PHILSPEN: Organizational Set Up

Constitution / By Laws Article 1: Name Article 2: Purpose Article 3: Offices Article 4: Membership Article 5: Membership Meetings Article 6: Board of Directors Article 7: Officers Article 8: Election of Officers and Area Directors Article 9: Body of Advisors	PHILSPEN Constitution and By Laws Article 1: Name: (Back) The name of the society is the Philippine Society for Parenteral and Enteral Nutrition (PHILSPEN). The society shall be registered in the Philippines under the Security and Exchange Commission, as an official organization accountable for its financial, legal, and professional affairs. Article 2: Purpose (Back) The purposes of the society are: To promote professional communication among and within professional disciplines in the broad field of clinical nutrition including parenteral and enteral nutrition, through national and regional meetings, local seminars, scientific, clinical and educational exhibits and publications; To promote proper application of clinical and research experience to the practice of nutritionally sound medicine; To encourage professional competence of practitioners and investigation in the field of clinical nutrition, including parenteral and enteral nutrition, and the improvement of patient care through specific post-graduate and continuing education programs; To represent the needs of professionals and the patients they serve before government and regulatory agencies, professional societies, and the public. Article 3: Offices (Back) The corporation shall have and continuously maintain in the Philippines a registered office and a registered agent whose off5 ice is identical with such registered office, and may have such other offices within or without the Philippines as the Board of Directors may from time to time determine. Article 4: Membership (Back) Section 1: Eligibility and classification Every reputable and professionally qualified person actively involved in the field of clinical nutrition, including parenteral and enteral nutrition or involved in the use or investigation of nutritional substrates, and subscribing to the purposes of the society and agreeing to abide by its BY LAWS shall be eligible for membership. Society membership shall be divided into three mutually exclusive categories: Active members: An Active Member must hold an MD, Registered Dietitian, Registered Nurse, Registered Pharmacist, MS in Nutrition, who is engaged in or actively related to any phase of clinical or laboratory use of clinical nutrition including parenteral/enteral nutrition, and shall have paid the annual dues to the society in the amount to be determined by a majority vote of the board of directors. Affiliate Members: An Affiliate Member may be a trainee of discipline qualifying for active membership or an industry sales/marketing representative or others involved or supportive of clinical nutrition, including parenteral and enteral nutrition who are not eligible for active membership and shall have paid the annual dues to the society in an amount to be determined by the majority vote of the Board of Directors of the society. Emeritus Members: An active or affiliate member who has at least 5 or more years of continuous membership in the society, and is 65 years of age and retired, and who pays the annual dues to the society in the amount to be determined by a majority vote of the Board of Directors of the society, may elect to become an emeritus member. Section 2: Application of Membership All applications for membership in the Society shall be submitted on a form provided by the Society and shall contain information concerning the qualifications of the individual and any other information deemed necessary by the Board of Directors. The annual dues shall accompany each application for the first year. The executive director shall approve all applications, which conform to eligibility criteria set forth in these BY LAWS and in any interpretive Board of Directors’ resolutions. Any questions as to eligibility shall be referred by the Executive Director to the Vice President for disposition. Section 3: Privileges, Duties, and Dues Members in good standing shall pay dues and assessments as established by the Board of Directors and shall comply with the BY LAWS of the society. Active members shall have the privilege of voting in all membership votes (including voting for officers and directors as allowed herein), serving as committee members and serving as directors of the society. Reasonable requirements for proof of membership status may be established by the Executive Director. Affiliate members shall not have privilege of participating in committee activities, voting or holding office in the society. All active members of the society, regardless of academic degree, who meet the criteria, established by the Board of Directors from the office of President, President-Elect, Vice-President, Secretary, or Treasurer shall have the privilege of being elected for such office. Emeritus members shall not have the privilege of voting or holding office in the society. Or except as appointed by the President of PHILSPEN or the Board of Directors the privilege of participating in committee activities. Section 4: Termination Membership in the society shall be terminated upon resignation of a member, or non-payment of dues, or when a member acts in a manner inconsistent with the stated purposes of the society. Any member of the society can be expelled by two thirds (2/3) majority vote of the Board of Directors. At least fifteen (15) days prior to such Board vote of expulsion, the member in question shall be given a notice, which shall set forth the grounds of expulsion and notify the member of his/her right to appear at a hearing, prior to the Board vote, to present any defense to the charges. Article 5: Membership Meetings (Back) Section 1: Annual A regular meeting of the members for the announcement of the results of the election for Board of Directors and for the transaction of such other business as may come before it shall be held at such date and place during the year as may be fixed by the Board of Directors or by the President in the absence of such designation. Section 2: Special Meetings of the members may be called by the President at such date, time, and place as he may designate. Upon the written request of ten (10) percent of the members, the President shall call a special meeting to consider a specific subject or subjects. Section 3: Notice Written notice of the time and place of each annual meeting and of the date, time, place, and purpose of each special meeting, along with an appropriate agenda, shall be signed by the President and shall be mailed by the Executive Director to each member at his last known post-office address, at least five (5) and not more than sixty (60) days before the time appointed for the meeting. Section 4: Quorum One hundred (100) voting members in good standing present in person or by proxy shall constitute a quorum for the transaction of business and unless otherwise required by law or by these BY LAWS, may act by a majority of those so present. Section 5: Proxy Voting Members may vote by proxy at membership meetings only in accordance with procedures adopted by the PHILSPEN Board of Directors or Executive Committee. Article 6: Board of Directors (Back) Section 1: General Powers The property and affairs of the corporation shall be managed by its Board of Directors hereinafter called “Directors”. Section 2: Tenure, Number, and Qualification The Board of Director shall assume office at the commencement of their first meeting in conjunction with the annual meeting. The number of voting Directors shall be ten (10). These ten directors include the President, President-Elect, Vice-President, the Secretary/Treasurer, Immediate Past President, and five (5) area directors consisting of the Director: Clinical Practice, Director: Research, Director: Advocacy, Director: Education, and Director: Sections and Chapters. Each of the five area directors shall have as their principal area of emphasis the strategic goal of clinical practice, research, advocacy, education, or sections and chapters respectively. Each director shall hold office until the next election of the Board of Directors and until his successor shall have been duly elected and qualified, or until his death, resignation, or removal in the manner hereafter provided. The President, President-Elect, Vice-President, Secretary/Treasurer, and Immediate Past President shall serve a one year term; and the five area directors shall serve two-year terms with the Director: Clinical Practice and the Director: Advocacy serving a concurrent two-year term to be staggered with the concurrent two-year terms of the Director: Education and the Director: Sections and Chapters. The same individual may serve up to two consecutive two-year terms as an Area Director. Section 3: Manner of Election Directors and officers shall be elected by the members in accordance with Article 7 herein, with the results to be announced at the annual meeting. Section 4: Regular Meetings Two regular annual meetings of the Board of Directors shall be held at the same place as the annual meeting of the Philippine Society for Parenteral and Enteral Nutrition (PHILSPEN). Both regular meetings shall be noted in the notice for such annual meeting. The Board of Directors may be provide by resolution the time and place, either within or without Metro-Manila Philippines, for the holding of additional regular meetings. Said resolution shall be sent to all Directors at least 3 days before such additional regular meetings. Section 5: Special Meetings Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Board of Directors. The person or persons calling any special meeting of the Board of Directors may fix any place as the place for holding such special meeting. Section 6: Notice Written or printed notice of any special meeting of the Board of Directors shall state the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called and such notice shall be given to each Director at least twenty four (24) hours before the date of the meeting, either delivered personally or mailed to each director at his or her address as shown in the records of the corporation, or, with the prior written consent of the Director, sent via e-mail or fax to the e-mail or fax address set forth in such consent. In all other respects, the giving of such notice, and any waiver thereof, shall be subject to the provisions of Article 7 of these BY LAWS. Section 7: Quorum A majority of the voting Board of Directors in office shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors, provided that if less than a majority of the Directors are present at any meeting, a majority of the Directors present, or the sole Director present, may adjourn the meeting to another time without further notice. Section 8: Manner of Acting The act of the Majority of the voting Directors 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 applicable law, the Articles of Incorporation, or these BY LAWS. Section 9: Removal Any director may be removed for cause. Cause for removal shall include violation of BY LAWS or other lawful rule adopted by the Society, or Board of Directors, or other conduct prejudicial to the interests of the Society. Area Directors may be removed only upon twenty (20) days notice and opportunity for a hearing on the charges, and a two thirds (2/3) vote of the entire Active membership of the Society. Directors who are so as a result of their office may be removed by removing them from such office under Article 7, Section 3 therein. Section 10: Vacancies Any vacancy occurring in an Area Director seat on the Board of Directors, including any vacancy created by adoption or amendment of these BY LAWS shall be filled only by an individual duly elected by the Board of Directors to fill the corresponding vacancy. Any vacancy in an officer’s seat on the Board of Directors shall be filled in accordance with Article 7, Section 4 herein, which means that a vacancy in the seat of Vice-President may remain vacant until the next annual election of officers. Section 11: Compensation Directors shall not receive any stated salaries for their services as Directors, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided however, that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving reasonable compensation therefore. Section 12: Action Without Meeting In Person Any action which is required by law, or the Articles of Incorporation, or these BY LAWS to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof, except that the Executive Committee may act on behalf of the Board as described in Article 7, Section 8. Any such consent signed by all of the Directors shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the Board of Directors. The Board of Directors may meet by means of conference telephone or other communications equipment, which allows all persons participating in the meeting to communicate with each other, provided that notice and quorum requirements of Section 6 and 7 herein are complied with. Section 13: Conflict of Interest Directors shall prepare and approve policies intended to define activities, which constitute conflicts of interest, by members of the Board, officers, staff, and other persons acting in responsible capacities on behalf of the Society, or Chapters. Article 7: Officers (Back) Section 1: Elected Officers The elected officers of the corporation shall be a President, a President-Elect, a Vice-President, a Secretary/Treasurer, and such Assistant Treasurers, Assistant Secretaries, or other officer(s) as may be elected by the Active Membership of the Society in accordance with the provision of Article 7 herein. Section 2: Qualifications and Tenure The President and officers of the corporation shall assume office at the commencement of the first meeting of the Board of Directors in conjunction with the annual meeting. All Active Members of the Society, regardless of academic degree, who meet the criteria established by the Board of Directors for Secretary/Treasurer, Vice-President, President-Elect or President shall be eligible to be elected to such office. The offices of Vice-President, President-Elect, and President shall be held for only one term of two-years each, and an incumbent shall move progressively through these three (3) offices. Therefore of these three (3) offices, only that of Vice-President shall be filled at the annual election of officers. After serving a full term as President, the member is no longer eligible to be President-Elect or Vice-President. The office Secretary/Treasurer may be held for any number of one-year terms. The same person may occupy no two (2) offices at the same time except for that of Secretary/Treasurer, which shall be a single office. Each elected officer shall hold office until the next election of the Board of Directors and until his/her successor shall have been duly elected and qualified, or until his/her death, resignation, or removal in the manner hereinafter provided. Section 3: Removal Any officer may be removed from office for cause by two thirds (2/3) vote of the entire Active Membership of the Society. Cause for removal shall include violation of BY LAWS or other lawful rule adopted by the Society or Board of Directors, or other conduct prejudicial to the interests of the society. Prior to a vote for removal, the charged officer shall be given twenty (20) days notice and an opportunity for a hearing on the charges. Section 4: Vacancies Any vacancy in the office of President and President-Elect shall be filled immediately by the President-Elect or Vice President, respectively, and the office of Vice-President shall remain vacant until the next election of officers, during which time the President shall perform or delegate to another member of the Board of Directors all of the duties and responsibilities of the Vice-President. Where the President-Elect or Vice-President fill a vacancy for President or President-Elect respectively, they shall hold such office for the remainder of the vacating officer’s term and the term thereafter. Any vacancy in the office of Secretary/Treasurer shall be filled by action of the Board of Directors at any meeting of the Board of Directors. Notwithstanding the above, if a mail ballot fails to elect a Vice-President due to failure to obtain any required quorum, the Board of Directors may in its discretion appoint the person who received the most votes for Vice-President in that failed mail ballot, to serve as Vice-President for the ensuing one (1) year term. Section 5: President The President shall be the principal spokesman for the corporation and shall appoint the chairmen and members of all committees, other than Nominations Committee and Executive Committee and shall preside at all meetings of the Board of Directors. The President shall, in general, perform all duties and have all powers customarily incident to the Office of President and such other duties and powers, as may be prescribed by the Board of Directors from time to time. Section 6: President-Elect and Vice-President The President-Elect and the Vice-President shall assist the President in the discharge of the duties of the President as the President may direct, and shall perform such other duties as may be prescribed from time to time by the President or the Board of Directors. In particular and without limitation, the President-Elect will work directly with Sections and will focus on identifying leadership and talent in the membership; and the Vice-President will have responsibility for monitoring progress in implementation and updating of the Society’s strategic plan. In the absence of the President or in event of the President’s inability or refusal to act, the President-Elect (or in his absence or refusal to act, the Vice-President) shall perform the duties of the President, and when so acting, shall have all of the duties and powers and be subject to all of the restrictions upon the President. Section 7: Secretary/Treasurer The Secretary/Treasurer shall keep minutes of the meetings of the Board of Directors, one (1) or more books maintained for that purpose; shall see that all notices are duly given in accordance with the applicable law, the Articles of Incorporation, and these BY LAWS; shall be the custodian of the corporate records and of the seal of the corporation; shall keep a record of the mailing address of each director and officer of the corporation, which addresses the Directors and officers shall furnish to the Secretary/Treasurer. The Secretary/Treasurer shall also be the principal financial officer of the corporation and shall have charge of and be responsible for overseeing the fulfillment of the following responsibilities of the Executive Director; the maintenance of adequate books of account for the corporation in such banks, trust companies, or other depositories as shall be elected in accordance with the provisions of Article 8 of these BY LAWS. The Secretary/Treasurer in general shall perform all duties and have all powers customarily incident to the offices of Secretary and of Treasurer and such other duties and powers as may be prescribed from time to time by the President or Board of Directors. If required by the Board of Directors, the Secretary/Treasurer and/or the Executive Director, any other authorized signatories shall give a bond for the faithful discharge of the duties of that office in such sum and with such surety or sureties, as the Board of Directors shall determine. The cost of any bond or surety may be paid from the funds of the corporation. Section 8: Executive Director The Executive Director shall be the chief executive officer of the society, and will be in charge of the central office of the society. He/she will act by appointment and be responsible to the Board of Directors. The Executive Director or the Secretary/Treasurer, or any other officer of the corporation authorized by resolution of the Board of Directors or Executive Committee, may sign any deeds, mortgages, bonds, contracts, checks, or other instruments which the Board of Directors has authorized to be executed, except documents the execution of which shall be expressly be delegated by applicable law, the Articles of Incorporation, these BY LAWS, or the Board of Directors to some other officer or agent of the corporation. He/she will function ex officio as the secretary of the Board of Directors, without voting privileges, and will be responsible for seeing that the Board’s instructions are carried out. He/she is expected to recommend budgets and plans of work and to conduct the day to day business of the organization. Article 8: Election of Officers and Area Directors (Back) Section 1: Composition and Appointment of Nominations Committee The Nominations Committee shall consist of the President, President-Elect, Immediate Past-President, one (1) member appointed by the Board of Directors and one (1) individual each representing the Board of Advisors, the Committee chairs, and the Section chairs. The appointed member of the committee shall not be a member of the Board of Directors or Board of Advisors. At least one hundred (100) days prior to the Annual Business meeting, each of the Board of Advisors, the Committee chairs, and the Section chairs shall elect from within their respective groups their representative to the Nominations Committee and shall report such appointment to the chairman of the committee in writing. The Immediate Past-President shall be the Chairman of the Nominations Committee and shall vote when such vote will affect the outcome. Section 2: Nominations and Elections The Nominations Committee shall present to the membership at least ninety (90) days before the annual meeting one (1) nomination for each seat on the Board of Directors, which is vacant or is about to expire and one (1) nomination for the offices of President-Elect, Vice-President, and Secretary/Treasurer. Thirty (30) days shall be allowed for additional nominations from the membership. Any member may be nominated by petition of 2.5% of the voting membership. If there is only one (1) nominee for any officer or director position, the Secretary/Treasurer shall cast a unanimous ballot for said officer or director. If there is more than one (1) nominee for any officer or director position, a ballot shall be sent to the membership at least forty five (45) days prior to the annual meeting, listing all candidates for each position for which more than one (1) candidate has been nominated. Voting must be completed at least thirty (30) days prior to the annual meeting, and the nominee receiving a plurality of votes cast shall be elected. Article 9: Board of Advisors (Back) A Board of Advisors shall consist of all Past Presidents and other persons appointed by the President with the approval of the Board of Directors for a term of two years. Members of the Board of Advisors shall serve at the pleasure of the President of the society and may be utilized as senior advisors to the President and to the Board of Directors on any matters concerning the affairs, business policies, property or scientific functions of the Society. The Board of Advisors shall also appoint a voting representative to the Nominations Committee.

Constitution / By Laws

Article 1: Name
Article 2: Purpose
Article 3: Offices
Article 4: Membership
Article 5: Membership Meetings
Article 6: Board of Directors
Article 7: Officers
Article 8: Election of Officers and Area Directors
Article 9: Body of Advisors

PHILSPEN Constitution and By Laws

Article 1: Name: (Back)

The name of the society is the Philippine Society for Parenteral and Enteral Nutrition (PHILSPEN). The society shall be registered in the Philippines under the Security and Exchange Commission, as an official organization accountable for its financial, legal, and professional affairs.

Article 2: Purpose (Back)

The purposes of the society are:

To promote professional communication among and within professional disciplines in the broad field of clinical nutrition including parenteral and enteral nutrition, through national and regional meetings, local seminars, scientific, clinical and educational exhibits and publications;
To promote proper application of clinical and research experience to the practice of nutritionally sound medicine;
To encourage professional competence of practitioners and investigation in the field of clinical nutrition, including parenteral and enteral nutrition, and the improvement of patient care through specific post-graduate and continuing education programs;
To represent the needs of professionals and the patients they serve before government and regulatory agencies, professional societies, and the public.

Article 3: Offices (Back)

The corporation shall have and continuously maintain in the Philippines a registered office and a registered agent whose off5

ice is identical with such registered office, and may have such other offices within or without the Philippines as the Board of Directors may from time to time determine.

Article 4: Membership (Back)

Section 1: Eligibility and classification

Every reputable and professionally qualified person actively involved in the field of clinical nutrition, including parenteral and enteral nutrition or involved in the use or investigation of nutritional substrates, and subscribing to the purposes of the society and agreeing to abide by its BY LAWS shall be eligible for membership.

Society membership shall be divided into three mutually exclusive categories:

Active members: An Active Member must hold an MD, Registered Dietitian, Registered Nurse, Registered Pharmacist, MS in Nutrition, who is engaged in or actively related to any phase of clinical or laboratory use of clinical nutrition including parenteral/enteral nutrition, and shall have paid the annual dues to the society in the amount to be determined by a majority vote of the board of directors.
Affiliate Members: An Affiliate Member may be a trainee of discipline qualifying for active membership or an industry sales/marketing representative or others involved or supportive of clinical nutrition, including parenteral and enteral nutrition who are not eligible for active membership and shall have paid the annual dues to the society in an amount to be determined by the majority vote of the Board of Directors of the society.
Emeritus Members: An active or affiliate member who has at least 5 or more years of continuous membership in the society, and is 65 years of age and retired, and who pays the annual dues to the society in the amount to be determined by a majority vote of the Board of Directors of the society, may elect to become an emeritus member.

Section 2: Application of Membership

All applications for membership in the Society shall be submitted on a form provided by the Society and shall contain information concerning the qualifications of the individual and any other information deemed necessary by the Board of Directors. The annual dues shall accompany each application for the first year.

The executive director shall approve all applications, which conform to eligibility criteria set forth in these BY LAWS and in any interpretive Board of Directors’ resolutions. Any questions as to eligibility shall be referred by the Executive Director to the Vice President for disposition.

Section 3: Privileges, Duties, and Dues

Members in good standing shall pay dues and assessments as established by the Board of Directors and shall comply with the BY LAWS of the society. Active members shall have the privilege of voting in all membership votes (including voting for officers and directors as allowed herein), serving as committee members and serving as directors of the society. Reasonable requirements for proof of membership status may be established by the Executive Director. Affiliate members shall not have privilege of participating in committee activities, voting or holding office in the society. All active members of the society, regardless of academic degree, who meet the criteria, established by the Board of Directors from the office of President, President-Elect, Vice-President, Secretary, or Treasurer shall have the privilege of being elected for such office. Emeritus members shall not have the privilege of voting or holding office in the society. Or except as appointed by the President of PHILSPEN or the Board of Directors the privilege of participating in committee activities.

Section 4: Termination

Membership in the society shall be terminated upon resignation of a member, or non-payment of dues, or when a member acts in a manner inconsistent with the stated purposes of the society. Any member of the society can be expelled by two thirds (2/3) majority vote of the Board of Directors. At least fifteen (15) days prior to such Board vote of expulsion, the member in question shall be given a notice, which shall set forth the grounds of expulsion and notify the member of his/her right to appear at a hearing, prior to the Board vote, to present any defense to the charges.

Article 5: Membership Meetings (Back)

Section 1: Annual

A regular meeting of the members for the announcement of the results of the election for Board of Directors and for the transaction of such other business as may come before it shall be held at such date and place during the year as may be fixed by the Board of Directors or by the President in the absence of such designation.

Section 2: Special

Meetings of the members may be called by the President at such date, time, and place as he may designate. Upon the written request of ten (10) percent of the members, the President shall call a special meeting to consider a specific subject or subjects.

Section 3: Notice

Written notice of the time and place of each annual meeting and of the date, time, place, and purpose of each special meeting, along with an appropriate agenda, shall be signed by the President and shall be mailed by the Executive Director to each member at his last known post-office address, at least five (5) and not more than sixty (60) days before the time appointed for the meeting.

Section 4: Quorum

One hundred (100) voting members in good standing present in person or by proxy shall constitute a quorum for the transaction of business and unless otherwise required by law or by these BY LAWS, may act by a majority of those so present.

Section 5: Proxy Voting

Members may vote by proxy at membership meetings only in accordance with procedures adopted by the PHILSPEN Board of Directors or Executive Committee.

Article 6: Board of Directors (Back)

Section 1: General Powers

The property and affairs of the corporation shall be managed by its Board of Directors hereinafter called “Directors”.

Section 2: Tenure, Number, and Qualification

The Board of Director shall assume office at the commencement of their first meeting in conjunction with the annual meeting. The number of voting Directors shall be ten (10). These ten directors include the President, President-Elect, Vice-President, the Secretary/Treasurer, Immediate Past President, and five (5) area directors consisting of the Director: Clinical Practice, Director: Research, Director: Advocacy, Director: Education, and Director: Sections and Chapters. Each of the five area directors shall have as their principal area of emphasis the strategic goal of clinical practice, research, advocacy, education, or sections and chapters respectively. Each director shall hold office until the next election of the Board of Directors and until his successor shall have been duly elected and qualified, or until his death, resignation, or removal in the manner hereafter provided.

The President, President-Elect, Vice-President, Secretary/Treasurer, and Immediate Past President shall serve a one year term; and the five area directors shall serve two-year terms with the Director: Clinical Practice and the Director: Advocacy serving a concurrent two-year term to be staggered with the concurrent two-year terms of the Director: Education and the Director: Sections and Chapters.

The same individual may serve up to two consecutive two-year terms as an Area Director.

Section 3: Manner of Election

Directors and officers shall be elected by the members in accordance with Article 7 herein, with the results to be announced at the annual meeting.

Section 4: Regular Meetings

Two regular annual meetings of the Board of Directors shall be held at the same place as the annual meeting of the Philippine Society for Parenteral and Enteral Nutrition (PHILSPEN). Both regular meetings shall be noted in the notice for such annual meeting. The Board of Directors may be provide by resolution the time and place, either within or without Metro-Manila Philippines, for the holding of additional regular meetings. Said resolution shall be sent to all Directors at least 3 days before such additional regular meetings.

Section 5: Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President or a majority of the Board of Directors. The person or persons calling any special meeting of the Board of Directors may fix any place as the place for holding such special meeting.

Section 6: Notice

Written or printed notice of any special meeting of the Board of Directors shall state the place, day, and hour of the meeting and the purpose or purposes for which the meeting is called and such notice shall be given to each Director at least twenty four (24) hours before the date of the meeting, either delivered personally or mailed to each director at his or her address as shown in the records of the corporation, or, with the prior written consent of the Director, sent via e-mail or fax to the e-mail or fax address set forth in such consent. In all other respects, the giving of such notice, and any waiver thereof, shall be subject to the provisions of Article 7 of these BY LAWS.

Section 7: Quorum

A majority of the voting Board of Directors in office shall constitute a quorum for the transaction of business at any duly called meeting of the Board of Directors, provided that if less than a majority of the Directors are present at any meeting, a majority of the Directors present, or the sole Director present, may adjourn the meeting to another time without further notice.

Section 8: Manner of Acting

The act of the Majority of the voting Directors 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 applicable law, the Articles of Incorporation, or these BY LAWS.

Section 9: Removal

Any director may be removed for cause. Cause for removal shall include violation of BY LAWS or other lawful rule adopted by the Society, or Board of Directors, or other conduct prejudicial to the interests of the Society. Area Directors may be removed only upon twenty (20) days notice and opportunity for a hearing on the charges, and a two thirds (2/3) vote of the entire Active membership of the Society. Directors who are so as a result of their office may be removed by removing them from such office under Article 7, Section 3 therein.

Section 10: Vacancies

Any vacancy occurring in an Area Director seat on the Board of Directors, including any vacancy created by adoption or amendment of these BY LAWS shall be filled only by an individual duly elected by the Board of Directors to fill the corresponding vacancy. Any vacancy in an officer’s seat on the Board of Directors shall be filled in accordance with Article 7, Section 4 herein, which means that a vacancy in the seat of Vice-President may remain vacant until the next annual election of officers.

Section 11: Compensation

Directors shall not receive any stated salaries for their services as Directors, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors, provided however, that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving reasonable compensation therefore.

Section 12: Action Without Meeting In Person

Any action which is required by law, or the Articles of Incorporation, or these BY LAWS to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof, except that the Executive Committee may act on behalf of the Board as described in Article 7, Section 8. Any such consent signed by all of the Directors shall have the same force and effect as a unanimous vote at a duly called and constituted meeting of the Board of Directors. The Board of Directors may meet by means of conference telephone or other communications equipment, which allows all persons participating in the meeting to communicate with each other, provided that notice and quorum requirements of Section 6 and 7 herein are complied with.

Section 13: Conflict of Interest

Directors shall prepare and approve policies intended to define activities, which constitute conflicts of interest, by members of the Board, officers, staff, and other persons acting in responsible capacities on behalf of the Society, or Chapters.

Article 7: Officers (Back)

Section 1: Elected Officers

The elected officers of the corporation shall be a President, a President-Elect, a Vice-President, a Secretary/Treasurer, and such Assistant Treasurers, Assistant Secretaries, or other officer(s) as may be elected by the Active Membership of the Society in accordance with the provision of Article 7 herein.

Section 2: Qualifications and Tenure

The President and officers of the corporation shall assume office at the commencement of the first meeting of the Board of Directors in conjunction with the annual meeting. All Active Members of the Society, regardless of academic degree, who meet the criteria established by the Board of Directors for Secretary/Treasurer, Vice-President, President-Elect or President shall be eligible to be elected to such office.

The offices of Vice-President, President-Elect, and President shall be held for only one term of two-years each, and an incumbent shall move progressively through these three (3) offices. Therefore of these three (3) offices, only that of Vice-President shall be filled at the annual election of officers. After serving a full term as President, the member is no longer eligible to be President-Elect or Vice-President. The office Secretary/Treasurer may be held for any number of one-year terms. The same person may occupy no two (2) offices at the same time except for that of Secretary/Treasurer, which shall be a single office. Each elected officer shall hold office until the next election of the Board of Directors and until his/her successor shall have been duly elected and qualified, or until his/her death, resignation, or removal in the manner hereinafter provided.

Section 3: Removal

Any officer may be removed from office for cause by two thirds (2/3) vote of the entire Active Membership of the Society. Cause for removal shall include violation of BY LAWS or other lawful rule adopted by the Society or Board of Directors, or other conduct prejudicial to the interests of the society. Prior to a vote for removal, the charged officer shall be given twenty (20) days notice and an opportunity for a hearing on the charges.

Section 4: Vacancies

Any vacancy in the office of President and President-Elect shall be filled immediately by the President-Elect or Vice President, respectively, and the office of Vice-President shall remain vacant until the next election of officers, during which time the President shall perform or delegate to another member of the Board of Directors all of the duties and responsibilities of the Vice-President. Where the President-Elect or Vice-President fill a vacancy for President or President-Elect respectively, they shall hold such office for the remainder of the vacating officer’s term and the term thereafter. Any vacancy in the office of Secretary/Treasurer shall be filled by action of the Board of Directors at any meeting of the Board of Directors. Notwithstanding the above, if a mail ballot fails to elect a Vice-President due to failure to obtain any required quorum, the Board of Directors may in its discretion appoint the person who received the most votes for Vice-President in that failed mail ballot, to serve as Vice-President for the ensuing one (1) year term.

Section 5: President

The President shall be the principal spokesman for the corporation and shall appoint the chairmen and members of all committees, other than Nominations Committee and Executive Committee and shall preside at all meetings of the Board of Directors. The President shall, in general, perform all duties and have all powers customarily incident to the Office of President and such other duties and powers, as may be prescribed by the Board of Directors from time to time.

Section 6: President-Elect and Vice-President

The President-Elect and the Vice-President shall assist the President in the discharge of the duties of the President as the President may direct, and shall perform such other duties as may be prescribed from time to time by the President or the Board of Directors. In particular and without limitation, the President-Elect will work directly with Sections and will focus on identifying leadership and talent in the membership; and the Vice-President will have responsibility for monitoring progress in implementation and updating of the Society’s strategic plan. In the absence of the President or in event of the President’s inability or refusal to act, the President-Elect (or in his absence or refusal to act, the Vice-President) shall perform the duties of the President, and when so acting, shall have all of the duties and powers and be subject to all of the restrictions upon the President.

Section 7: Secretary/Treasurer

The Secretary/Treasurer shall keep minutes of the meetings of the Board of Directors, one (1) or more books maintained for that purpose; shall see that all notices are duly given in accordance with the applicable law, the Articles of Incorporation, and these BY LAWS; shall be the custodian of the corporate records and of the seal of the corporation; shall keep a record of the mailing address of each director and officer of the corporation, which addresses the Directors and officers shall furnish to the Secretary/Treasurer. The Secretary/Treasurer shall also be the principal financial officer of the corporation and shall have charge of and be responsible for overseeing the fulfillment of the following responsibilities of the Executive Director; the maintenance of adequate books of account for the corporation in such banks, trust companies, or other depositories as shall be elected in accordance with the provisions of Article 8 of these BY LAWS. The Secretary/Treasurer in general shall perform all duties and have all powers customarily incident to the offices of Secretary and of Treasurer and such other duties and powers as may be prescribed from time to time by the President or Board of Directors. If required by the Board of Directors, the Secretary/Treasurer and/or the Executive Director, any other authorized signatories shall give a bond for the faithful discharge of the duties of that office in such sum and with such surety or sureties, as the Board of Directors shall determine. The cost of any bond or surety may be paid from the funds of the corporation.

Section 8: Executive Director

The Executive Director shall be the chief executive officer of the society, and will be in charge of the central office of the society. He/she will act by appointment and be responsible to the Board of Directors. The Executive Director or the Secretary/Treasurer, or any other officer of the corporation authorized by resolution of the Board of Directors or Executive Committee, may sign any deeds, mortgages, bonds, contracts, checks, or other instruments which the Board of Directors has authorized to be executed, except documents the execution of which shall be expressly be delegated by applicable law, the Articles of Incorporation, these BY LAWS, or the Board of Directors to some other officer or agent of the corporation. He/she will function ex officio as the secretary of the Board of Directors, without voting privileges, and will be responsible for seeing that the Board’s instructions are carried out. He/she is expected to recommend budgets and plans of work and to conduct the day to day business of the organization.

Article 8: Election of Officers and Area Directors (Back)

Section 1: Composition and Appointment of Nominations Committee

The Nominations Committee shall consist of the President, President-Elect, Immediate Past-President, one (1) member appointed by the Board of Directors and one (1) individual each representing the Board of Advisors, the Committee chairs, and the Section chairs. The appointed member of the committee shall not be a member of the Board of Directors or Board of Advisors. At least one hundred (100) days prior to the Annual Business meeting, each of the Board of Advisors, the Committee chairs, and the Section chairs shall elect from within their respective groups their representative to the Nominations Committee and shall report such appointment to the chairman of the committee in writing. The Immediate Past-President shall be the Chairman of the Nominations Committee and shall vote when such vote will affect the outcome.

Section 2: Nominations and Elections

The Nominations Committee shall present to the membership at least ninety (90) days before the annual meeting one (1) nomination for each seat on the Board of Directors, which is vacant or is about to expire and one (1) nomination for the offices of President-Elect, Vice-President, and Secretary/Treasurer.
Thirty (30) days shall be allowed for additional nominations from the membership. Any member may be nominated by petition of 2.5% of the voting membership.
If there is only one (1) nominee for any officer or director position, the Secretary/Treasurer shall cast a unanimous ballot for said officer or director.
If there is more than one (1) nominee for any officer or director position, a ballot shall be sent to the membership at least forty five (45) days prior to the annual meeting, listing all candidates for each position for which more than one (1) candidate has been nominated.

Voting must be completed at least thirty (30) days prior to the annual meeting, and the nominee receiving a plurality of votes cast shall be elected.

Article 9: Board of Advisors (Back)

A Board of Advisors shall consist of all Past Presidents and other persons appointed by the President with the approval of the Board of Directors for a term of two years. Members of the Board of Advisors shall serve at the pleasure of the President of the society and may be utilized as senior advisors to the President and to the Board of Directors on any matters concerning the affairs, business policies, property or scientific functions of the Society. The Board of Advisors shall also appoint a voting representative to the Nominations Committee.