Nevada Educational Associates for Diabetes

CHAPTER BYLAWS 2008

ARTICLE I - NAME

The name of this organization shall be Nevada Educational Associates for Diabetes, referred to herein as NEAD, a chapter of the American Association of Diabetes Educators, Inc., referred to as AADE.

ARTICLE II - PURPOSE

NEAD 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

Section 1. Categories: Membership categories shall be Active or Student.

Section 2. Qualifications and Privileges: The qualifications and
privileges for the various categories of membership include:

Active Members, which are defined as healthcare professionals with an interest in the development, delivery or administration of diabetes patients or professional education or in diabetes research, will now have the right to vote, to make nominations, to chair, serve, and vote on committees, with no exclusion based on work setting.

A Student Member is now defined as any full time student or trainee in any health professional program. This will provide more students and trainees the opportunity to join AADE while they are still enrolled in health professional programs.

Section 3. Application for Membership. All applicants for membership may pay state dues through AADE membership/renewal or shall complete and return to NEAD the forms and payments required by NEAD for membership applicants. The applicant, by such application and as a condition for membership, shall subscribe to the principles and Code of Ethics of the Association.

Section 4. Good Standing. A member who continues to meet eligibility requirements and whose dues or other charges accrued are paid for the current NEAD fiscal year shall be considered a member in good standing.

Section 5. Suspension and Termination. Membership shall be terminated and all membership privileges shall cease under any of the following conditions:
a. The member ceases to be eligible of at least one of the membership classifications specified in these Bylaws.
b. The member’s dues or other charges accrued are not paid.
c. Membership may be suspended or terminated for cause in accordance with procedures approved by the Board of Directors.

ARTICLE IV - FINANCES

Section 1. FISCAL AND MEMBERSHIP YEAR. The fiscal year and the membership year of NEAD shall coincide with AADE.

Section 2. DUES.
a. All categories of membership shall pay such annual dues as determined by the Board of Directors.

b. The annual dues for all categories of membership shall include such membership benefits, beyond the membership privileges set forth elsewhere in these bylaws as determined by the Board of Directors.

Section 3. MAINTENANCE OF FUNDS. The Board of Directors is empowered to make agreements for the investment of the funds of NEAD and the employment investment advisors, banks and auditors.

Section 4. REFUNDS. No dues, or fees or other charges shall be refunded to any person who terminates membership after the first 30 days of the membership year.

ARTICLE V – MEETINGS OF MEMBERS AND VOTING

Section 1. General meetings shall be held at a minimum of four times in the fiscal year. Special meetings shall be called by the President as necessary, provided a written notice of such action is sent to every member at least 10 days prior to the scheduled meeting date, or is voted upon at the general meeting.

Section 2. AUTHORITY OF VOTING MEMBERSHIP.
The voting membership shall:

a. Amend the bylaws on recommendation of the Board of Directors.
b. Elect officers, directors and members of Nominating Committee.
c. Review and comment to the Board of Directors regarding the annual report to be adopted by the Board of Directors.
d. Conduct other business which may properly come before it.

Section 3. MAIL VOTE. A vote by mail or electronic transmission may be authorized by the Board of Directors or as specified in these
Bylaws.

Section 4. Quorum. Thirty percent of voting members shall constitute a
a quorum for the transaction of business.

ARTICLE VI - OFFICERS

Section 1. Name. The elected officers of NEAD shall be President,
President elect, Vice President, Secretary and Treasurer.

Section 2. Eligibility. Only an active member of AADE
shall serve as an elected officer. Positions of President,
President elect and Vice President shall be held by an individual who is a certified diabetes educator (CDE.)

Section 3. Term. All officers shall hold office on January 1st for a term of one
year. Any one office should not be held any longer than two (2) consecutive terms by any one person.

Section 4. REMOVAL OF ELECTED OFFICERS. If the Board determines that it is in the best interest of the Association, it may recommend to the voting members of the Association the removal of an elected officer. An elected officer may be removed by the affirmative vote of two-thirds of the members present and voting, either in person or by proxy, when such vote is taken.

Section 5. Vacancy. In the event the office of President becomes vacant,
the President-Elect shall serve as President for the unexpired
term. In the event the office of President-Elect becomes
vacant, the Vice President shall serve as President-Elect for the
unexpired term. In the event the office of Vice President,
Secretary or Treasurer becomes vacant, the President shall
appoint a member as interim officer for the unexpired term
with approval of the Board.

Section 6. Duties.

a. President. The President shall serve as presiding officer of
all regular and special meetings of the general membership
and Board of Directors shall cast the deciding vote in case
of a tie; shall be an ex-office member of every committee
except nominating committee, shall make all required
appointments of standing and special committee chairs;
shall perform such other duties as are assigned by these
Bylaws or the Board of Directors.

b. President-Elect. The President-Elect shall assume the
duties of the President in absence of the President and shall
succeed to the office of the President in the event of a
vacancy, shall automatically succeed to office of President
for the next term; shall perform the role of Parliamentarian
at all meetings; shall perform such other duties as assigned
by these Bylaws or the Board of Directors.

c. Vice President. The Vice President shall assume the duties of the President in absence of both the President and the
President-Elect, or in the vacancy of the positions; shall
perform such other duties as assigned by the Bylaws or the
Board of Directors.

d. Secretary. The Secretary shall oversee the proper recording of the proceedings of all meetings, distribute membership applications, maintain a membership list and shall perform such other duties as assigned by these Bylaws or the Board of Directors.

e. Treasurer. The Treasurer shall supervise the financial affairs of the association and take appropriate action regarding the finances of NEAD at the direction of the Board of Directors; shall perform such other duties as assigned by these Bylaws or the Board of Directors.

ARTICLE VII – BOARD OF DIRECTORS

Section 1. Composition. The Board shall be composed of the elected Officers and past President. The President shall serve as presiding officer.

Section 2. Term. Shall be as specified in Article VI, Section 3.

Section 3. Nomination and Election. Shall be as specified in Article VIII.

Section 4. Duties. The Board of Directors shall serve as the governing body of NEAD 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 next general meeting. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable.

Section 5. Meetings.
a. The Board shall meet a minimum of four times per fiscal year;
b. Special meetings may be called upon notification by the President.
c. A vote by electronic mail or fax is authorized when necessary.

Section 6. Quorum. A majority of the members of the Board shall constitute a quorum.

ARTICLE VIII – NOMINATIONS AND ELECTIONS

Section 1. Elections.
Every year there shall be the election of President Elect, Vice-President, Secretary, and Treasurer.

Section 2. Nominations.
a. The Nominating Committee shall present a slate of at least 2 one candidates for each office.

b. Nominating Committee verbally, in writing or by electronic mail. The applications must be received by the Nominating Committee no later than the deadline established according to the approved policies and procedures of the Nominating Committee

c. Active members of NEAD and current members of the Board of Directors are eligible for write-in candidacy for elective directors positions in accordance with approved policies and procedures.

Section 3. Election Procedure.

a. The slate of nominees presented by the Nominating Committee to the voting membership of NEAD shall be placed on ballots, which shall be distributed by mail or electronic means to all eligible voting members of NEAD. Votes are to be cast by the date established by the Nominating Committee and shall be cast in the manner provided by the Nominating Committee, which may include submission by mail or electronic means. Votes received after the deadline established by the Nominating Committee will not be accepted for tally.
b. Election shall be by a simple majority of votes cast.
c. Results of the election shall be announced at the general meeting following the election. The new officers and Board of Directors shall assume their responsibilities on January 1.

ARTICLE IX – COMMITTEES

Section 1. Committees.
Governance Committees shall be Nominating and Bylaws.
Strategic Committees shall be Membership, Professional Education, and Public Relations.

Section 2. General Procedures.
a. The chairs of all committees except the Nominating Committee shall be designated by the Board of Directors. All chairs must be active members.
b. The immediate past-president shall chair the Nominating Committee.
c. The President shall be an ex-officio member of all committees except the Nominating Committee.
d. Committees report to the Board of Directors and the committee chairperson will present summary of activities upon request and an annual report at the end of the fiscal year.

Section 3. Duties.
a. Membership Committee. Shall periodically review membership requirements; shall assist with membership recruitment; shall review and approve applicants for membership; shall be responsible for completion of the membership roster for general distribution by the Secretary; and shall issue cancellation of membership for non-payment of dues or voluntary cancellation.
b. Professional Education Committee. Shall coordinate education programs for NEAD members and area health professionals.
c. Nominating Committee. Shall be composed of the immediate Past-President as chair and two active members appointed by the Past-President. The committee shall function as specified in Article VIII.
d. Bylaws Committee. Shall review the NEAD bylaws and recommend amendments as necessary.

Section 4. Special Committees. (Ad hoc) may be appointed by the President.

ARTICLE X – DISOLUTION

If this association is dissolved at any time, its assets shall be distributed to similar non-profit organizations to be selected by the Board of Directors.

ARTICLE XI – PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order Newly Revised (current edition) shall govern the decisions of NEAD at all levels of the organization in all cases where they do not conflict with the Bylaws of NEAD or the adopted policies and procedures.

ARTICLE XII – AMENDMENTS

Section 1. The Bylaws may be amended at any Regular meeting by a majority vote of the general membership.

Section 2. These Bylaws also may be amended at any business meeting of NEAD on recommendation of the Board of Directors and on unanimous vote of the general membership present and voting.

Amended: 1/31/2000 Approved: 4/27/2000

Amended 3/2/2006 Approved: 7/15/06