Oregon Diabetes Educators

BYLAWS

OREGON DIABETES EDUCATORS

A state chapter of the American Association of Diabetes Educators

ARTICLE 1 - NAME

The name of this organization shall be the Oregon Diabetes Educators, referred to herein as ODE, a chapter of the American Association of Diabetes Educators, referred to herein as AADE.

ARTICLE II - PURPOSE

ODE is a multidisciplinary association of health care professionals dedicated to integrating successful self-management as a key outcome in the care of people with diabetes and related conditions.

ARTICLE III - MEMBERSHIP

Section 1.      CATEGORIES:  Membership categories shall be Active and Associate.

Section 2.      QUALIFICATIONS AND PRIVILEGES.    

                        The qualifications and privileges for the categories of membership include:

•  Active member shall be a healthcare professional with an interest in the development, delivery or administration of diabetes patient or professional education or in diabetes research.  An Active member shall have all the privileges of membership, which include the right to vote, to make nominations, to stand for elective office or a directorship position, and to chair, serve and vote on committees.
• Associate Member shall be a person with an interest or involvement in diabetes education who does not qualify for other member categories.  An Associate Member shall have all the privileges of membership except the right to vote, to make nominations, or to stand for elective office or a directorship position or chair committees.  An Associate Member may serve on committees and vote on committees but may not chair committees.

Section 3.     APPLICATION FOR MEMBERSHIP: All applicants shall complete the ODE                      application form and submit the completed application to the Membership Chair.  Members are encouraged to participate in the AADE dues collection program. Otherwise, due are paid to Membership Chair at time of application.

Section 4.      GOOD STANDING: A member whose dues are paid for the current ODE                           membership year shall be considered a member in good standing.

Section 5.      SUSPENSION AND TERMINATION: Membership shall be terminated and all                  membership privileges shall cease under any of the following conditions:

1. The member ceases to be eligible under at least one of the membership classifications specified in these bylaws.
2.  The member’s dues or other charges accrued are not paid. 
3. Membership may be suspended or terminated for cause in accordance with procedures approved by the Board of Directors.

ARITCLE IV — FINANCES

Section 1.      FISCAL AND MEMBERSHIP YEAR: The fiscal year and the membership year shall coincide with the fiscal and membership year of AADE.

Section 2.      DUES

1. All categories of membership shall pay annual dues as recommended by the Board of Directors and voted upon by the Active Members. 
2. Members receive a discount for ODE Annual Meeting 
3. The annual dues for all categories of membership shall include such membership benefits as determined by the Board of Directors.

Section 3.      REFUNDS:  No dues or fees or other charges shall be refunded to any person who terminates membership after the first 30 days of the membership year.

Section 4.      MAINTENANCE OF FUNDS:

                        The Treasurer shall be the keeper of the funds.  All income shall be                                   deposited in a FDIC insured bank. An annual financial report shall be                               submitted to the Board of Directors for approval.  The Board of Directors is                   empowered to make agreements for the investment of the funds of ODE.

ARTICLE V — MEETINGS OF MEMBERS AND VOTING

Section 1.      MEETINGS:

1. The Annual Meeting shall be held at a time and place determined by the Board of Directors. It will rotate geographically.  
2. The Professional Education Committee and the Board of Directors shall determine the number and location of meetings.   
3. In the event of an emergency the board may postpone or cancel the Annual Meeting.

Section  2.   POWERS RESERVED TO THE MEMBERSHIP assembled at the annual or special meeting

1. Amend the bylaws on recommendation of the Board of Directors.  
2. Review and comment on the annual report of the Board of Directors 
3. Nominate members for positions on the Board of Directors

Section 3.      VOTING:

                        The Board of Directors may authorize a vote by mail, e-mail or at the Annual Meeting. 

Section 4.      QUORUM: Twenty percent of ODE voting members shall constitute a quorum for transaction of business at the Annual Meeting.

 ARTICLE VI — BOARD OF DIRECTORS

Section 1.      COMPOSITION: The Board of Directors shall consist of the elected officers,  Past­-President, and committee chairs. The President shall serve as presiding officer.

Section 2.      TERM: The term of an elected office shall be one year.

Section 3.      THE TERM OF OFFICE for committee chairs and appointed Board members shall be one year.

Section 3.      NOMINATION AND ELECTION shall be as specified in Article VIII.

Section 4.      DUTIES: The Board of Directors shall be the governing body of ODE and is empowered to act between the Annual Meetings. The Board shall report actions taken to the membership at the Annual Meeting. The Board may adopt rules and regulations for the conduct of its business as deemed              advisable.

Section 5.      MEETINGS: The Board of Directors shall meet quarterly. The President may call a special meeting of the Board of Directors with 30 days notice.

Section 6.      QUORUM: At least 50% of members of the Board of Directors shall constitute a quorum.

ARTICLE VII - OFFICERS

Section 1.      NAME: The elected officers shall be President, President-Elect, Secretary, Treasurer and Treasurer-Elect.

Section 2.      ELIGIBILITY: Only an ODE Active Member is eligible to be an elected officer and all Board Members must be active AADE members.

Section 3.      TERM:

1. The term of office shall coincide with the fiscal year.   
2. All officers, with the exception of the Treasurer shall serve for one year. The Treasurer shall hold office for one term of two years.  
3. A member may not hold one office for longer than four consecutive terms.

Section 4.      NOMINATIONS AND ELECTIONS: See Article VIII

Section 5.      VACANCY: In the event the office of President becomes vacant, the President-Elect shall serve as President for the rest of the term. Vacancies in the office of President-Elect, Treasurer, or Secretary shall be filled by election by the Board of Directors.

Section 6.      DUTIES

1. President: The President shall serve as presiding officer of all regular and special meetings of the general membership and Board of Directors; shall make all required appointments of standing and special committee and task force chairs; and shall perform other duties as assigned by these Bylaws or the Board of Directors, and shall be responsible for the committee network by ensuring that each committee has a Chair.
2. President-Elect: The President-Elect will serve as President the following term; shall assume the duties of the President in the temporary absence of the President and shall succeed to the office of President in the event of early vacancy. The President-Elect will perform the role of parliamentarian at Board of Directors meetings.  
3. The Secretary shall oversee the recording of the proceedings of Board of Directors meetings and the Annual Meeting and shall perform other duties assigned by these bylaws and the Board of Directors.  
4. Treasurer: The Treasurer shall supervise the financial affairs of ODE, train the Treasurer-Elect and take appropriate action regarding the finances as assigned by these Bylaws and the Board of Directors.  
5. Treasurer-Elect: The Treasurer-Elect shall be elected during the second year of the Treasurer’s term of office to assume the office of Treasurer the following year.  
6. Immediate Past-President: The immediate Past-President shall serve on the Board of Directors for one year, shall serve as Chair of the Nominating Committee and shall be the Historian for the organization.  

ARTICLE VIII — NOMINATION AND ELECTIONS

Section 1.     There will be annual election of the three offices of President-Elect,                                               Secretary, Treasurer and two members of the Nominating Committee.  Every  other year there will be an election for the office of Treasurer-Elect.

Section 2.     Nominations: The Nominating Committee shall submit a slate of at least one                   Candidate for each of the elective offices. The Board of Directors shall review the slate of candidates.

Section 3.     Election Procedure:

1. The slate of nominees presented by the Nominating Committee shall be placed on a ballot, which shall be distributed to the Active Members.  
2. Ballots are to be returned by the date established by the Board of Directors.  
3. Ballots received after this date will not be accepted.  
4. Officers shall be elected by a majority of votes cast for each office.  
5. Election results shall be published on the ODE website.

ARTICLE IX- COMMITTEES

Section 1.      Standing Committees: The standing committees shall be Membership, Professional Education, Nominating, Chapter Legislative Liaison, Corporate Partner Liaison, and Communications (Website).                                                                                    

Section 2.      General Procedures:

a. The President-Elect shall appoint the chairs of all committees, except the Nominating Committee, whose chair is the Immediate Past-President.

b. The president shall be an ex-officio member of all committees except the Nominating Committee.

c.  All Committee Chairs are members of the Board of Directors and shall report on committee issues at each Board of Directors meeting.

Section 3.      Duties: Are specified under Job Descriptions, located in the ODE Chapter Manual, as approved by the Board of Directors

•  MEMBERSHIP: will assist with membership recruitment, shall  review and approve list of applicants for membership, review membership requirements and will be responsible for sending the membership roster-listing members by categories to AADE by  December 31^st.
• PROFESSIONAL EDUCATION: shall be responsible for the Annual Meeting and if applicable the regional educational programs. The committee shall develop the educational program, solicit faculty, and attend to all details of program planning. 
• NOMINATIONS: shall submit a slate of candidates for elected offices and the Nominating Committee for the upcoming year. 
• Chapter Legislative Liaison:  The committee chair or a committee member shall serve as ADA and AADE public affairs contact person, shall be the Chapter Legislative Coordinator Liaison and serve on this position with AADE 
• COMMUNICATIONS: Webmaster shall oversee the website and  facilitate notification to members of pertinent communication. 
• SPECIAL COMMITTEE. The President upon the recommendation of the Board of Directors may appoint ad hoc committees.

Section 4.      OTHER COMMITTEES AND TASK FORCES. The Board may establish and                     dissolve other committees as necessary for the effective conduct of ODE                          business.  The President may establish, configure and dissolve task forces.

ARTICLE X — DISSOLUTION

If this association is dissolved at any time all of its assets shall be distributed to AADE.

 ARTICLE XI — PARLIAMENTARY AUTHORITY

The rules contained in Roberts Rules of Order Newly Revised (current edition) shall govern the decisions of ODE at all levels of the organization where they do not conflict with the Bylaws of ODE or the adopted policies and procedures.

ARTICLE XII — AMENDMENTS

 Section 1.     These bylaws may be amended on the recommendation of the Board of                           Directors and approved by a mail or electronic vote of the entire membership eligible to vote, providing that the number of votes cast is at least equal to the number of members necessary for a quorum at a face-to-face meeting and that a majority of the ballots cast by members eligible to vote is in favor of the amendment(s).  The proposed amendment(s) must be submitted in writing to all eligible voting members at least 14 days prior to voting being closed.

Section 2.      These bylaws may also be amended at any business meeting on the recommendation of the Board of Directors and approved by a majority of the general membership eligible to vote, providing that the amendment has been submitted in writing to all eligible voting members at least  14 days  prior to the opening of the meeting.  Such written notice of proposed amendments to the members may be provided in any official publication of ODE that is distributed to all eligible voting members.