BYLAWS OF
LOUISIANA ACADEMY OF SLEEP MEDICINE,
A NONPROFIT CORPORATION
MISSION STATEMENT
To further the understanding of sleep and sleep
disorders, to provide a forum for communication and education of sleep
professionals, and to promulgate the highest standards for polysomnography and
the clinical diagnosis and treatment of sleep disorders, for the people of
Louisiana.
ARTICLE I
NAME AND OFFICES
Section 1.1 Name
The name of the Corporation is the Louisiana
Academy of Sleep Medicine, a Nonprofit Corporation (hereinafter called the
“Corporation” or the “Academy”).
Section 1.2 Offices
The registered office of the Corporation in the State of Louisiana shall be as
provided and designated in the Articles of Incorporation. The Board of
Directors of the Corporation may, from time to time, change the location of the
registered office pursuant to applicable law.
ARTICLE II
PURPOSES AND GOALS
The Academy has been organized to promote and advance the mutual
interests of its Members engaged in sleep disorders medicine, and more
specifically:
(a) To establish, update, and maintain
standards for the evaluation and treatment of human sleep disorders and
sleep-related disorders.
(b) To establish and continue to review a
standard diagnostic classification of such disorders.
(c)
To provide a forum for the
exchange of information pertaining to human sleep disorders and sleep related
disorders.
(d)
To promote education and
training in sleep disorders medicine and to foster related research through regional institutes, meetings, lectures, and
the preparation and distribution of newsletters and other materials.
(e) To represent the sleep disorders
discipline in relation to health professional organizations, federal and local
regulatory bodies, and federal and private health insurers.
(f) To exercise all the powers conferred upon
Corporations formed under the law in order to accomplish the Corporation’s
purposes.
ARTICLE Ill
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 calendar year.
ARTICLE IV
MEMBERS
Section
4.1 Regular Members (Voting). There are four categories of Regular Members. The categories are
as follows:
A.
Advanced
Practitioners (persons with an M.D., D. O., Ph.D. N.P., P.A. or D.D.S.) who have
received Board certification by the American Board of Sleep Medicine.
B.
Registered Polysomnographic
Technologists (RPSGT, RRT-SDS, or CPSGT).
C.
Advanced Practitioners
(persons with an M.D., D. O., Ph.D. N.P., P.A. or D.D.S.) who are not Board
certified, but have demonstrated interest and involvement in sleep medicine and
whom the Membership Committee approves for membership.
D. Polysomnography technicians (not
registered), Clinical Sleep Health personnel (CCSH), respiratory therapists,
EEG technicians, nurses, students and others who have demonstrated interest and
involvement in sleep medicine and who are approved for membership by the
Membership Committee.
Section 4.2 Affiliate Members (Non
Voting). Affiliate Members shall include individuals representing businesses,
hospitals, industries, and other organizations that wish to further the
objectives of the LASM that are
approved for membership by the membership committee. Affiliate Members shall have no voting
rights.
Section 4.3 Resignations of Members.
Any Member may withdraw from the Academy, after fulfilling all obligations to
it, by giving written notice of such intention to the Secretary. Notice shall be presented to the Board of
Directors by the Secretary at the first meeting after its receipt.
Section 4.4 Suspensions and Expulsion
of Members. A Member may be suspended or expelled for cause. Suspension or
expulsion shall be by a two-thirds vote of the membership of the Board of
Directors, provided that a statement of the charges shall have been mailed by
registered mail to the Member at his last recorded address at least fifteen
(15) days before final action is taken thereon.
Section 4.5 Annual Dues. Dues
shall be established from time to time by the Board of Directors. Regular
Member dues shall be payable in advance on the first day of October in each
fiscal year. Affiliate Member dues shall be payable in advance on the first day
of October in each fiscal year. When any Member is in default in the payment of
dues for a period of three months from the beginning of the period for which
such dues became payable, such Member’s membership may thereupon be terminated
by the Board of Directors. All officers
must pay dues and keep current during his/her term in office.
Section 4.6 Annual Meeting of Members.
There shall be an Annual Meeting of the Members. The Annual Meeting of the Members will be
held within the State of Louisiana. The Board of Directors shall determine the
time and place of the Annual Meeting. Written notice of the Annual Meeting
shall be given and signed by the Secretary. Proper notice is given out 90 days in
advance to notify members of the annual meeting. A second and third notice is sent out to give
preliminary agenda/meeting schedules.
Section 4.7 Special
Meeting of Members. Upon the written request of twenty percent (20
%) of the voting Members, the Board of Directors shall call a special meeting
of the Members to consider such business as specified in the notice of Special
Meeting. Notice of any Special Meeting shall be given in the same manner as for
the Annual Meeting. No business other than that specified in the notice of
meeting shall be transacted at any Special Meeting of the Members of the
Corporation.
Section
4.8 Waivers. Notwithstanding
the provisions of any of the foregoing
sections, a Meeting of
the Members of this Academy may be held at any time
and at any place within
or without the State of Louisiana,
and any action
permitted to be taken
at an Annual or Special Meeting may be taken at the
meeting, if notice is
waived in writing by every Member having the right to vote at
the meeting.
Section 4.9 Quorum.
The presence in person of twenty five percent (25 %) of the Members of the
Academy shall be necessary to constitute a quorum for the transaction of
business.
Section 4.10 Voting
by Members. Except as otherwise provided, Members may
vote by online survey,
or by open or closed written ballot at the Annual or
Special Meetings of the
Academy.
Section 4.11 Decisions
by Members. A decision by the Board of Directors may be reversed or changed
by the Members only if each category of Members votes in favor of such reversal
or change.
ARTICLE V
BOARD OF DIRECTORS
Section
5.1 General Powers. The affairs of the Corporation will be managed
by its Board of Directors (which may be also referred to as the Board of
Trustees), and all corporate powers shall be exercised by the Board of
Directors, except as otherwise expressly required by the Articles of
Incorporation, these Bylaws, or by law.
Section 5.2 Number. Tenure. and Qualifications. The number of Directors
shall be ten (10). Each Director shall hold
office until his or her successor has been elected and qualified. Four Directors shall be elected Officers and
5 shall be elected Directors at Large.
For the President-Elect position there shall be one from Category A and
one from Category B in alternating fashion. Three (3) of the five elected
Directors-at-Large shall be from Category A or B,
one (1) from Category C and one (1) from
Category D. If there are no qualified candidates from
Category C or D, candidates may be selected from Category A or B. All Directors will be elected for
3-year terms.
Section 5.3 Annual Meetings.
There shall be four (4) quarterly
meetings of the Board of Directors. Notice of the meeting,
signed by the Secretary, shall be mailed/emailed to the last recorded address
of each Director at least ten (10) days before the time appointed for the
meeting. All notices of meetings shall set forth the place, date, time, and
purpose of the meeting. Attendance at the
Annual Meeting must be in person;
the Annual Meeting of the Board of Directors shall be held prior to the Annual
Meeting of the Members.
Section 5.4 Special Meetings.
Special Meetings of the Board of Directors may be called by, or at the request
of, the President or any four (4) Directors. The person or persons authorized
to call Special Meetings of the Board may fix any place, either within or
without the State of Louisiana,
as the place for holding any Special Meeting of the Board called by them. Attendance
at Special Meetings may be held by speakerphone or conference call.
Section 5.5 Notice. Notice of
any Special Meeting of the Board of Directors shall be given at least ten (10)
days prior thereto by written notice delivered personally or sent by mail or email
to each Director at his or her address as shown by the records of the
Corporation. If mailed, such notice shall be deemed to be delivered when
deposited in the United
States mail in a sealed envelope so
addressed, with postage prepaid thereon. Any Director may waive notice of such
meeting, except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened. The business to be transacted at any Annual or
Special Meeting of the Board shall be specified in the notice or waiver of
notice of such meeting. Additional agenda items may be proposed and considered
by the motion of any Director at a meeting.
Section 5.6 Quorum. A majority
of the Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board, provided, that if less than a fifty-one
(51 %) percent majority of the Directors are present at said meeting, a
majority of the Directors present may adjourn the meeting from time to time
without further notice.
Section 5.7 Manner of Acting.
The act of the majority of the Directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors, except where otherwise
provided by law or by these Bylaws. Unless the Board provides otherwise,
attendance at Board Meetings will be limited to the Board. Individuals whose
presence is necessary for discussion of a specific agenda item may be invited
to attend that part of the meeting.
Section 5.8 Vacancy in Elected
Directors. Any vacancy in the position of an elected Director, because of
death, resignation, removal, disqualification, or otherwise, shall be filled by
the affirmative vote of a majority of the other Directors for the unexpired portion
of the term.
Section 5.8a Director Emeritus
Any member of the Board of Directors who has not been at any time
removed from office shall be considered Director Emeritus for a period of ten
(10) years after the expiration of his or her term. The Board may elect, by majority vote, a
Director Emeritus to fill any Board position for which there is no qualified
person available.
Section 5.9 Compensation.
Directors as such shall not receive any salaries for their services, provided
that nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
Section 5.10 Voluntary Resignation
and Retirement. Any Director may resign or retire at any time by notifying
the President or the Secretary/Treasurer in writing. Such resignations or
retirements shall take effect at the time herein specified.
Section 5.11 Action without a
Meeting. Any action which is required to be taken, or which may be taken,
at a meeting of the Directors, may be taken without a meeting if there is a
consent in writing or email, setting forth the action so taken, which shall be
signed by all of the Directors. Such consent shall have the same force and
effect as a unanimous vote.
Section 5.12 Board Meeting
Attendance. Directors shall attend
all Board meetings unless the President is notified two weeks prior to the
meeting. Absence from more than
twenty-five percent (25%) of the Board meetings during a Director's tenure
shall result in the appointment of a replacement by the Board.
ARTICLE VI
OFFICERS
Section 6.1 General. The Officers of the
Academy shall be elected from the Board of Directors and shall include a
President, a President-Elect, a Past-President, a Secretary and a Treasurer, and
such other Officers as may be elected in accordance with the provisions of this
Article. The
President, President-Elect, and Past-President must be Boarded/Registered in
the field of sleep medicine. All other
officers must be formally declared Board Eligible/Registry Eligible and/or
active in the field of sleep medicine to hold office. The Board of Directors may elect or appoint
such other Officers, including Assistant Secretaries or Treasurers, as it shall
deem desirable, such Officers to have the authority and perform the duties
prescribed, from time to time, by the Board of Directors. No two or more
offices may be held by the same person. All Officers shall take office
immediately following the Annual Meeting, or in the event of a vacancy, at such
earlier time as the Board may determine.
Section 6.2 Elections and Term of Office. The Secretary, Treasurer and the
five Directors-at-Large of the
Academy shall be elected tri-annually by the Membership at the regular Annual
Meeting of the Membership for three-year term.
The President-Elect herein serves one year as President-Elect, two years
as President, and one year as Past-President; therefore, there
shall be a bi-annual election for President-Elect. The election of the Officers shall require
the majority approval of those Members casting a ballot. In the event the
Membership is unable to agree on an Officer, the election shall be conducted by
the Board whose determination will be final. If the election of Officers shall
not be held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Vacancies may be filled or new offices created and filled
at any meeting of the Board of Directors. Each Officer shall hold office until
such officer’s successor shall have been duly elected and shall have qualified.
Section 6.2a
Nominations for Board of Directors Offices. Nominations for Board
of Directors Offices shall be obtained by the Chairman of the Election and
Nominations Committee. Solicitation of nominees shall begin three months prior
to the Annual Meeting of the Members, and nominations shall be closed two
months prior to the Annual Meeting of the Members. All nominees who receive
five (5) or more nominations shall appear on the ballot, unless no, or only
one, candidate for an office who has met that criterion, in which case all
nominees with two (2) or more nominations shall be included on the ballot.
Section 6.2b
Nomination and Election Procedures. Election ballots shall
be distributed six (6) weeks prior to the Annual Meeting of the Members, and
shall be counted until one week prior to the Annual Meeting of the Members. The
Chairman of the Election and Nominations Committee shall be responsible for the
tabulation of ballots for each election, with the exception of any election in
which he or she is a nominee; under such circumstances, the Committee shall
designate one of its members to tabulate those ballots. The results of the
elections shall be announced by the Chairman of the Election and Nominations
Committee at the Annual Meeting of the Members.
Section 6.3 Removal. Any Board
Member, Officer or Agent elected or appointed by the Board of Directors may be
removed as an Officer or Agent, with or without cause, by a majority of the
Board of Directors whenever in its judgment the best interest of the Academy
would be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
Section 6.4 Resignations. Any
Officer may resign at any time by giving written notice to the Board of
Directors or the President. Any such resignation shall take effect at the date
of receipt of such notice or at any later time therein specified, and, unless
otherwise specified, the acceptance of such resignation shall not be necessary
to make it effective.
Section 6.5 Vacancies. Except
as provided in Section 6.7, a vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.
Section 6.6 President. The
President shall be the principal executive Officer of the Corporation, and
shall in general implement and supervise all of the business and
affairs of the Academy, subject, however, to the control of the Board of
Directors and of any duly authorized committee of Directors. The President
shall, if present, preside at meetings of the Board of Directors. In addition,
the President shall perform such other duties as may be prescribed by the Board
of Directors from time to time.
Section 6.7 President-Elect. If
the President is not present at a meeting of the
Board of Directors,
the President-Elect shall preside. The President-Elect shall
perform such additional duties as
may be assigned by the Board of Directors or
the President from time to time. If at any time the office of President
is vacant, the Board shall designate the President-Elect to serve as President
and a new President-Elect shall be appointed for the remaining term of office.
Section 6.8 Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Board of
Directors and of committees having any of the authority of the Board of Directors,
in digital files or books provided for that purpose; (2) ascertain that all
notices are duly given in accordance with these Bylaws or as required by law;
(3) be custodian of the corporate records and of the seal of the Corporation;
(4) verify that the seal of the Corporation is affixed to all documents, the
execution of which on behalf of the Corporation is duly authorized in accordance
with the provisions of these Bylaws; and (5) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned by the President and/or by the Board of Directors.
Section 6.9 Treasurer. The
Treasurer shall have charge and
custody of, and be responsible for, all funds and securities of the
Corporation, receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit all such monies in the name
of the Corporation in such banks, trust companies, or other depositories as
shall be selected in accordance with Article 9 of these Bylaws.
Section 6.10 Directors-at-Large
shall actively solicit the views and concerns of
Members, present member concerns to the Board,
perform duties as assigned
by the President or Board, and provide reports to the Board of Directors
and/or the membership.
ARTICLE VII
Section 7.1 Committees. The members of the following Committees shall be
appointed by the President, subject to approval of the Board of Directors.
(a) Election and Nominations Committee
(b) Membership Committee
(c) Education/Program Committee
(d) Judicial Committee
(e) Publication Committee
Section 7.2 Advisory Committees. Advisory committees and other appointments
may be appointed by the President.
Section 7.3 Committee Chairperson’s Duties
(a)
The President shall appoint
the Chairperson of each Committee.
(b)
The Chairperson of each
Committee shall confer promptly with the members of the Committee on work
assignments.
(c)
The Chairperson of each
Committee may recommend prospective Committee members to the President. When possible the Chairperson of the previous
year shall serve as a Committee member.
The Chairperson shall submit a written report to the President and
Secretary of the Society at least ten (10) days prior to each Board of
Directors meeting.
(d)
Each Committee Chairperson
requiring operating expenses shall submit a budget for the next fiscal year to
the Board of Directors at least ninety (90) days prior to the annual business
meeting.
Section 7.4 Duties of Committees
Subsection 1. Election and Nominations Committee
a. This Committee shall prepare, receive, verify and tabulate ballots for
all elections held during the calendar year.
b. This Committee shall prepare for approval by the Board of
Directors a slate of officers for the annual election at least 180 days
before the annual meeting.
c. It shall be the duty of this Committee to make the final critical
appraisal of the candidates
to see that the nominations are in
the best interest of the
Academy and are qualified under these
Bylaws.
d. Only Members in good standing shall be eligible for nomination.
e. The vote is to be online survey or conducted by mail at least 30-60 days
prior to the annual meeting.
f. Persons elected will be notified by the Nominations Committee
Chairperson prior to the annual meeting.
Subsection 2.
Membership Committee
a. This Committee shall consist of at least one member of the Board of
Directors and at least two (2)
other Members.
b. This Committee shall recruit members for the Academy and verify and
assign a classification of membership.
Subsection 3.
Education and Program Committee
a. This Committee shall be so constructed as to provide
experienced members for the program (i.e. annual meeting,
CEU/CME courses) and to provide plans for education.
Subsection 4.
Judicial Committee
a. This Committee shall consist of four (4) Members. Appointed to a term of 4 years, and subject
to reappointment)
b. This Committee shall review written complaints against any individual
Academy Member or Affiliate Member charged with any violation of the Academy
Bylaws or otherwise with a conduct deemed detrimental to the Academy.
c. If the Committee determines that the complaint justifies an
investigation, a written copy of the charges shall be prepared for the
President or his/her designated agent with the benefit of legal counsel if
deemed advisable.
d. A statement of charges shall then be served upon the Member or Affiliate
Member who will be given an opportunity given that member to be heard before
the Committee.
e. After careful review of the results of the hearing conducted with the
benefit of legal counsel, when the Chairperson of the Committee deems counsel
necessary or desirable, the Committee shall forward a complete report including
copies of all documents to the Board of Directors and make recommendations for
action.
Subsection 6. Publication and Public Relations Committee
a. This Committee shall consist of a past President and Members appointed
for a two (2) year term, subject to reappointment.
b. This Committee shall concern itself with the publication of an Academy
newsletter and all other publications of the Academy.
c. This Committee shall maintain such liaison as has been established by
the Board of Directors with the public, hospitals, and other organizations
through dissemination of information concerning sleep disorders medicine.
d.
This Committee shall organize and distribute to the
Members an LASM Newsletter, at least once a quarter.
e.
This Committee shall create an LASM website, and
appoint a Member to maintain the website.
Section 7.5 Advisory Committees.
The Board of Directors shall appoint advisors or Advisory Committees to the
Board of Directors who shall not be deemed to be Directors, Officers, or
Employees of the Corporation and whose functions shall not include
participation in the operating management of the Corporation. The Advisory
Committees shall meet at such times, as the Board of Directors shall determine.
The Advisors and Advisory Committees shall consider, advise upon, and make
recommendations to the Board of Directors with respect to such matters of
policy relating to the conduct of the Corporation’s affairs as may be submitted
to it by the Board of Directors.
ARTICLE VIII
CONTRACTS. BANKING AND GIFTS
Section 8.1 Contracts and Other
Documents. The Board of Directors, except as otherwise required by law, the
Articles of Incorporation, or these Bylaws, may authorize any Officer or
Officers, Agent or Agents of the Corporation, in addition to the Officers so
authorized by these Bylaws, to enter into any contract or execute and deliver
any instrument or document in the name of and on behalf of the Corporation and
such authority may be general or confined to specific instances.
Section 8.2 Checks, Drafts. and
Loans. All checks, drafts, loans, or other orders for the payment of money,
notes or other evidence of indebtedness shall be issued in the name of the
Corporation in such manner as shall be from time to time determined by the
Board of Directors. In the absence of such determination, such instruments
shall be signed by the Treasurer.
Section 8.3 Deposits. All funds
of the Corporation shall be deposited to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
from time to time select.
Section 8.4 Gifts. The Board of
Directors may accept on behalf of the Corporation any contribution, gift,
bequest, or devise for the general purpose or for any special purpose of the
Corporation.
ARTICLE IX
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 Board of
Directors and committees having any authority of the Board of Directors, and
shall keep at its
principal office a record giving the names and addresses of the Board of
Directors. All books and records of the Corporation may be inspected by any
Director, or his agent or attorney, for any proper purpose at any reasonable
time.
ARTICLE X
INDEMNIFICATION
The Corporation shall indemnify and hold harmless each of its Members,
Directors, and Officers against any and all expenses actually and necessarily
incurred by said Member, Director or Officer in connection with the defense of
any action, suit or proceeding in which the Member, Director or Officer is a
made a party by reason of said Member, Director or Officer being or having been
a Member, director or Officer of this Corporation, except in relation to
matters as to which the said Member, Director or Officer shall be adjudged in
such action, suit or proceeding to be liable for negligence or misconduct in
the performance of their duties as a Member, Director or Officer. In the event
of settlement of such action, suit or proceeding in the absence of such adjudication,
indemnification shall include reimbursement of amounts paid in settlement and
expenses actually and necessarily incurred by such Member, Director or Officer
in connection therewith but such indemnification shall be provided only if this
Corporation is advised by its counsel that, in the counsel’s opinion, (1) such
settlement is for the best interests of this Corporation and (2) the Member,
Director or Officer to be indemnified has not been guilty of negligence or
misconduct in respect of any matter covered by such settlement. Such right of
indemnification shall not be deemed exclusive of any other right, or rights, to
which said Member, Director or Officer may be entitled under any bylaw,
agreement, vote of the Members or otherwise.
ARTICLE XI
WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the
Bylaws or under the provisions of the Articles of Incorporation or by the
waiver thereof in writing signed by the person or person entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ADOPTED THIS 3rd DAY
OF DECEMBER, 2020.
