ARTICLE 1 â€“ Purpose and Objective
The Association objectives include, but are not limited to:
- Assembling, evaluating and spreading existing knowledge from medical chronobiology and its application to patient care to health professionals and the public.
- Supporting and catalyzing research and development in the medical application of chronobiology.
- Defining and furthering the training desirable for different levels of healthcare workers to practice medical chronobiology.
- Developing training programs and providing continuing education in medical chronobiology and chronotherapeutics.
- Cooperating closely with existing international and national societies and other organizations dedicated to similar endeavors and/or common goals.
- Providing professional representation for individuals incorporating chronobiology and chronotherapeutics in medical practice with respect to:
- Interaction with international and national health care organizations.
- Defining and establishing the role of chronobiology in health care systems.
- Establishing and maintaining relationships with regulatory agencies.
- Establishing and maintaining relationships with governmental and other agencies for research support in clinical chronobiology.
- The teaching of medical chronobiology to health professionals and the public.
ARTICLE 2 â€“ Affiliations
SECTION 2.1 Affiliations. The Association may affiliate with other organizations which are dedicated to related purposes including regional and national associations for medical chronobiology and chronotherapeutics. The terms of the affiliation will be outlined in an agreement which shall become an appendix to these bylaws after having been duly approved and ratified by the affirmative vote of a majority of the Directors at a meeting at which there is a quorum and has been duly ratified by the governing body of the affiliated organization.
If the affiliation agreement requires a change in bylaws (e.g. voting or ex-officio representation on the Board of Directors, such change will be presented to the membership for approval in accordance with Section 9.8 of these bylaws.
ARTICLE 3 â€“ Members
SECTION 3.1 The Membership of the Association shall consist of five classes of members:
1. Members of the Association are health professionals, scientists, and other individuals with interests consistent with the goals of the Association.
2. Student members: student members are individuals in training in health professions or related fields.
3. Emeritus members who have been active and dues paying for 10 years or longer and are in retirement may qualify and be granted emeritus status. In special circumstances deemed appropriate by the Membership Committee emeritus status might be granted irrespective of age and duration of membership. Emeritus members are exempted from paying dues to the Association and can subscribe to the journal of the Association at a reduced rate.
4. Honorary members may be elected from among those who have distinguished themselves in support of medical chronobiology.
5. Supporting sustaining members. The sustaining members are individuals or associations who provide regular substantial support to the Association.
SECTION 3.2 Election of Members. Applications for membership in the Association are received by the Membership Committee which reviews the qualifications of the candidates. The Membership Committee is responsible for soliciting and sanctioning membership.
The Membership Committee is responsible for the advancement of student members to full member status, and for advancement of full members to emeritus members.
Honorary members are proposed by the Membership Committee to the Board of Directors and may be elected by the majority of the members of the Association present at the annual business meeting. The proposals for honorary membership can be received from the members or nonmembers of the Association and after review by the Membership Committee submitted to the Board of Directors for action and if found appropriate for submission to the full membership for action.
SECTION 3.3 Voting Rights. Members, Student members and Emeritus members are entitled to vote and have equal rights and preferences in matters not otherwise provided for by the Board.
SECTION 3.4 Terms, Dues and Termination of Membership. The terms of Emeritus and Honorary Members are perpetual. The Terms of Members, Student members and Supporting sustaining members shall be annual, subject to payment of dues for Members and Student members and approval of the Board of Directors for Supporting sustaining members.
All Members and Student members shall pay dues, including subscription fees for the journal of the Association, annually in such amount determined by the Board of Directors at the recommendation of the Secretary-Treasurer.
A Member shall not be expelled or suspended, and a Membership may not be terminated or suspended before the end of the stated term, other than for nonpayment of dues or fees, except where the Member is given:
- not less than sixty (60) days' prior written notice of the expulsion, suspension, or termination and the reasons for it; and
- an opportunity for the Member to be heard, orally or in writing not less than thirty (30) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension not take place.
SECTION 3.5 Scientific Meetings. The Association will hold international and national meetings at regular intervals as found to be appropriate by the Education and Conference Committees and ratified by the Board. The Association may hold special meetings concerning topics of interest for the Association. The meetings may be held in conjunction with other interested societies.
SECTION 3.6 Regular Business Meetings. Regular meetings of voting Members shall be held in conjunction with scheduled Scientific meetings.
SECTION 3.7 Notice of Business Meetings. Unless otherwise required by law or the Articles or Bylaws of this Association, notice of all Member meetings shall be given together with notice of Scientific meetings. The notice must contain the date, time, and place of the meeting. Notice of meetings may be provided by e-mail.
SECTION 3.8 Special Business Meetings: Waiver of Notice. Special business meetings may be called on request of the President or at least three members of the Board of Directors at the occasion of Scientific meetings of the Association. Notice of the special meeting will be posted at the meeting site at least one (1) day prior to the meeting. Special business meetings at other occasions require six (6) weeks prior notice to the voting members. Notice of special business meetings may be provided by e-mail.
SECTION 3.9 Quorum. Unless otherwise provided by law or by these Bylaws, a quorum for a meeting of Members is twenty-five percent (25%) of the Members entitled to vote at the meeting.
SECTION 3.10 Action of Members. Except where a larger portion or number is required by law or by these Bylaws, the Members may take action by the affirmative vote of a majority of the Members present at a duly held meeting. Upon approval of seventy-five percent (75%) of the Members entitled to vote at business meeting or upon request of the Board of Directors, an action required or permitted to be taken at a meeting of the Members entitled to vote on that action can be brought to a mail-vote by the members. The vote will be anonymous and its outcome binding. Voting may take place by e-mail in accordance with procedures to be approved by the Board of Directors so long as such voting shall remain anonymous.
ARTICLE 4 â€“ Directors
SECTION 4.1 Powers. The business and charitable affairs of the Association shall be managed by or under the direction of a Board of Directors elected by the Members.
SECTION 4.2 Qualifications of Directors. Persons who serve on the Board of Directors shall have experience and interest in basic and medical chronobiology, chronopharmacology and chronotherapeutics and have experience in these fields documented through published works and/or practice experience.
SECTION 4.3 Number and Method of Election. The Board of Directors of this Association shall consist of eleven persons consisting of six elected directors, the President, Vice President and Secretary-Treasurer of the Association and the immediate past President and Vice President. The initial Board of Directors shall consist of the persons designated in the Articles of Incorporation of this Association who shall serve until the first annual business meeting of the Association. Thereafter, directors of this Association shall be elected by the Members with voting rights biannually at the annual business meeting of the Association from the slate of candidates submitted by the Nominating Committee.
SECTION 4.4 Terms. At the first annual business meeting of the Members, three directors will be elected to a term of four years and three directors will be elected to a term of two years. Thereafter, all directors shall be elected to a term of four years. A director shall hold office for the term for which he or she was elected and until the end of the meeting at which his or her successor has been elected and until such successor has qualified, or until the directors prior death, resignation or removal. The President, Vice President and Secretary-Treasurer shall serve as directors during their respective terms as officers of the Association. Directors are eligible for re-election for one additional term.
SECTION 4.5 Resignation. A director rnay resign at any time by giving written notice of his or her resignation to the Association. The resignation is effective when received by the Association, unless a later date has been specified in the notice.
SECTION 4.6 Removal. Elected directors may be removed from office, with or without cause, by the affirmative vote of sixty-seven percent (67%) of the directors present at a duly held meeting; provided that not less than thirty (30) days and not more than sixty (60) days notice of such meeting stating that removal of such director is to be on the agenda for such meeting shall be given to each director.
SECTION 4.7 Vacancies. In the event of the death, removal or resignation of an elected director, a successor to fill the unexpired term shall be elected by the affirmative vote of sixty-seven (67%) of the directors present at a duly held meeting.
SECTION 4.8 Ex Officio and Honorary Directors. The Board of Directors may, from time to time, elect one or more ex officio or honorary directors of the Association who shall be advisory members of the Board of Directors. Any such election shall be for such term and based on such criteria as the Board of Directors from time to time deems appropriate. Except for officers of the Association, all ex-officio and honorary directors shall be non-voting directors of this Association.
ARTICLE 5 â€“ Meetings of the Board of Directors
SECTION 5.1 Annual Meeting. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may properly come before the meeting shall be held each year at the time and place, within or without the State of Minnesota, designated from time to time by the Board of Directors. Alternatively, the meeting can be arranged in accordance with Section 8.3 of these Bylaws.
SECTION 5.2 Other Meetings. Other meetings of the Board of Directors may be held at such time and place as are announced at a previous meeting of the Board of Directors. Meetings of the Board of Directors may also be called at any time (a) by the President, (b) by the Board of Directors, or (c) upon the written request of two or more members of the Board of Directors. Anyone entitled to call a meeting of the Board of Directors may make a written request to the Secretary-Treasurer to call the meeting and the Secretary-Treasurer shall give notice of the meeting, setting forth the time, place and purpose thereof, to be held between five and thirty days after receiving the request. If the Secretary falls to give notice of the meeting within seven days from the day on which the request was made, the person or persons who requested the meeting may fix the time and place of the meeting and give notice in the manner hereinafter provided.
SECTION 5.3 Notice of Meetings. Written or e-mail notice of each meeting of the Board of Directors for which written or e-mail notice is required, and of each annual business meeting stating the time, place and purpose thereof shall be e-mailed or mailed, postage prepaid, not less than ten (10) nor more than thirty (30) days before the meeting, excluding the day of the meeting, to each director at his or her e-mail address or address according to the last available records of this Association. Any director may waive notice of a meeting before, at or after the meeting orally, in writing or by attendance. Attendance at a meeting is deemed a waiver unless the director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the director does not participate in the meeting.
SECTION 5.4 Quorum and Voting. The presence of a majority of the members of the Board of Directors shall constitute a quorum at any meeting thereof, but the directors present at any meeting, although less than a quorum, may adjourn the meeting from time to time. At all meetings of the Board of Directors, each director shall be entitled to cast one vote on any question coming before the meeting. A majority vote of fifty-one (51%) or more of the directors present at any meeting, if there be a quorum, shall be sufficient to transact any business, unless a greater number of votes is required by law or these Bylaws. A director shall not appoint a proxy for himself or herself or vote by proxy at a meeting of the Board of Directors. A director who is present at a meeting of the Board of Directors when an action is taken is presumed to have assented to the action unless the director votes against the action or is prohibited from voting on the action.
SECTION 5.5 Adjourned Meetings. When a meeting of the Board of Directors is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.
SECTION 5.6 Written Action. Any action that could be taken at a meeting of the Board of Directors may be taken by written action signed by all of the directors.
SECTION 5.7 Director Conflicts of Interest. This Association shall not enter into any contract or transaction with (a) one or more of its directors, (b) a director of a related organization (within the meaning of Minnesota Statutes, section 317A.011, subd. 18), or (c) an organization in or of which a director is a director, officer or legal representative or has a material financial interest; unless the material facts as to the contract or transaction and as to the directors interest are fully disclosed or known to the Board of Directors, and the Board of Directors authorizes, approves, or ratifies the contract or transaction in good faith by the affirmative vote of a majority of the directors (without counting the interested director), at a meeting at which there is a quorum without counting the interested director. Failure to comply with the provisions of this Section 3.7 shall not invalidate any contract or transaction to which this Association is a party. This Section does not authorize any act of "self-dealing" as defined in Section 4941(a) of the Internal Revenue Code of 1986
SECTION 5.8 Compensation. Directors shall not be compensated for their duties as directors, except that a director may receive a salary for his or her services as an employee, and directors may be reimbursed for expenses incurred on behalf of the Association.
ARTICLE 6 â€“ Officers
SECTION 6.1 Officers. The officers of this Association shall be a President, a Vice President, Secretary-Treasurer and such other officers as the Board of Directors may from time to time designate. The initial officers will be as listed below who shall serve until their successors have been elected:
- President: Erhard Haus, M.D., Ph.D
- Vice President: Michael H. Smolensky, Ph.D.
- Secretary-Treasurer: Ronald J. Portman, M.D.
SECTION 6.2 Election of Officers. The Nominating Committee shall submit to the voting members the slate of candidates for President and Vice President on a bi-yearly basis. Ballots will be distributed to voting members at least three months prior to the annual business meeting. The deadline for ballots received is two weeks prior to the annual business meeting. The results of the election will be announced at the occasion of the annual business meeting of the Association and in the Association's publication(s).
The Nominating Committee shall submit to the voting members the slate of candidates for Treasurer-Secretary every second election period. Ballots will be distributed to voting members at least three months prior to the annual business meeting. The deadline for ballots received is two weeks prior to the annual business meeting. The results of the election will be announced at the occasion of the annual business meeting of the Association and in the Association's publication(s).
Officers are eligible for re-election for not more than two consecutive terms for the same office.
SECTION 6.3 Duties of President. The President presides at all meetings. The President is a voting member of the Board of Directors and presides at its meetings. He or she may execute on behalf of this Association all contracts, deeds, conveyances and other instruments in writing which may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of this Association. The President in conjunction with the Board of Directors appoints the members of the standing and special committees.
SECTION 6.4 Duties of Vice President. The Vice President serves as assistant to the President and in the absence or incapacity of the President assumes the President's duties and responsibilities. The Vice President serves as a voting member of the Board of Directors.
SECTION 6.5 Duties of Secretary-Treasurer. The Secretary-Treasurer performs all secretarial duties and keeps permanent records of all transactions of the Association. The Secretary-Treasurer is the custodian of the records of the scientific and business meetings and of all standing and special committees. The Secretary-Treasurer is responsible for all management of funds and properties of the Association:
- Any dues, contributions, grants, bequests or gifts made to the Association shall be accepted or collected only as authorized by the Board of Directors.
- All funds of the Association shall be deposited to the credit of the Association under such conditions and in such banks as shall be designated by the Board of Directors.
- All contracts, checks and orders for the payment, receipt or deposit of money, and access to securities of the Association shall be as provided by the Board of Directors.
- The annual budget of estimated income, income expense and capital expense shall be approved by the Board of Directors.
- Title to all property shall be held in the name of the Association.
At the annual business meeting the Secretary-Treasurer presents annual financial reports audited by a certified public accountant.
The Secretary-Treasurer serves as a voting member of the Board of Directors and acts as secretary to the Board.
SECTION 6.6 Additional Powers. Any officer of this Association, in addition to the powers conferred upon him or her by these Bylaws, shall have such powers and perform such additional duties as may be prescribed from time to time by the board of Directors.
ARTICLE 7 â€“ Committees
SECTION 7.1 Authority. The Board of Directors may act by and through such committees as may be specified in resolutions adopted by a majority of the members of the Board of Directors. Each such committee shall have such duties and responsibilities as are granted to it from time to time by the Board of Directors. Each such committee shall at all times be subject to the control and direction of the Board of Directors. Committee members, other than members of the Board of Directors, need not be directors. Members of the Board of Directors shall serve as chairs of standing committees.
SECTION 7.2 Executive Committee. The Board of Directors may designate an Executive Committee composed of at least three directors designated by the Board of Directors, the President and Vice President. The Executive Committee shall have the authority of the Board of Directors in the management of the business of this Association in the interval between meetings of the Board of Directors, and the Executive Committee shall at all times be subject to the control and direction of the Board of Directors.
SECTION 7.3 Membership Committee. The Membership Committee investigates all proposals for membership and is authorized to accept new regular and student members. The Membership Committee accepts and acts upon requests for emeritus status. The Membership Committee makes or accepts proposals or applications for honorary and/or supporting sustaining membership and forwards its recommendations to the Board of Directors for action. The Membership Committee reports its actions to the Board of Directors. The Membership Committee also considers complaints regarding members and prepares a report with recommendations thereupon for the Board of Directors.
SECTION 7.4 Nominating Committee. The Nominating Committee appointed by the Board of Directors on a biannual basis presents to the membership a slate of nominees for all elected offices. The number of candidates proposed will be at least two, but not more than three for each elected office. The Nominating Committee organizes and supervises the election, counts the ballots and reports the results of the election.
SECTION 7.5 Education Committee. The Education Committee is responsible for organizing continuing education in clinical chronobiology and will arrange for continuing education credit for the courses and meetings of the Association.
SECTION 7.6 Conference Committee. The Conference Committee will be responsible for the site selection and the scientific, administrative and operational aspects of the regular conferences of the Association. The conduct of special meetings can be delegated to ad hoc committees.
SECTION 7.7 Communications Committee. The Communications Committee is responsible for overseeing the publications of the Association including its relations with the journal(s). The Communications Committee is responsible for matters relating to the editorial policy of the publications of the Association, and serves as its Editorial Board. The committee relates to the publishers of the journal and of other publications of the Association and, where appropriate, negotiates contracts which are to be ratified by the Board of Directors. The Communication Committee reviews and/or solicits and reviews material for special publications on Clinical Chronobiology and Chronotherapeutics and decides on their sponsorship by the Association.
SECTION 7.8 Meetings and Voting. Meetings of each committee may be held at such time and place as are announced at a previous meeting of the committee. Meetings of any committee may also be called at any time by the chairperson of the committee or by the President, on at least thirty (30) days notice by e-mail or mail, or seven (7) days oral notice by telephone or in person. Appearance at a meeting is deemed to be a waiver of notice unless the committee member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and the committee member does not participate in the meeting. At all meetings of a committee of this Association each member thereof shall be entitled to cast one vote on any question coming before such meeting. The presence of a majority of the membership of any committee of this Association shall constitute a quorum at any meeting thereof, but the members of a committee present at any such meeting although less than a quorum, may adjourn the meeting from time to time. A majority vote of the members of a committee of this Association present at any meeting thereof, if there be a quorum, shall be sufficient for the transaction of the business of such committee. Any action that could be taken at a committee meeting may be taken by written action signed by all members of the committee.
SECTION 7.9 Sealed Ballots. Elections and mail votes by the members shall be done by sealed ballots or by such electronic means as shall be approved by the Board of Directors to assure that such votes are anonymous.
ARTICLE 8 â€“ Indemnification
To the full extent permitted by the Minnesota nonprofit corporation act, as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding wherever and by whomsoever brought (including any such proceeding by or in the right of the corporation), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member, director or officer of the corporation or he or she is or was serving at the specific request of the Board of Directors of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation by the affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the Bylaws. This Association may, to the full extent permitted by applicable law from time to time in effect, purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or a member of a committee of this Association against any liability asserted against such person and incurred by such person in any such capacity.
ARTICLE 9 â€“ Miscellaneous
SECTION 9.1 Fiscal year. Unless otherwise fixed by the Board of Directors, the fiscal year of this Association shall begin on January 1 and end on the succeeding December 31.
SECTION 9.2 Corporate Seal. This Association shall have no seal.
SECTION 9.3 Electronic Communications. A director or committee member may participate in a meeting by any means of communication including Internet relay chat or other electronic means through which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear or read the comments of each other during the meeting. Participation in a meeting by that means constitutes presence in person at the meeting. A conference among directors or committee members by any means of communication through which such persons may simultaneously hear or read the comments of each other during the conference is a meeting of the Board of Directors or committee, as the case may be, if the same notice is given of the conference as would be required for a meeting, and if the number of persons participating in the conference would be sufficient to constitute a quorum at a meeting. Participation in a meeting by that means constitutes presence in person at the meeting.
SECTION 9.4 Rules of Order. The rules provided in the current revision of Robert's Rules of Order shall govern the conduct of all business meetings of the Association and of the Board of Directors except when Robert's Rules are inconsistent with the bylaws or special rules of the Association. Rules may be suspended at any meeting by unanimous consent of the members present and voting.
SECTION 9.5 Authority to Borrow Encumber Assets. No director, officer, agent or employee of this Association shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances.
SECTION 9.6 Dissolution. In the event the of the lawful dissolution of the Association, following the payment of all just debts and obligations, the net assets of the Association shall be conveyed pursuant to a designation by the Board of Directors to one or more organizations devoted to purposes and activities similar to those of the Association provided that such organization or organizations so designated shall be exempted from federal income tax under section 501 (c)(3) of the U.S. Internal Revenue Code of 1954 as amended.
SECTION 9.7 Nondiscrimination. The Association admits members without regard to age, race, sex, religion, disability or national origin. In all matters relating to employment there shall be no discrimination against any employee or applicant because of age, race, sex, religion, disability or national origin . The Association shall not discriminate on the basis of age, race, sex, religion or national origin in the administration of its admission policies, educational policies and other programs.
SECTION 9.8 Amendments. These bylaws may be amended by a two-thirds majority vote of the members with voting rights present and voting at the annual business meeting of the Association provided that the proposed amendment(s) along with the recommendation of the Board of Directors has been submitted to the members by publication or other notice at least thirty (30) days prior to the meeting. Alternatively, amendments to the bylaws can be elicited and voted upon by mail by upon approval of a two-thirds majority of the membership with voting rights.
ARTICLE 10 â€“ Registered Office
The registered office of this Association, at which the general business of this Association shall be transacted and where the records of this Association shall be kept, shall be at such place in the State of Minnesota as shall be fixed from time to time by duly adopted resolutions of the Board of Directors. Directors. Until otherwise fixed by the Board of Directors, the registered office shall be at: 787 Osceola Avenue, Suite 400, St. Paul, Minnesota 55105.