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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.
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