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Clinical Ligand Assay Society

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Bylaws

CLINICAL LIGAND ASSAY SOCIETY:


NEW ENGLAND, INC.


BYLAWS (NOV/2009)

ARTICLE I Name and Objectives
Section 1. Name
Section 2 Objectives
ARTICLE II Region and Headquarters
Section 1. Region
Section 2. Headquarters
ARTICLE III Members, Privileges, Responsibilities/Accountabilities and Applications
Section 1. Members
Section 2. Honorary Members
Section 3. Privileges, Responsibilities and Accountabilities
Section 4. Applications
ARTICLE IV. Fiscal Year and Governmental Year
ARTICLE V. Dues
Section 1. Dues
Section 2. Deliquency
ARTICLE VI. Officers, Qualifications, Duties, Terms of Office
Section 1. Qualifications
Section 2. Officers
Section 3. Term of Office
Section 4. Duties and Responsibilities of Officers
ARTICLE VII. Executive Board
Section 1. Members
Section 2. Duties
Section 3. Meetings
ARTICLE VIII Removal from Office
Section 1. Cause
Section 2. Procedure
Section 3. Right of Appeal
ARTICLE IX Meetings
Section 1. Regular Meetings of the Membership
Section 2. Special Meetings of the Membership
Section 3. Voting By Mail
Section 4. Parliamentary Rules
Section 5. Other Activities
ARTICLE X Nominations and Voting
Section 1. Elections and Voting
Section 2. Other Issues
ARTICLE XI Responsibility Matrix
ARTICLE XII Amendments to Bylaws
ARTICLE XIII Affiliations with Other Societies
ARTICLE XIV Termination of Society, Disposition of Records and Monies
ARTICLE XV Local Autonomy
Section 1. Treasury
Section 2. Operations

ARTICLE I Name and Objectives

Section 1. Name: The name of the organization is the Clinical Ligand Assay Society: New England, Inc. as incorporated in the Commonwealth of Massachusetts in 1995.

Section 2 Objectives:
a) To maintain a financially secure and growing ongoing organzation concerned with the diagnostic and investigative use of ligand assays and related methods in science.

b) To improve the standards of ligand assay methods by elevating levels of educational achievement, encouraging research and advancing the highest possible standards of ligand assay practice as applied in science.

c) To improve the teaching of ligand assay methods and applications by sponsoring regular scientific seminars, workshops, and conventions within the chapter's chartered region.

d) To promote cooperation among members working in clinics, diagnostic/biotechnology/research laboratories, hospitals, academic institutions, and pharmaceutical corporations for the welfare of the community.

e) To increase in membership the size of the Chapter and offer a regular program of at least six educational activities and events during the calendar year.

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ARTICLE II Region and Headquarters

Section 1. Region: The region of operation is the six New England States (Maine, New Hampshire, Vermont, Massachusetts, Connecticut, and Rhode Island).

Section 2. Headquarters: The Headquarters is the address to which all financial statements, bills, tax returns, and payments are sent. Specifically, the Treasurer's address will serve as the official headquarters since it remains constant for two or more years. By majority vote of the Board of Directors this address may be changed.

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ARTICLE III Members, Privileges, Responsibilities/Accountabilities, and Applications

Section 1. Members: Members shall be persons who have an interest in the ligand assay field. Members shall pay annual dues if any. Dues can be collected and sent to the Treasurer to expedite membership privileges.

Section 2. Honorary Members: Honorary members shall be individuals determined by the Board of Directors. They shall not pay dues or vote.

Section 3. Privileges, Responsibilities and Accountabilities
Membership is a privilege and is contigent upon continuing compliance with the bylaws and adhering to the high standards of professional ethics and standards of practice. Board members are accountable to the membership by their obligation to fulfill the contract of providing products and services as set forth in the Society's membership application.

Section 4. Applications
Candidates for member status shall submit a completed application with applicable dues or fees submitted to the Treasurer.

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ARTICLE IV. Fiscal Year and Governmental Year

The Fiscal Year is January 1 to December 31. Board members serve from August 1 to July 31 of the next calendar year.

ARTICLE V. Dues

Section 1. Dues: Dues shall be assessed yearly by the National Office. If Chapter dues are applicable, the Chapter's Board of directors shall determine the amount, assessment, and payment dates and location.

Section 2. Deliquency: Failure to pay dues will result in loss of membership and the rights and privileges thereof. In cases of personal hardship due to illness, unemployment, etc. the member may seek relief directly from the Executive Board.

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ARTICLE VI. Officers, Qualifications, Duties, Terms of Office

Section 1. Qualifications: The Society encourages members hold elective office. However, the President must be a member of the Society.

Section 2. Officers. The officers of this Society shall consist of a President, Secretary, Treasurer, and Past President and all other members of the Executive Board as definced in ARTICLE VII, Section 1.

Section 3. Term of Office. The officers of this Chapter, elected by the members, shall be a President, who shall serve for one year, a Secretary, who shall serve for one year, a Treasurer, who shall serve for two years, and the Immediate Past President who shall serve for one year. Any officer can be re-elected to serve successive terms.

Section 4. Duties and Responsibilities of Officers:

A. President: (1) Shall be president of the Chapter and Chair of the Executive Board of Directors. (2) Shall preside over all board meetings. (3) Shall set the educational and financial goals. (4) Shall be responsible for fulfilling the contractual obligations as set forth in the Society's membership application. (5) Shall utilize and make available to all Board Members the CLAS Operations Manual. (6) Shall provide timely and concise Reports to the CLAS Newsletter Editor detailing information of value to the Membership. (7) Shall set the agenda of all board meetings.
(8) Will refer to the Operations Manual for additional information on responsibilities, etc. (9) Shall provide reports to the local membership if required.

B. Secretary: (1) Shall maintain accurate and permanent records of all board meetings. (2) Shall circulate before each board meeting the agenda and minutes of the previous meeting. (3) Shall serve as custodian for all official property. (4) Will refer to the Operations Manual for additional information.

C. Treasurer: (1) Is responsible for maintaining an accurate spreadsheet ledger of all expenses, receipts, accounts receivable, accounts payable, and any loans receivable . (2) Shall collect and deposit all receipts and disburse all payments in a timely fashion. (3) Shall develop a 2 and 5 year fiscal budget and report on variances at each meeting. (4) Shall secure all financial instruments. (5) Will prepare and present a yearly annual report at the end or beginning of each fiscal year. (6) Will prepare all federal and or state tax documents required to maintain exempt status . (7) Will refer to the Operations Manual for additional information.

D. Past President: (1) Shall be responsible for increasing the membership base. (2) Will work in conjunction with the Executive Board in fulfilling objectives . (3) Will refer to the Operations Manual for additional information.

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ARTICLE VII. Executive Board

Section 1. Members. The Executive Board shall consist of a minimum of three individuals (Treasurer, President, Secretary). It is urged that there be at least eight to nine board members. All board members are to serve one year except the Treasurer with a term of two years. The r President may appoint additional or replacement Board members if vacancies or increased staffing is necessary.

Section 2. Duties. The Executive Board shall be the legal governing body and as such shall have full power to conduct, manage and direct the business and affairs except those specifically reserved or granted to the members or officers or other officials of the Society by the legal By Laws of the Organization.

Section 3. Meetings. The Board shall meet on a regular basis with the purpose of fulfilling the contractual obligation of providing regular regional educational events, seminars, or other services as dictated in the membership brochure or application. It shall meet at times, dates, and locations as determined by majority vote of the board. At least three members, President, Secretary, and Treasurer, must be present for a quorum to transact business. In absence of a quorum no official business may be transacted. However, planned educational events can be confirmed.

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ARTICLE VIII Removal from Office

Section 1. Cause. Justification for procedures for removal from office include:
a) Failure to abide by the by-laws .
b) Failure to attend meetings on a regular basis or unexcused absences.
c) Failure to accomplish duties/responsibilities as directed by the Board and/or Operations Manual.
d) Failure abide by the goals, objectives, and mission statement of the orgainization.
e) Falure to follow generally accepted standards of practice (i.e. accounting, operations, marketing, etc.)

Section 2. Procedure. Any officer or board member may be removed from office for cause. A two-thirds vote of the Executive Board with all members present at a regular or special meeting is required. The agenda mailed thirty calendar days prior to such meeting will contain all formal charges. Removal from office will be effective immediately. The presiding officer will appoint a member of the Board to fill the unexpired term if the individual is an officer. A member may be appointed to the board to fill any vacancy so resulting.

Section 3. Right of Appeal
The officer or board member removed may appeal his removal in writing by registered mail postmarked no later than thirty days from the date of removal. Such appeal must be sent to the Headquarters. The appeal will be acted upon at the next scheduled board meeting. The appeal will be read by the Secretary. A secret ballot of the Executive Board with all members present will be held. A two-thirds vote shall be necessary to reinstate.

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ARTICLE IX Meetings

Section 1. Regular Meetings of the Membership
Circumstances permitting, the Executive Board will hold one general membership meeting a year in conjunction with any educational event. A notice of General Membership Meeting will be mailed to the membership. A quorum for these business meetings shall consist of 8 members present to conduct any official transactions. Approval of all motions shall be by a majority of those present and voting.

Section 2. Special Meetings of the Membership
Such meetings may be called by the President or by majority vote of the Board of Directors. Notices will be mailed in conjunction with next scheduled educational event notice no later than 10 days in advance. The meeting will held immediately following the planned educational session. No other official business will be discussed.

Section 3. Voting By Mail
As a cost savings measure as a convenience to the membership, important issues may be submitted to the membership for approval by mailed or hand delivered ballots. Ballots must be returned to the Headquarters by mail. All returned ballots will be tallied four weeks from the date of issue. Only the most recent membership list will be used to mail ballots to the membership.

Section 4. Parliamentary Rules
All meetings will be conducted according to the latest Revised Roberts Rules of Order. Members are encouraged to refer to the Operations Manual to clarify policy and procedural issues.

Section 5. Other Activities
Once a year as a measure of gratitude for the time and efforts of its Board Members, the organization may hold an annual dinner for the Executive Board. The date, time, and location are to be determined by the President. Each board member may invite one corporate supporter while the President may invite two. Cost for the activity may not exceed a portion of the net proceeds of most recent large scale educational events. Guests will not be invited if there has been no growth in the assets after expenses (through sponsorships) and if the minimum level of educational activities have not taken place.

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ARTICLE X Nominations and Voting

Section 1. Elections and Voting
(a) On or before the end of April one official ballot shall be mailed to each member. As a cost savings measure, multiple addressed and sealed ballots may be hand delivered by a board member to other members at his place of employment. No earlier than four weeks from date of mailing the ballots will be tallied at the next Board Meeting by those in attendance. In the event of a tie, the Executive Board will make the decision or call for a run off election.
(b) The officers elected shall automatically take office August 1st. It is urged that those who are elected and those who have served in office work as a team during the transition. If the candidate is unable to serve at any time during their elected year the runner up will serve in that office. If there was no opposition candidate, the Board may appoint someone to fill the vacancy.
(c) The board will seek out enthusiastic individuals to serve. Preferably, CLAS members with the ability to perform the tasks required to fulfill the mission of the organization will receive preferential consideration for nomination. Nomination will be by decision of the board. Refer to the Operations Manual for additional information.

Section 2. Other Issues
Issues pertaining to the organization may be submitted to the membership for their approval. Approval will be by majority vote unless otherwise stated in the bylaws.

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ARTICLE XI Responsibility Matrix (Appointments, Duties, Responsibilities)

The organization will operate according to a responsibility matrix. Duties and responsibilities will be assigned to all board members to accomplish the goals of the organization. The matrix will be sent to all members with the agenda for each board meeting and will be referred to on a regular basis during its proceedings. Tasks may rotate from member to member to provide and encourage the individual development of all members of the board. All members will have a copy of the Operations Manual to assist in completion of assigned tasks.

Such tasks usually fall into the following categories:
(1)Preparation and printing of seminar flyers
(2)Securing postage stamps for mailings
(3)Updating, preparing, and printing mailing lists
(4)Securing speakers and fiscal support for seminars.
(5)Securing local and national advertising for events
(6)Locating and securing facilities for meetings and events
(7)Purchasing of refreshments for event attendees
(8)Preparing surveys and other marketing tools.
(9)Other tasks required to sustain the function of the organization but not listed above.

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ARTICLE XII Amendments to Bylaws

A. Any member of the society may propose a change in the Bylaws which will be referred to the Executive Board. The Executive Board will place the item on the agenda and, after discussion, the board will approve by majority vote or disapprove.

B. If approved by the Executive Board, the proposed Bylaws change will appear on the next scheduled ballot. Approval shall require a majority of the votes cast except as indicated in Article II Section 1 and Article XII Section C and D.

C. If the bylaw change involves any monetary loan, donation, transfer, contribution or gift exceeding approximately $75/yr (but excluding marketing tools such as raffles, drawings, or prizes used to increase attendance at local(non-National) educational events) then approval will be by majority vote with at least 75% of the membership casting votes.

D. If the bylaw change involves the disposition of treasury assets immediately prior to during or after the dissolution of the National Organization or the Chapter (Article XIV Section 2),then approval will be by majority vote with at least 75% of the membership voting.

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ARTICLE XIII Affiliations with Other Societies

The Society may upon majority vote of the Executive Board affiliate with other professional societies to hold educational events (i.e. seminars, workshops, symposia, conventions, etc)

ARTICLE XIV Termination of Society, Disposition of Records and Monies

Section 1. In the event that the National Clinical Ligand Assay Society ceases to exist, the Chapter's Executive Board shall, by majority vote, decide upon wheather to continue operation in its geographic region or beyond. If the chapter continues to operate the word "Chapter" will be dropped from the Masthead and all official documents will reflect this change.

Section 2. In the event the Chapter ceases to exist or operate to fulfill its regional obligations (Article 1 Section 2 (e), all monies in the Treasury after payment of all outstanding Chapter debts will be returned by mail to all currently paid New England Chapter members as of the last Executive Board meeting date. Under no circumstances will last minute activities take place to reduce or diminish assets of the Chapter. All Chapter property, banners, stationary, ledgers, etc. will be sent to the National Office or, if National is not in existence, to the National Archives.

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ARTICLE XV Local Autonomy

Section 1. Treasury. Monies are the property of the New England membership. All loans, donations, transfers, or contributions exceeding approximately $75/yr (but excluding marketing tools such as raffels, drawings, or prizes used to increase attendance at local (non-National) educational events) to any entity or individual must be approved by majority vote of the membership with at least 75% of the membership casting votes. No loan can exceed 25% of the assets. All approved loans will be at the prevailing market rate as determined by the Treasurer by averaging the rates of three local banks. Principle and interest will be due on a yearly basis on or before August 30. Loans will not exceed two years in duration.

Section 2. Operations. The organization assumes complete autonomy of educational program, content, frequency, format, location, time and date.

CLAS National By-Laws

Download Clinical Ligand Assay Society National By-Laws (PDF)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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©2006 Clinical Ligand Assay Society: New England Chapter