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( a trade association ) |
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( a trade association ) |
Table of Contents
Article I: Territory, Office and Seal ....................................................................1
Article II: Statements of Purpose.........................................................................1
Article III: Limitation of Power..........................................................................2
Article IV: Membership Categories......................................................................2
Article V: Membership Dues and Assessments.........................................................3
Article VI: Organization...................................................................................3
Article VII: Duties of Directors, Officers and Committees...........................................4
Article VIII: Reimbursement of Expenses; Compensation............................................5
Article IX: Meetings and Meeting Protocols............................................................6
Article X: Election of Directors, and Officers; Filling Vacancies...................................7
Article XI: Amendments...................................................................................7
Article XII: Removal from Office; Termination of Membership....................................8
Article XIII: Indemnification of Directors, Officers, Employees and Other Agents..............8
BYLAWS
of the
Environmental Data Improvement Group, INC.
ARTICLE I
TERRITORY, OFFICE AND SEAL
A. Territory. The territory covered by the Environmental Data Improvement Group (the Group) shall be universal.
B. Office. The principal office of the corporation shall be located in the USA at a venue designated by the Board of Directors. The Board of Directors may change the venue of the principal office according to the activities of the Group and may designate such other offices of the Group as the activities of the corporation may from time to time require. The organization shall continuously maintain in the State of Illinois a registered agent, as required for the Illinois Not-for-Profit Corporation Act.
C. Seal. The corporate seal shall contain the name of the Group, the date of its creation and the words INCORPORATED ILLINOIS.
ARTICLE II
STATEMENTS OF PURPOSE
A. To serve the interests of environmental data by improving business relations between its members, promoting the interests of the environmental data community and cooperating with educational and regulatory authorities and other interested groups in the development of performance based evironmental data processes.
B. To represent its members before, and cooperate with, the UN, federal, national or regional legislative bodies and agencies so that the interests of its members shall be thoroughly and adequately considered and understood in relation to contemplated legislation and rules and regulations. To cooperate with other associations.
C. To gather and disseminate information which will increase its members environmental data quality and and their knowledge of their rights and privileges.
ARTICLE III
LIMITATION OF POWER
A. No part of the net earnings of the Group shall inure to the benefit of or be distributable to its members, directors, officers or other private persons, except that the Group shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II. Notwithstanding any other provision of these Articles, the Group shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law.)
B. Upon dissolution of the Group, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Group, dispose of all of its assets exclusively for the purposes of the Group in such manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501(c) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine. Any such assets not disposed of shall be disposed of by the Superior Court of the county in which the principal office is located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.
ARTICLE IV
MEMBERSHIP CATEGORIES
Types of Individual Membership with Annual Dues
Active Member ( Included in Sustaining Member Organization Annual Dues)
All interested employees of a Sustaining Member Organization.
Associate Member ($100)
For individuals such as agency employees, municipal officials, public health professionals, engineers, chemists, scientists, educators, consultants, or others interested in improving environmental data.
International Membership ($125 U.S.)
An individual who meets the criteria of an Associate member but who does not reside in North America, the Independent Pacific Island nations of the Federated States of Micronesia, Republic of Palau or the Republic of Marshall Islands.
Types of Sustaning Organmization Membership with Annual Dues
Testing Contractor or Independent Lab Membership (Financials Based - see below)
Dues and benefits are determined by organization annual environmental revenue)
In-house Testing Group or In-house Lab (1% of group annual payroll)
Dues are based on the environmental group payroll. Each plant can be considered a separate group or can be combined with another plant(s) to form one group.
Federal, State or Local Agency (0.5% of group annual budget)
Dues are determined on an annual department budget basis.
Equipment Manufacture, Importer, or Supplier (Financials Based - see below)
Trade Association ($10,000 minimum)
A trade association membership and dues must be pre-approved by the board.
Dues are based on gross annual sales dependant on environmental data.
Legal Firm, Consultants, Research Laboratory ($5,000)
Utility, Manufacturer , Process Industry Member (.01% of value added)
Dues are determined by your gross annual value added sales impacted by environmental data and or environmental compliance. The best way of estimating this is what would be the annual impact of EPA shutting all your plants and all your suppliers' plants that have environmental permits?
Technical Service Organizartion ($500)
A library, government department, or other organization that is interested in environmental data matters but does not fall under the other categories of organization memberships.
Financials Based Dues (Based on most recent fiscal year. Select one)
Dues as a percent of total environmental sales 0.1% OR
Dues as a percent of total environmental payroll 1.0% (audited financials req.) OR
Dues as a percent of profits 1.0% (audited financials req.)
Range Limits
Minimum Organizational Dues $500
Maximum Organizational Dues $10,000
Voting
One vote per $1000 of paid dues in the 12 months preceding the vote. Voting must be done in person in whole numbers but a proxies and fractions can be gathered and aggerated to create one or more whole votes.
ARTICLE V
MEMBERSHIP DUES AND SPECIAL ASSESSMENTS
A. Annual dues. Dues shall be reviewed and set annually by the Board of Directors and shall be payable on the first day of each fiscal year. Partial years shall be prorated..
B. Special assessments. The Board of Directors shall have the power to levy special assessments when it determines that extenuating circumstances call for such a levy.
C. Self-assessments. Any segment of the Group may assess itself for its own purposes and benefit, subject to the approval of the Board of Directors, which shall determine the identity of the members belonging to the segment. Such assessments shall be separately accounted for in the general fund of the Group.
D. Arrears. Thirty days after the dues or other indebtedness to the Group is payable, the secretary shall notify all members who have failed to pay dues or other indebtedness. Members so notified shall be denied all privileges of the Group while they are delinquent and shall automatically be terminated if said indebtedness has not been paid within 60 days of notification. Members terminated in such fashion shall be subject to re-application and liability for previous obligations as well as new dues.
ARTICLE VI
ORGANIZATION
A. Board of Directors.
1. Number of directors. The Board of Directors shall consist of nine voting members who shall be elected for three-year terms. One-third of these directorships expire annually and shall be filled according to the procedures cited in Article X. Each of these directors shall be entitled to one vote as to matters determined by the Board of Directors. Only active members are eligible to serve as directors on the Board of Directors. At least seven of the directors shall be representatives of active members of a organization which makes environmental data measurements monthly. No two members of the Board of Directors shall be affiliated with the same Sustaining Member.
2. Ex officio directors. Ex officio positions of one-year duration shall be filled by the following individuals: (i) the ASETT chair person; (ii) the chair of the ASTM stack emissions measurement committee ; (iii) one representative of any Sustaining member ; and, (iv) the immediate past president of the Group if his or her director term has expired upon completion of office.
B. Officers. The officers of the Group and their rank shall be: president, first vice president/president-elect, second vice president, secretary and treasurer. The terms of all officers shall be one year, except that the first vice president/president-elect shall ascend to the presidency and the second vice president shall ascend to the office of the first vice president/president-elect. There shall be an election held annually at a designated meeting of the Board of Directors to elect a second vice president, secretary and treasurer. The second vice president and secretary shall be directors while the treasurer shall not be required to be a director. Officers other than the treasurer may serve no more than two consecutive terms.
C. Committees.
1. Executive Committee. The president, first vice president/president elect, second vice president and the immediate past president, if he or she is a voting member, shall constitute an Executive Committee.
2. Standing Committees. The Board of Directors shall designate standing general and commodity committees to discuss pertinent matters that may affect the Group. The board shall appoint chairs for each such committee. Committee membership is open to all interested members and their associates.
ARTICLE VII
DUTIES OF DIRECTORS, OFFICERS AND COMMITTEES
A. Directors.
1. The directors shall have sole authority to exercise general supervision and control of the business and the affairs of the Group and shall make and adopt all necessary rules and regulations and do all such lawful acts as are not prohibited by statute, the Articles of Incorporation or the bylaws.
2. The act of the majority of directors voting in a meeting at which a quorum is present shall be the act of the Board, except as otherwise specified by the Articles of Incorporation and these bylaws.
B. Officers. The Groups officers shall perform those duties which usually pertain to their respective offices:
1. President. The president shall preside at all meetings of the Group; shall enforce all provisions respecting the general welfare of the Group; shall call special meetings of the Group whenever necessary or upon written request of at least 25% of the active members in good standing: shall appoint, remove or discharge any committee member with the approval of the Board of Directors; shall make a full report at the annual meeting of the members; and, shall perform all other acts and duties usually required of a presiding officer.
2. First Vice President/President-Elect. The first vice president/president-elect shall, in the absence of the president, perform the duties of the president and shall perform such other duties as may be prescribed by the Board of Directors.
3. Second Vice President. The second vice president shall assist the president and first vice president/president-elect in the discharge of their duties and in the absence of the president and first vice president/president-elect, shall officiate in their stead.
4. Secretary. The secretary shall keep a full and complete record of the Group and the Board of Directors; shall maintain a full and correct list of Group members; shall give written notice to all members of each regular, special or adjourned meeting at least ten days prior to the date thereof; and, shall notify members of proposed changes of these Bylaws as hereinafter provided.
5. Treasurer. The treasurer shall receive all monies paid into the Group, depositing the funds in a bank account in the name of the Group; shall render a quarterly statement to each member who is indebted to the Group, showing such members indebtedness; shall keep a full and accurate account of all receipts and disbursements in a suitable book or books provided by the Group for that purpose, and shall, when requested by the Board of Directors, open such books to inspection and exhibit proper vouchers for disbursements; shall submit a written report at each regular Board meeting and a full annual report at the annual meeting; and, shall submit to an audit at any time as the Board of Directors may direct. A statement of financial condition shall be provided to any member upon written request. The treasurer shall be bonded at the direction of the Board of Directors.
C. Committees.
1. Executive committee. The executive committee shall transact all business of the Group for the Board of Directors between meetings of the Board.
2. Standing and special committees. Standing and special committees shall study matters associated with their particular subject and shall recommend actions to the membership and the Board of Directors.
ARTICLE VIII
REIMBURSEMENT OF EXPENSES AND COMPENSATION
A. Reimbursement of expenses. Officers and directors may be entitled to actual expenses incurred while carrying out their duties on behalf of the Group. The Board of Directors shall determine the policy for such reimbursements and shall approve in advance expenditures in excess of $100. Nothing contained herein shall pertain to reimbursement for expenses where a budget has been set and approved.
B. Compensation. Except as provided for reimbursement of expenses, no officer, member of the Board of Directors or committee member shall receive compensation for activities undertaken on behalf of the Group.
ARTICLE IX
MEETINGS AND MEETING PROTOCOLS
A. Group membership meetings. The annual meeting of the members of the Group shall be held at such time and place as designated by the Board of Directors.
B. Board of Directors meetings. Regular quarterly meetings of the Board shall normally be scheduled in March, June, September and December at times and places as designated by the Board. Special meetings of the Board shall be called immediately following director elections, on other occasions upon the call of the President or upon call of three members of the Board of Directors. The secretary shall give notice of special meetings in writing not later than three days prior to their meeting dates.
C. Special meetings. Special membership meetings may be called by written application to the President from 20% of the members in good standing or a majority of the full Board of Directors, provided such application shall state the purpose for which the meeting is to be called. No business other than that stated in the call shall be transacted at such special meetings.
D. Meeting protocols.
1. Voting. Only active members in good standing shall be entitled to cast one vote on any proposition presented. Votes must be cast in person at the meeting. Any member at the meeting can have a standing proxy for all other votes of a sustaning organization. Proxiy directives from one organization to another must be in writing to both the designated in person voting member and the GroupSeceratary. The Seceratary must recieve the proxy directives at least 3 days before the meeting. The other classes of members shall not be entitled to vote. The majority of those present and eligible to vote shall be the deciding margin in all Group business except as otherwise specified in the Articles of Incorporation and in these Bylaws.
2. General Group Membership Meeting Quorum. A quorum shall consist of 25% (or a minimum of seven members) of the Groups active members in good standing. If no quorum appears within 30 minutes after the hour named in the meeting notice, no meeting shall be held.
3. Board of Directors Quorum. A quorum for meetings of any kind shall consist of five (5) directors. If no quorum appears within 30 minutes after the hour named in the meeting notice, no meeting shall be held.
E. Open meeting. All meeting of the Group shall be open to any and all members of the Group to attend as an observer.
ARTICLE X
ELECTION OF DIRECTORS AND OFFICERS; FILLING VACANCIES
A. Directors. Three new members of the Board of Directors shall be elected at each annual meeting of the members of the Group. Nominees for these positions shall be presented by the nominations committee appointed by the president. Nominations shall also be taken from the floor at the annual meeting. Election shall be by vote of the majority present if the number of candidates equals the number of director positions to be filled or by secret ballot if the number of candidates exceeds the number of positions to be filled. The three newly-elected members of the Board of Directors shall assume their duties immediately following their election.
B. Election of Officers. The election of officers by the Board of Directors shall take place following director elections at the annual meeting. The installation of the newly elected officers shall take place at the close of the annual meeting.
C. Filling Vacancies. Vacancies in any office or directorship shall be filled by the Board of Directors at the first quarterly meeting afterccurrence. The term of the individual filling the vacancy shall be the term of the director or officer so replaced.
ARTICLE XI
AMENDMENTS
A. Articles of Incorporation. The Articles of Incorporation may be amended by a majority vote of the members entitled to vote at a meeting of those members or by act of the Board of Directors if there are no members entitled to vote. All members entitled to vote shall be notified in writing of proposed amendments to the Articles of Incorporation. Such notification shall be mailed at least ten days before the meeting at which the vote to amend is to occur.
B. Bylaws. The bylaws of this Group may be repealed, altered or amended by a two-thirds (2/3) vote of the Board of Directors present at any regular or special meeting in which a quorum is present, provided written notice of the intent to repeal, alter or amend these bylaws is mailed at least ten days before the meeting at which the vote is to occur, or by act without a meeting upon two-thirds (2/3) vote of all of the Board of Directors. Revisions to the bylaws shall be effective upon adoption by the Board but shall require ratification by a majority of the eligible members present at a regular or special meeting to become permanent. Notice of request for ratification shall be mailed to all eligible members at least ten days before the meeting at which the ratification vote is to occur.
ARTICLE XII
REMOVAL FROM OFFICE; TERMINATION OF MEMBERSHIP
Any officer, director or member of the Group may be removed from office or membership for cause by a two-thirds vote of all the members entitled to vote at a meeting of the Group called for that purpose or at a regular meeting in which such purpose is noticed. Such officer, director or member subject to removal shall be notified of said meeting by certified or registered mail sent to a last known address at least ten (10) calendar days previous to the date of the meeting. Any officer or director convicted of a felony while in office shall be removed immediately from such office.
ARTICLE XIII
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES AND OTHER AGENTS
A. Right of Indemnity. To the fullest extent permitted by law, this Group shall indemnify its directors, officers, employees and other persons described in Section _____ of the Illinois Corporation Law, or any subsequent relevant statute, including persons formerly occupying such positions, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any proceeding, as that term is used in that section, and including an action by or in the right of the Group, by reason of the fact that the person is or was a person described in that section. Expenses as used in this Bylaw shall have the same meaning as in Section ______ of the Illinois Corporation Law.
B. Approval of Indemnity. On written request to the Board by any person seeking indemnification under Section ______ of the Illinois Corporation Law, or any subsequent relevant statute, the Board shall promptly determine whether the applicable standard of conduct set forth in the applicable provisions of law has been met and, if so, the Board shall authorize indemnification.
If the Board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, such determination shall be made as provided by Section ________ of the Illinois Corporation Law.
OPTION TO B. ABOVE. The committee, not to exceed the extent of its funds, shall indemnify any and all of its directors, officers, employees, or agents or former directors, officers employees or agents against claims, liabilities, expenses and costs actually and necessarily incurred by him or his estate in connection with or arising out of any civil action in which he is made a party by reason of his being, or having been, a director, officer, employee or agent, if he acted in good faith and in a manner he reasonably believed to be in accordance with the law and the best interests of the Committee, and with respect to any criminal action or proceeding, if he had no reasonable cause to believe his conduct was unlawful. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Committee is advised by counsel that the person to be indemnified acted within the foregoing standards. The foregoing right of indemnification shall not be exclusive of other rights to which he may be entitled.
C. Advancement of Expenses. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 and 2 of this Article XIII of these Bylaws in defending any proceeding covered by those sections shall be advanced by the Group before final disposition of the proceeding, on receipt by the Group of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the Group for those expenses.
D. Insurance. The Group shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees and other agents against any liability asserted against or incurred by any officer, director, employee or agent in such capacity or arising out of the officers, directors, employees or agents status as such.
ARTICLE XIV
Certificate of Membership
Every elected member of the Society shall be entitled to a certificate of membership signed by the President and Secretary and bearing the seal of the Society. In addition each member's name and will be listed online at https://www.betterdata.org/memberlist.html with a link to member web page or email address.
CERTIFICATION
I hereby certify that the foregoing bylaws were adopted by the Board of Directors of the Group as of the 1st day of ______, 2001.
Scott Evans, Founder and Director
______________________
ALTERNATE BYLAW SECTIONS
Section 2.6 Meetings. An Annual Business Meeting of Active members shall be
held in conjunction with the Annual Education Meeting. An educational meeting
shall be held annually in conjunction with the Annual Meeting of the EDIG . In addition, special meetings may be called at any
time by the President or the Board of Directors of the Corporation. Meetings
shall be held at such place as the Board of Directors may from time to time by
resolution notices or waivers thereof. In addition, the membership may call a
special meeting by a majority vote of all Active members.
Section 2.7 Notice of Meetings. Written notice stating the place, date and
hour of the meeting, and, in case of a special meeting, the purpose or purposes
for which such meeting is called, shall be delivered to the membership not less
than ten (10) days nor more than ninety (90) days before such meeting, either
personally or by mail, by or at the direction of the President, the Board of
Directors, or the Active members calling the meeting. If mailed, such notice
shall be deemed to be delivered when deposited, postage prepaid, in the United
States mail addressed to each member at his/her address as it appears on the
records of the Corporation.
ARTICLE III - BOARD OF DIRECTORS
Section 3.1 Powers. The funds and business of the Corporation shall be
managed by a Board of Directors, which shall exercise all the usual powers of a
managing board. These powers shall include, but shall not be limited to, (a)
overseeing the functioning of the Corporation, (b) insuring the orderly transfer
of the administration of the Corporation from the retiring to the incoming
officers and Directors, and (c) formulating long-range plans for the Corporation.
Section 3.2 Composition. The Board of Directors shall be composed of five
(5) officers and six (6) elected Directors, and the Society's delegate to the
American Society of Anesthesiologists (ASA) House of Delegates who shall be an
ex-officio director. All Directors shall be twelve (12), and each Director shall
have one vote. The officers shall serve on the Board of Directors for the duration
of their respective terms of office. All Active members of the Corporation shall
be eligible to be elected Directors. Elected Directors shall be elected at the
Annual Business Meeting. All Directors shall be elected for three (3) year terms.
Elected Directors shall hold office until their successors shall have been elected
and qualified. The Delegate and Alternate Delegate to the ASA House of Delegates
shall be appointed by the President to a term of three (3) years and may be
reappointed by the President.
Section 3.3 Elections. Directors shall be elected in the following manner: The
Nominating Committee shall begin deliberations on the choice or selection of
members to be nominated for directors no later than 120 days prior to the
Annual Membership Meeting. The chair of the Nominating Committee shall
recommend to the Board of Directors a slate of at least one nominee for each
open position. Upon approval of the slate of candidates by a majority of the
Board of Directors, a printed announcement of the slate of nominees shall be
mailed to the Society's membership at least 30 days prior to the Annual
Membership Meeting for vote at the Annual Membership Meeting. The Active
members shall vote for one candidate for each open position, and each nominee
receiving a plurality of the votes cast by written ballot shall be declared elected.
No elected director shall be eligible for more than two (2) successive three (3)
year terms. The timetable for nominations may be altered for good cause.
Section 3.4 Vacancies. If an elected Director is elected to serve as an officer
of the Corporation during his/her term as Director, or be unable to fulfill the
term, the elected Director position shall be declared vacant. Any vacancy
occurring in the Board of Directors shall be filled by nomination of the President
upon confirmation of two-thirds (2/3) of the remaining Directors at their next
meeting. A Director elected to fill a vacancy shall be elected for the unexpired
term of his/her predecessor.
Section 3.5 Meetings.Section 3.6 Notice of Meetings. Unless required by
resolution of the Board of Directors, notice of any annual or regular meeting of
the Board of Directors need not be given. Notice of each special meeting shall be
mailed to each Director, addressed to each Director at his or her residence or
usual place of business, at least ten (10) days before the date on which the
meeting is to be held; or such notice shall be sent to each Director at such place
by telegraph, cable, telecopier, mailgram or wireless, or be delivered personally
or read to the Director by telephone not later than twenty-four (24) hours
before the time at which the meeting is to be held. If mailed, such notice shall be
deemed to be delivered when deposited, postage prepaid, in the United States
mail addressed to the Director at his or her address as it appears in the records
of the Corporation. Each such notice shall state the time and place of the
meeting, but need not state the purpose or proposes of the meeting. No notice of
the reconvening of any adjourned or recessed eting need be given except as
contained in the resolution or ruling directing the adjournment or recess.
Section 3.7 Waiver of Notice of Meetings. Anything to these Bylaws or in
any resolutions adopted by the Board of Directors to the contrary
notwithstanding, proper notice of any meeting of the Board of Directors shall be
deemed to have been given to any Director if such notice shall be waived by the
individual Director in writing (including telegraph, cable, telecopies, mailgram
or wireless) before or after the meeting. A Director who attends a meeting shall
be deemed to have had timely and proper notice thereof, unless he or her
attends for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 3.8 Quorum and Manner of Acting. A majority of the number of
Directors who are serving shall constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of the Directors present may
adjourn the meeting from time to time until a quorum be had. Directors shall
act only as a Board of Directors and an individual Director shall have no power
as such. The act of a majority of the Directors present at a 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 law or by these Bylaws.
Section 3.9 Resignations. Any Director of the Corporation may resign at any
time, orally or in writing, by notifying the President or the Secretary of the
Corporation. Such resignation shall take effect at the time therein specified;
and, unless otherwise specified, the acceptance of such resignation shall not be
necessary to make it effective.
Section 3.10 Removal. Any Director, other than an ex-officio Director, may be
removed for cause by an affirmative vote of at least two-thirds (2/3) of the other
Directors at a special meeting called for such purpose. Failure to attend three or
more consecutive Board of Directors meetings may be considered cause for
removal.
Section 3.11 Compensation. Directors shall not be entitled to receive
compensation for their duties as Directors, but expenses for attending Board of
Directors meetings, other than the Annual Board of Directors Meeting, may be
reimbursed by resolution of the Board of Directors to the extent funds are
available. Nothing herein contained shall be construed to preclude any Director
from serving the Corporation in any other capacity and receiving compensation
therefor.
Section 3.12 Action by Directors Without a Meeting. Any actions required
by law to be taken at a meeting of the Board of Directors or which may be taken
at a meeting of the Board of Directors, or of a committee by the Board of
Directors may be taken without a meeting if a consent in writing, setting forth
the actions so taken, shall be signed before or after such actions by all of the
Directors or all of the members of the committee as the case may be. Such
consent shall have the same force and effect as a unanimous vote.
Section 3.13 Meetings by Conference Telephone. To the extent authorized
by law, meetings by the Board of Directors or any committee by conference
telephone or similar communications equipment shall be permitted, provided
that all other Directors participating in such a meeting can hear each other.
Participation in a meeting by such means shall constitute presence in person at
any such meeting.
ARTICLE IV - CORPORATE OFFICERS
Section 4.1 Officers. The officers of the Corporation shall consist of a
President, President-Elect, Immediate Past-President, Secretary, Treasurer, and
such other officers as the Board of Directors may from time to time determine
to appoint.
Section 4.2 President. The President shall be the chief executive officer of the
Corporation and shall have general supervision of the business of the
Corporation, subject, however, to the control of the Board of Directors and of
the Executive Committee. The President shall preside at all Board of Directors
meetings, and in general shall perform all duties incident to such office and
such other duties as may from time to time be assigned to him/her by the Board
of Directors or the Executive Committee. The President shall be chairperson of
the Executive Committee and shall be an ex-officio member of all committees
except the Nominating Committee.
Section 4.3 President-Elect. The President-Elect shall preside at meetings of
the Board of Directors and the Executive Committee in the absence of the
President and shall perform such other duties as from time to time may be
assigned by the President, the Board of Directors, or the Executive Committee,
and shall have such other powers and authority as are elsewhere in these Bylaws
conferred upon the President-Elect.
Section 4.4 Immediate Past-President. The Immediate Past-President shall
preside at meetings of the Board of Directors and the Executive Committee in
the absence of the President and the President-Elect and shall perform such
duties as from time to time may be assigned by the President, the Board of
Directors, or the Executive Committee, and shall have such other powers and
authority as are elsewhere conferred upon the Immediate Past-President in these
Bylaws.
Section 4.5 Treasurer. Except as may otherwise be specifically provided by
the Board of Directors or the Executive Committee, the Treasurer shall have
custody of, and be responsible for, all monies, funds, and securities of the
Corporation, and shall have and exercise under the supervision of the Board of
Directors all the powers and duties commonly incident to the office of
Treasurer. The Treasurer shall deposit all funds of the Corporation in such bank
or banks as the Board of Directors may designate. The Treasurer shall keep
accurate books of account of the Corporation's transactions, which shall be the
property of the Corporation, and shall be subject at all times to the inspection
and control of the Board of Directors. The Treasurer shall provide an annual
financial report and projected budget to the Board of Directors, which report
shall be presented at the Annual Business Meeting. The Treasurer shall perform
such other duties as from time to time may be assigned to him or her by the
President, the Board of Directors, or thExecutive Committee, and have such
other powers and authority as are elsewhere conferred upon the Treasurer in
these Bylaws.
Section 4.6 Secretary. The Secretary shall act as the Secretary of all meetings
of the Board of Directors; shall have custody and maintain the records of the
Corporation; certify action of the Board of Directors when necessary; have
charge of the seal; give notice of meetings to the Board of Directors and
members, as directed by these Bylaws or the President; and shall, in general,
perform all the duties incident to the office of Secretary and such other duties
incident to the office of Secretary and such other duties as from time to time
may be assigned by the President, the Board of Directors, or the Executive
Committee; and shall have such other powers and authority as are elsewhere
conferred upon the Secretary in these Bylaws.
Section 4.7 Terms of Office. The President shall serve a term of one year and
may serve for a maximum of three (3) nonconsecutive terms. The
President-Elect shall assume the office of President in the year following his or
her election. The Secretary and the Treasurer each shall serve for a term of two
years and may serve for a maximum of two (2) consecutive terms. A candidate
for the office of President-Elect must be a present Director. No other officer
need be a present or former Director. Should a President-Elect decide not to
become President, the Nominating Committee for that year shall select
candidates for both the office of President and President-Elect.
Section 4.8 Election. Officers shall be elected in the following manner: The
Nominating Committee shall begin deliberations on the choice or selection of
members of the Board of Directors to be nominated for officers no later than
120 days prior to the Annual Membership Meeting. The chair of the Nominating
Committee shall recommend to the Board of Directors a slate of at least one
nominee for each open position. Upon approval of the slate of nominees by a
majority of the Board of Directors, a printed announcement of the slate of
nominees shall be mailed to the SocietyÕs membership at least 30 days prior to
the Annual Membership Meeting for vote at the Annual Membership Meeting.
The Active members shall vote for one candidate for each open position, and
each nominee receiving a plurality of the votes cast by written ballot shall be
declared elected. The timetable for nominations may be altered for good cause.
Section 4.9 Vacancies. A vacancy in any office other than that of the
President shall be filled for the unexpired portion of the term by nomination of
the President upon approval of two-thirds (2/3) of the Board of Directors at its
next meeting. A vacancy in the office of the President automatically shall be
filled by the President-Elect, who shall serve for the unexpired portion of his or
her predecessor's term, as well as his or her own term. In the event that the
President-Elect cannot fill such a vacancy in the office of the President, the order
of succession shall be the Immediate Past-President, the Secretary and the
Treasurer.
Section 4.10 Removal. Any officer may be removed with or without cause by
resolution adopted at any regular or special meeting of the Board of Directors by
a majority of the Directors then in office.
Section 4.11 Resignation. Any officer may resign at any time by giving oral
or written notice to the Board of Directors, the President, or the Secretary of the
Corporation. Any such resignation shall take effect at the time of receipt of such
notice or any later date therein specified. Unless otherwise specified, the
acceptance of such resignation shall not be necessary to make it effective.
Section 4.12 Compensation. Officers shall not receive compensation for
their services, but expenses for attending meetings other than Annual Meetings
of the Board of Directors and Active members, may be reimbursed by the
Corporation to the extent funds are available. Nothing herein contained shall be
construed to preclude any officer from serving the Corporation in any other
capacity and receiving compensation therefor.
ARTICLE V - COMMITTEES
Section 5.1 Appointments. Three months prior to the Annual Membership
Meeting, the President-Elect shall solicit nominees for appointments as
committee members and chairs for the coming year. The President-Elect shall
not be limited to such nominees in making appointments except as otherwise
provided in these Bylaws, at the first meeting of the Board of Directors
immediately following each Annual Membership Meeting of the Society. The
President-Elect shall appoint the chairs and the membership of all committees
of the Board of Directors. Unless otherwise specified in these Bylaws, the
President shall appoint members of committees to fill unexpected vacancies as
they occur.
If necessary or desirable, the President may appoint additional committee
members to all committees except the Executive Committee.
Section 5.2 Term. Appointment to membership on a standing committee
shall be for two (2) years, but all members shall be eligible for reappointment
for one additional two-(2) year term unless otherwise specified in these Bylaws.
Staggered terms shall be created in the initial appointment of new committees
by dividing the initial appointments as nearly equally as the number of
members permit among two and one-year terms. Members whose initial
appointments were terms for one year shall remain eligible for reappointment
to two complete successive terms. Committee appointments shall be limited to
two complete successive two-year terms unless otherwise specified in these
Bylaws.
After a lapse of one or more years in membership on a committee, a member
again is eligible for appointment to that committee irrespective of the number
of years of previous committee membership.
Members qualified for service on committees shall not serve on more than
two committees at any one time with the exception of service on the Executive
Committee. Nominating Committee, Committee on Development or an ad hoc
committee created by resolution of the Board of Directors.
The committee chair shall serve for one (1) year, but may be eligible for
reappointment to succeeding one (1) year terms unless otherwise specified in
these Bylaws.
Section 5.3 Meeting Records. Each committee shall keep complete records
of all deliberations, recommendations and actions to be submitted to the Board
of Directors at the next regular Board of Directors meeting.
Section 5.4 Annual Report. Annual reports required by these Bylaws shall
be deposited with the Secretary at such time as the Board of Directors may
direct, but no less than thirty days prior to the Annual Membership Meeting.
Such reports shall be submitted to the Board of Directors. The annual report of
the President shall be presented at the Annual Membership Meeting and
presented in the next issue of the newsletter.
Section 5.5 Lines of Authority.
A. The President shall oversee the operations of the Executive Committee and
the Nominating Committee.
B. The President-Elect shall oversee the operations of the following
educational committees:
Committee on Education
Committee on Annual Meeting
C. The Secretary shall oversee the operations of the following administrative
committees:
Committee on Membership
Committee on Liaison Activities
Committee on Governmental Affairs
Committee on Bylaws
Committee on Publications
D. The Treasurer shall oversee the operations of the following financial
committees:
Committee on Finance
Committee on Development
Section 5.6 Executive Committee. The Executive Committee shall be
composed of the President, President-Elect, Immediate Past-President,
Secretary, and Treasurer. The Executive Committee shall have and exercise the
authority of the Board of Directors in the management of the business and
affairs of the Corporation, subject to the restrictions hereinafter set out and
further subject to such limitations upon its authority as the Board of Directors
may, from time to time, impose. In no event shall the Executive Committee, or
any of its subcommittees, have authority to approve an amendment to the
Articles of Incorporation; a plan of merger or consolidation; a sale, lease,
exchange, mortgage, pledge or other disposition of all or substantially all of the
property and assets of the Corporation; the voluntary dissolution of the
Corporation; or revocations of voluntary dissolution of the Corporation, or
revocations of voluntary dissolution proceedings. The Executive Committee
may establish various subcommittees and appoint Active members of the Cor
ration to serve thereon. The authority of the subcommittees shall be based
upon express grants of authority by the Executive Committee and such
subcommittees shall report directly to the Executive Committee.
Section 5.7 Nominating Committee. The President-Elect shall annually
appoint a Nominating Committee to nominate Active members for election as
officers and to the Board of Directors in accordance with the procedures set
forth in these Bylaws. The Nominating Committee shall have at least three (3)
members, one of whom shall be a present Director.
Section 5.8 Committee on Membership. The President-Elect shall
appoint a Committee on Membership to process the applications of persons
interested in membership. The Committee shall have at least three (3)
members, one of whom shall be the Secretary of the Corporation. The other
members of the Committee need not be Directors.
Section 5.9 Committee on Annual Meeting. The President-Elect shall
appoint a Committee on Annual Meeting to plan the Society's Annual
Educational Meeting members. The committee shall be composed of two
members serving overlapping two-year terms such that the second year
member is the current year's Meeting Chair. Neither member is required to be
a Director.
Section 5.10 Committee on Education. The President-Elect shall appoint
a Committee on Education to organize refresher courses, the Society's
Breakfast Panel at the American Society of Anesthesiologists Annual Meeting,
and other educational activities as determined by the Board of Directors. The
Committee shall have at least three (3) members, none of whom shall be
required to be a Director.
Section 5.11 Committee on Liaison Activities. The President-Elect shall
appoint a Committee on Liaison Activities to work with such organizations as
the American Society of Anesthesiologists, Society of Critical Care Medicine,
the Association of University Anesthesiologists and other organizations that
have an effect on the practice of critical care medicine by anesthesiologists.
The Committee shall have at least three (3) members, at least one of whom
shall be the Society's representative to one of these individual organizations.
Section 5.12 Committee on Governmental Affairs. The President-Elect
shall appoint a Committee on Governmental Affairs to watch legislative
activities at the Federal and state levels and to work closely with those
involved in legislative activities. The Committee shall have at least three (3)
members, none of whom shall be required to be a Director.
Section 5.13 Committees on Bylaws. The President-Elect shall appoint a
Committee on Bylaws to review the Bylaws annually and recommend
amendments when necessary or desirable. The Committee shall have at least
three (3) members none of whom shall be required to be a Director.
Section 5.14 Committee on Development. The President-Elect shall
appoint a Committee on Development to foster and maintain outside support
of the activities of the corporation. The Committee shall have at least three (3)
members, none of whom shall be required to be a Director.
Section 5.15 Committee on Training and Practice. The President-Elect
shall appoint a Committee on Training and Practice to assist with the
recruitment of physicians into critical care medicine, to promote
anesthesiologists to incorporate critical care medicine into their practices and
to serve as a resource for resolving operational problems that arise in critical
care medicine practice. The Committee on Training and Practice shall have at
least three (3) members, none of whom shall be required to be a Director.
Section 5.16 Committee on Finance. The President-Elect shall appoint a
Committee on Finance to study and recommend means of strengthening the
financial status of the Society, and to assist the Treasurer in the preparation of
the annual budget, which shall be submitted by the Treasurer to the Board of
Directors at the Annual Meeting of the Board of Directors. The Committee on
Finance shall have at least three (3) members, one of whom shall be the
Treasurer of the Society who shall serve as chair. The other members of the
Committee need not be Directors.
Section 5.17 Other Committees. The Board of Directors may by
resolution from time to time establish such other committees as it may deem
appropriate, define their powers, and appoint committee members. Each such
committee shall have at least three (3) members, none of whom shall be
required to be a Director.
Section 5.18 Membership and Chair. Except as otherwise provided in
these Bylaws, Active members, Affiliate members, Educational members, and
Retired members shall qualify for membership on committees and the
President-Elect shall appoint one member of each committee to serve as chair.
Section 5.19 Vacancies. The Board of Directors shall fill vacancies in the
membership of any committee.
Section 5.20 Quorum and Manner of Acting. Unless otherwise provided
in the resolution of the Board of Directors designating a committee or in these
Bylaws, a majority of the whole committee shall constitute a quorum and the
act of a majority of the members present at a meeting at which a quorum is
present shall be the act of the committee.
ARTICLE VI - CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 6.1 Execution of Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, in addition to the officers so
authorized by these Bylaws, to enter into any contract in the name of and on
behalf of the Corporation and any such authority may be general or confined
to specific instances. Whenever the Board of Directors in authorizing or
directing the execution of any contract, shall fail to specify the officer or
officers or their agents who are to execute the same, such contract shall be
executed on behalf of the Corporation by the President, President-Elect or
Immediate Past-President.
Section 6.2 Checks, Drafts and Evidence of Indebtedness. All checks,
drafts or orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by such
officer or officers, agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors.
In the absence of such determination by the Board of Directors, such
instruments shall be signed by the Treasurer and countersigned by the
President of the Corporation.
Section 6.3 Deposits. All funds of the Corporation shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may select, and shall be invested
and reinvested upon the direction of the Board of Directors.
Section 6.4 Gifts. Any gift, donation, bequest or devise to the Corporation
shall be deemed to have been accepted only when acted upon affirmatively by
the Board of Directors.
Section 6.5 Budget. The Corporation shall maintain a balanced budget of
revenue and expense each year. Any expenditure beyond expected revenue
must be approved by a two-thirds (2/3) vote of the Board of Directors.
Section 6.6 Executive Director. The Corporation may employ an
executive director to manage the business on a daily basis. Such an executive
director may be paid a competitive wage.
Section 6.7 Grants. The Corporation may distribute financial grants to
foster advances in the care of the critically ill. Such grants may include
financial support of education or research, provided that all such grants shall
be made in accordance with the Articles of Incorporation and these Bylaws.
ARTICLE VII - MISCELLANEOUS
Section 7.1 Fiscal Year. The fiscal year of the Corporation shall begin on
the first day of January and end on the last day of December in each year.
Section 7.2 Seal. The seal of the Corporation shall be circular in form and
shall bear the name of the Corporation, the words "Corporate Seal-Illinois," and
the date of its incorporation. The seal shall be in the custody of the Secretary
of the Corporation.
Section 7.3 Indemnification. The Corporation shall indemnify its officers,
directors, employees and agents to the extent permitted by Illinois law.
Section 7.4 Representatives to Other Organizations. The Board of
Directors may appoint representatives to other organizations, bodies or groups
that may invite the Corporation to be represented or to such organizations,
bodies or groups as in its discretion it deems appropriate.
Section 7.5 Books and Records. The Corporation shall keep correct and
complete books and records of account and shall also keep minutes of the
proceedings of its members, Board of Directors, and committees, and shall
keep at its registered or principal office a record giving the names and
addresses of all members. All books and records of this Corporation may be
inspected by any Active member, or his/her agent or attorney, for any proper
purpose at any reasonable time.
Section 7.6 Certificate of Membership. The Board of Directors may
provide certificates of membership to members in good standing.
ARTICLE VIII - AMENDMENTS TO BYLAWS
The Board of Directors may amend these Bylaws at any annual or special
meeting of the Board of Directors by resolution passed by two-thirds (2/3) of
the votes cast, provided thirty (30) dayÕs notice of the substance of the
amendment shall have been sent to all Directors by registered or certified mail,
unless such timely notice is waived by every Director in writing. Active
members may at any time submit a written recommendation for a Bylaws
amendment to the Board of Directors for its consideration.
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