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Washington Association of Diabetes Educators
This page was last modified on: September 6th 2007
Bylaws:
ARTICLE I. NAME
ARTICLE II PURPOSE
ARTICLE III. MEMBERSHIP
SECTION 1. CATEGORIES
SECTION 2. QUALIFICATIONS AND PRIVILEGES
SECTION 3. APPLICATION FOR MEMBERSHIP
SECTION 4. GOOD STANDING
SECTION 5. TERMINATION
SECTION 6. MEMBERSHIP YEAR
ARTICLE IV. FINANCES
SECTION 1. DUES
SECTION 2. FISCAL YEAR
SECTION 3. MAINTENANCE OF FUNDS
SECTION 4. INVESTMENT
ARTICLE V. MEETINGS OF MEMBERS AND VOTING
SECTION 1. ANNUAL BUSINESS MEETING
SECTION 2. AUTHORITY OF VOTING MEMBERSHIP
SECTION 3. LOCATION OF OTHER MEETINGS
SECTION 4. MAIL VOTE
SECTION 5. QUORUM
ARTICLE VI. OFFICERS
SECTION 1. NAME
SECTION 2. ELIGIBILITY
SECTION 3. TERM
SECTION 4. NOMINATIONS AND ELECTIONS
SECTION 5. VACANCY
SECTION 6. REMOVAL OF ELECTED OFFICERS
SECTION 7. DUTIES
ARTICLE VII BOARD OF DIRECTORS
SECTION 1. COMPOSITION
SECTION 2. TERM OF OFFICE
SECTION 3. NOMINATION AND ELECTION
SECTION 4. DUTIES
SECTION 5. MEETINGS
SECTION 6. QUORUM
ARTICLE VIII NOMINATION AND ELECTIONS
SECTION 1. NUMBER TO BE ELECTED/POSITIONS
SECTION 2. NOMINATIONS
SECTION 3. ELECTION PROCEDURE
ARTICLE IX COMMITTEES
SECTION 1. STANDING COMMITTEES
SECTION 2. GENERAL PROCEDURE
SECTION 3. DUTIES
SECTION 4. ADDITIONAL DUTIES
ARTICLE X DISSOLUTION
ARTICLE XI PARLIAMENTARY AUTHORITY
ARTICLE XII AMENDMENTS
SECTION 1. GENERAL BUSINESS MEETING
SECTION 2. ANY BUSINESS MEETING
ARTICLE I—NAME back to top
The name of the association shall be the Washington Association of Diabetes Educators, referred to herein as WADE, a chapter of the American Association of Diabetes Educators, Inc., referred to herein as AADE. AADE is a non-profit organization incorporated under the laws of the state of Illinois.
ARTICLE II—PURPOSE back to top
We believe that quality diabetes education is the right of every individual; therefore, WADE is dedicated to: Representation, promotion and support of Pacific and Inland Northwest diabetes educators as providers of quality diabetes education; Continued co-operation, commitment and sense of community among individuals and organizations involved with diabetes and diabetes education; Supporting a multi-disciplinary approach that enriches diabetes education; Fostering the creativity, enthusiasm and professional and personal growth of our members and others involved in diabetes education.
This chapter of AADE supports the purposes of its parent organization:
AADE 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.
ARTICLE III—MEMBERSHIP back to top
Section 1. CATEGORIES. Membership categories shall be Active, Associate, and Sustaining Member.
Section 2. QUALIFICATIONS AND PRIVILEGES. The qualifications and privileges for the various categories of membership shall be as follows:
ACTIVE MEMBER must be an AADE member in the Pacific and Inland Northwest who
1. Shall be a healthcare professional with an interest in the development, delivery or administration of diabetes patient or professional education or in diabetes research.
2.An Active Member shall have all the privileges of membership, which include the right to vote, to make nominations, to stand for elective office, and to chair, serve and vote on committees.
3. 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.
Associate Member:
1. Shall be a person with an interest or involvement in diabetes education who does not qualify for other member categories.
2. 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 or chair committees. An Associate Member may serve on committees and vote on committees but may not chair committees.
Exception to this bylaw would occur if the elected officer changed
Membership status after elected to the position. This exception would
Require approval by majority of WADE board of directors.
SUSTAINING MEMBER shall be any commercial firm engaged in the production of products or services useful to diabetes educators and will be able to participate at WADE functions and annual meetings and receive a membership roster.
Section 3. APPLICATION FOR MEMBERSHIP. All applicants shall complete the application form provided by WADE and submit completed application to WADE headquarters. Applications shall be reviewed and approved by the membership committee upon receipt of the application form and first year’s dues. Applicants shall abide by the code of ethics of AADE.
Section 4. GOOD STANDING. A member whose dues are paid for the current WADE membership year shall be considered a member in good standing.
Section 5. TERMINATION. All membership privileges shall cease if dues are not paid within 30 days of the start of the membership year, or the member ceases to be eligible under at least one of the membership classifications specified in these bylaws Any member may request to the President to withdraw from membership, but such resignation shall not relieve the members so resigning of the obligation to pay any dues or other charges accrued and unpaid. No dues or fees shall be refunded to any person who terminated membership after the first 30 days of the fiscal year.
Section 6. MEMBERSHIP YEAR. The Board of Directors shall determine the membership year.
ARTICLE IV—FINANCES back to top
Section 1. DUES. All categories of membership shall pay such annual dues as recommended by the Board of Directors and voted upon by the Active members. Dues shall be for the membership year except for Sustaining Members. Sustaining Members annual dues shall be a part of the exhibit fee to be paid at the WADE annual meeting and shall be renewed annually at that time.
Section 2. FISCAL YEAR. The fiscal year of WADE shall coincide with the fiscal year of AADE.
Section 3. MAINTENANCE OF FUNDS. The Treasurer is to be the keeper of the funds. All income shall be deposited in a statewide FDIC insured bank.
Section 4. INVESTMENT The Board of Directors is empowered to make agreements for the investment of the funds of WADE and the employment of investment advisors, banks and auditors.
ARTICLE V—MEETINGS OF MEMBERS AND VOTING back to top
Section 1. ANNUAL BUSINESS MEETING. The annual business meeting shall be held at a time and place determined by the Annual Meeting Committee as approved by the Board of Directors. The meeting will rotate geographically throughout the state. The annual business meeting may be postponed or cancelled 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 in attendance shall Make decisions for WADE by receiving reports and adopting policy Amend the bylaws on recommendations of the Board of Directors. Conduct other business, which may properly come
Section 3. LOCATION OF OTHER MEETINGS. The Professional Education Committee will select the sites of regional meetings.
Section 4. MAIL VOTE. A vote by mail may be authorized by the Board of Directors or as specified in these bylaws.
Section 5. QUORUM. Twenty voting members of WADE shall constitute a quorum for the transaction of business at the general business meeting.
ARTICLE VI—OFFICERS back to top
Section 1. NAME. The elected officers of WADE shall be a President, a President-Elect, a Secretary, and a Treasurer.
Section 2. ELIGIBILITY. Only an Active Member of WADE, as defined in Article III under Membership, is eligible for an elective officer position.
Exception to this bylaw would occur if the elected officer changed
Membership status after elected to the position. This exception would
Require approval by majority of WADE board of directors.
Section 3. TERM. The term of office shall coincide with the fiscal year. All officers except the Treasurer shall hold office for one year. The Treasurer shall hold office for a two (2) year term. One person shall not hold any one office longer than three terms.
Section 4. NOMINATIONS AND ELECTIONS.
A. Nomination for office is made as specified in Article VIII, Section 2.
B. Election shall be made by mail ballot sent to the voting members of WADE. A plurality of the votes cast for each elective position shall elect for that position.
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 Secretary or Treasurer becomes vacant, the President shall appoint a committee chair as interim officer for the unexpired term. If the President-Elect vacates, the Nominating Committee will select at least one nominee (per qualifications under Article VI, Section 2). An election will take place by ballot, with the nominee with the plurality of votes elected to that position, fulfilling the remaining term of President-Elect. The President-Elect will automatically succeed to the Presidency in the following year.
Section 6. REMOVAL OF ELECTED OFFICERS. If the Board determines that it is in the best interest of WADE it may recommend to the Board of Directors the removal of an elected officer. An elected officer may be removed by the affirmative vote of two-thirds of the members of the Board present and voting, either in person or by proxy, when such vote is taken.
Section 7. DUTIES.
A. President. The President shall serve as presiding officer of all regular and special meetings of the general membership and Board of Directors and shall cast the deciding vote in case of a tie; shall present a written report to the general membership on subjects pertaining to the goals of WADE; shall be an ex-officio member of all committees except the Nominating Committee; shall perform such other duties as assigned by these Bylaws or the Board of Directors.
B. President-Elect. The President-Elect shall assume the duties of the President in the absence of the President and shall succeed to the office of President in the event of vacancy. The President-Elect shall automatically succeed to the presidency for the next term. The President-Elect will perform the role of parliamentarian at meetings of the Board of Directors. The President-Elect shall be responsible for the functioning of the committee network, ensuring that each committee has a chairperson for his/ her term, and receives and distributes all WADE mail.
C. Secretary. The Secretary shall oversee the proper recording of the proceedings of the general membership and Board of Directors, and shall perform such duties as are assigned by these Bylaws and by the Board of Directors.
D.Treasurer. The Treasurer shall serve as custodian of all monies, securities, and other financial assets of WADE; and shall hold, invest, or disburse same subject at the direction of the Board of Directors.
E. Immediate Past-President. The immediate Past-President shall serve on the Board of Directors for the fiscal year following his/her term as President; shall serve as Chair of the Nominating Committee; and shall co-ordinate the WADE Outstanding Educator of the Year Award, and the Distinguished Service Award.
ARTICLE VII—BOARD OF DIRECTORS back to top
Section 1. COMPOSITION. The Board of Directors shall consist of the elected officers of WADE, the committee chairs, and nominating committee and liaison positions. It shall meet regularly to conduct business at special sessions as directed by the President. An AADE Board Member may be invited to serve on the WADE Board of Directors to serve as a liaison between the chapter and AADE.
Section 2. TERM OF OFFICE. The term of office shall coincide with the fiscal year. In the event of a vacancy in any of the Committee Chairs, the President shall appoint an active WADE member to fill the vacancy for the unexpired term
Section 3. NOMINATION AND ELECTION shall be specified in Article VIII.
Section 4. DUTIES. The Board of Directors shall serve as the governing body of WADE and is empowered to act in the interim between meetings of the general voting membership. The Board shall report such actions taken to the membership at the business meeting. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable. If the membership of WADE determines that it is in the best interest of WADE, it may vote to remove a member of the Board of Directors at any general business meeting of the membership. A member of the Board 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
Section 5. MEETINGS. The Board of Directors shall meet at least quarterly. The Board shall determine the dates. The President may call a session of the Board of Directors with thirty (30) days notice.
Section 6. QUORUM. A majority of the voting members of the Board of Directors shall constitute a quorum.
ARTICLE VIII—NOMINATIONS AND ELECTIONS back to top
Section 1. NUMBER TO BE ELECTED/POSITIONS. Annually there shall be the election of three (3) officers and two (2) members of the Nominating Committee.
Section 2. NOMINATIONS. The Nominating Committee shall present to the voting membership of WADE a slate of at least one candidate for each of the elective offices for President-Elect, Secretary, Treasurer (every 2 years), and no less than 3 nor more than 5 candidates for the next Nominating Committee. The Elected Officers shall review the slate of candidates prior to mailings.
A. Applications for officers and Nominating Committee are to be made to the Nominating Committee by written application requiring signatures of the nominees The applications must be received by the Nominating Committee, postmarked no later than the deadline date established according to the approved policies and procedures of the Nominating Committee.
B. Selection of candidates for elective positions shall be based on self-nominations, write-ins, and/or discretion of the Nominating Committee operating under approved policies and procedures and shall be accepted and signed by the nominee.
Section 3. ELECTION PROCEDURE.
A. The slate of nominees presented by the Nominating Committee to the voting membership of WADE shall be placed on ballots which shall be mailed to all eligible voting members of WADE. Ballots are to be returned by the date established by the approved policies and procedures of the Nominating Committee. Ballots postmarked after this date will not be accepted for tally.
B. Elective officers shall be elected by a plurality of the votes cast for each office.
C. The two candidates receiving the highest number of votes cast for the Nominating Committee shall be elected to the Nominating Committee.
D. The new officers shall assume their responsibilities at the beginning of the fiscal year.
E. In the event that any elective position is uncontested through the nominating and write-in candidacy provisions of these bylaws, the nominee proposed by the Nominating Committee shall be deemed elected to the position.
ARTICLE IX- COMMITTEES back to top
Section 1. STANDING COMMITTEES. Standing committees shall be Membership, Annual Meeting, Professional Education, Bylaws, Nominating, Newsletter, Public Awareness, Book Review, and Legislative Affairs. Other ad hoc committees and members of the Board of Directors may be established by a majority of the elected officers for the duration of their term. These might include but are not limited to, committees for research, special projects, outreach, and liaison to ADA, AADE, or other organizations.
Section 2. GENERAL PROCEDURE. The President-Elect in preparation for his/her term as President shall appoint the chairs of all committees, except the Nominating Committee. All chairs must be Active members of WADE The President shall be an ex-officio member of all committees except the Nominating Committee. All Committee Chairs are members of the Board of Directors and shall report on committee issues at each Board meeting.
All committee members must be members of WADE. Refer to Article III, Section 3.
Section 3. ADDITIONAL DUTIES. The President upon recommendation of the Board of Directors may designate special committees, task forces, and additional duties of standing committees.
ARTICLE X-- DISSOLUTION back to top
If this association is dissolved at any time, its assets shall be distributed to AADE.
ARTICLE XI-- PARLIAMENTARY AUTHORITY back to top
The rules contained in Robert’s Rules of Order Newly Revised (current edition) shall govern the decisions of WADE at all levels of the organization in all cases where they do not conflict with the Bylaws of WADE or the adopted policies and procedures.
ARTICLE XII -- AMENDMENTS back to top
Section 1. These bylaws may be amended at any general business meeting on the recommendation of the Board of Directors and approved by a simple majority vote of the active membership present and voting, provided the proposed amendment has been submitted in writing to all voting members at least 30 days prior to the convening of the meeting. . Such written notice of proposed amendments to the members may be provided in any official publication of WADE that is distributed to all eligible voting members, including electronic mail and the WADE web page. Members without electronic mail must notify membership committee chair on annual application for membership.
Section 2. These bylaws also may be amended at any business meeting of WADE on recommendations of the Board of Directors and by unanimous vote of the general membership present and voting.
Section 3.
1. These bylaws may be amended on the recommendation of the Board of Directors and approved by a mail or electronic vote of membership eligible to vote.
2. The number of votes cast must be as least equal to the number of members necessary for a quorum at a general business meeting.
3. The majority of ballots cast by eligible voting members is in favor of the amendment.
4. The proposed amendment must be submitted in writing by mail or electronic mail to all eligible voting members at least 30 days prior to voting deadline ends.
Draft: February 26, 1982
Revisions: March 15, 1982; May 3, 1982
Approved by AADE Executive Committee June 1982
Amended June 25, 1983
Amended August 19, 1983
Amended September 22, 1984
Amended January 18, 1986
Amended May 8, 1987
Amended March 4, 1988
Amended May 6, 1988
Approved by general membership on June 7, 1991
Amended May 14, 1993
Amended and approved by general membership on April 21, 1995
Amended and approved by general membership on May 2, 1997
Amended and approved by general membership on June2, 2001
Amended and approved by general membership on April 21,2007
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