice President shall serve as President-elect for the unexpired term. In the event the office of Vice President, Secretary or Treasurer becomes vacant, the President shall appoint a member of the board as interim officer for the unexpired term, with the approval of the board.
Section 6. REMOVAL OF ELECTED OFFICERS. If the Board determines that it is in the best interest of SeLADE, it may recommend to the voting members the removal of an elected officer. An elected officer may be removed by the affirmative vote of two-thirds of the members present and voting, either in person or by proxy, when such vote is taken.
a. If the membership determines that it is in the best interest of SeLADE, it may vote to remove an officer at any general meeting of the membership. An officer may be removed by the affirmative vote of two-thirds of the members present and voting, either in person or by proxy, when such vote is taken.
b. An officer who has missed two or more consecutive meetings of the Board and has failed to obtain prior approval from the President for those absences shall be deemed to have resigned, and the position shall be declared vacant. The vacancy shall be filled in accordance with Article VI, Section 5 of these bylaws.
Section 7. DUTIES.
a. President. The President shall serve as presiding officer of all regular and special meetings of the general membership, Board of Directors and Executive Committee; shall be an ex-officio member of all committees; shall make all required appointments of standing and special committee and task force chairs; and shall perform such other duties as are assigned by these bylaws or the Board of Directors.
b. President-elect. The President-elect shall assume the duties of the President in the temporary absence of the President; shall serve as parliamentarian at all meetings; shall perform such other duties as assigned by these bylaws and the Board of Directors; and shall automatically succeed to the presidency for the next term.
c. Vice President. The Vice President shall assume the duties of the President in the temporary absence of both the President and the President-elect; and shall perform such other duties as assigned by these bylaws and the Board of Directors.
d. Secretary. The Secretary shall oversee the proper recording of the proceedings of all meetings and shall perform such other duties as assigned by the bylaws or the Board of Directors.
e. Treasurer. The Treasurer manages the financial affairs of SeLADE and takes appropriate action regarding the finances at the direction of the Board of Directors and shall perform such other duties as are assigned by these bylaws and the Board of Directors.
f. Immediate Past President. The Immediate Past President shall chair the Nominating Committee and shall perform such other duties as are assigned by these bylaws and the Board of Directors.
ARTICLE VII – BOARD OF DIRECTORS
Section 1. COMPOSITION. The Board shall be composed of the Past President, elected officers and committee chairpersons. The President shall serve as presiding officer.
Section 2. TERM. Shall be as specified in Article VI, Section 2.
Section 3. NOMINATION. See Article VIII.
Section 4. DUTIES. The Board of Directors shall, within the limits of these bylaws, control and direct the affairs of SeLADE, determine its policies, actively prosecute its purposes and administer its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of its duties, appoint such agents as it may consider necessary.
Section 5. MEETINGS.
a. The Board shall meet no less than twice a year, at such times as determined by the Executive Committee and called by written notification from the President.
b. The Board may make decisions by mail or electronically transmitted votes. Issues voted upon in this manner require unanimous, written consent.
c. The Board may make decisions during a telephone conference call or other meeting conducted by electronic means through which all persons participating in the meeting can communicate with each other, provided that a quorum is present and participating in the call. Votes taken during telephone conference calls require majority vote of Board members who are party to the call.
Section 6. QUORUM. A majority of the voting members of the Board constitutes a quorum.
Section 7. EXECUTIVE COMMITTEE.
a. The Executive Committee, consisting of the officers, shall conduct business of the Board of Directors in the interim between meetings of the Board, except as prohibited elsewhere in these bylaws. Actions of the Executive Committee shall be reported to the Board by mail or at the next Board meeting.
b. The President may call a meeting of the Executive Committee with appropriate and adequate notice.
c. A majority of officers shall constitute a quorum.
d. The Executive Committee may make decisions by mail or electronically transmitted votes. Issues voted upon in this manner require unanimous, written consent.
e. The Executive Committee may make decisions during a telephone conference call or other meeting conducted by electronic means through which all persons participating in the meeting can communicate with each other, provided that a quorum is present and participating. Votes taken during such meetings require majority vote of Executive Committee members participating.
ARTICLE VIII - NOMINATIONS AND ELECTIONS
Section 1. ELECTIONS. Annually, there shall be the election of a President-elect, Vice President, Secretary and Treasurer.
Section 2. NOMINATIONS.
a. The Board of Directors shall serve as the Nominating Committee and shall be chaired by the Immediate Past President and shall present to the voting membership of SeLADE a slate of at least one candidate for each of the elective offices.
b. Applications for officers must be received by the Nominating Committee no later than the deadline established according to the approved policies and procedures of the Nominating Committee.
c. Selection of candidates shall be based on self-nominations, write-ins, and/or discretion of the Nominating Committee operating under approved policies and procedures.
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