Louisiana Academy of Sleep Medicine

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 polysomnograpy and the clinical diagnosis and
 treatment of sleep disorders, for the people of Louisiana
The proposed LASM bylaws updates have been approved by a membership vote.
You can download a copy of the bylaws on the right.
Or you can read them below.

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.