2009 (Draft)

ARTICLE I - NAME

The name of the Association shall be the Southeast Association of Diabetes Educators, referred to herein as SeLADE, a chapter of the American Association of Diabetes Educators, Inc., referred to herein as AADE.

ARTICLE II - PURPOSE

SeLADE 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. This includes:

1.   Providing educational opportunities for the professional growth and development of diabetes educators.

2.   Promoting and aiding the growth and development of quality diabetes education for the person with diabetes.

3.   Fostering communication and cooperation among individuals and organizations involved in diabetes education.

ARTICLE III - MEMBERSHIP

Section 1. CATEGORIES. Membership categories shall be Active, Associate, Corporate and Honorary.

Section 2. QUALIFICATIONS AND PRIVILEGES. The qualifications and privileges for the various categories of membership include:

a. Active Member shall be a member of AADE and 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 not be one who is employed by a company that is in the business of sales or marketing of diabetes pharmaceuticals, supplies or equipment. 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.

b. Associate Member shall be a member of AADE and 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. An Associate Member may serve on committees and vote on committees but may not chair committees.

c. Corporate Member shall be a member of AADE and any employee of a company whose business is the manufacture, sales, marketing or promotion of a specific diabetes care product or line of products. Corporate 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. A Corporate Member may serve on committees and vote on committees but may not chair committees.

d. Honorary Membership may be awarded by the Board of Directors to an individual in recognition of outstanding service to the field of diabetes education. An Honorary Member shall have all the privileges of membership except the right to vote, to make nominations, to stand for elective office or a directorship position. An honorary member may serve on committees and vote on committees but may not chair committees.

Section 3. APPLICATION FOR MEMBERSHIP. All applicants for membership shall complete and return to SeLADE the forms and payments required. The applicant, by such application and as a condition for membership, shall subscribe to the principles and code of ethics of SeLADE.

Section 4. GOOD STANDING. A member who continues to meet eligibility requirements and whose dues or other charges accrued are paid for the current SeLADE fiscal 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:

a.    The member ceases to be eligible under at least one of the membership classifications       specified in these bylaws.

b.    The member's dues or other charges accrued are not paid.

c.    Membership may be suspended or terminated for cause in accordance with procedures approved by the Board of Directors.

ARTICLE IV - FINANCES

Section 1. FISCAL AND MEMBERSHIP YEAR. The fiscal and membership year shall be from January 1 to December 31.

Section 2. DUES.

a.    All categories of membership shall pay such annual dues as determined by the Board of Directors.

b.    The annual dues for all categories of membership shall include such membership benefits, beyond the membership privileges set forth elsewhere in these bylaws 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.

a.    The Treasurer shall be the keeper of the funds.  All dues shall be deposited in an FDIC bank and two signatures shall be required for each check over $500 written against the account.  The second signature shall be as designated by the Executive Committee. 

b.    An annual financial report shall be submitted to the Executive Committee for approval.

c.    The Board of Directors shall commission an audit of the account annually.

d.    The Board of Directors is empowered to make agreements for the investment of the funds and the employment of investment advisors, banks and auditors.

ARTICLE V - MEETINGS OF MEMBERS AND VOTING

Section 1. BUSINESS MEETINGS

a.    General membership meetings will be held quarterly, including the annual business meeting. All meetings shall be held at a time and place determined by the Board of Directors.

b.    Written notice of the place, day and hour of meetings shall be delivered to members not less than 30 nor more than 60 days before the date of the meeting.

c.    Special meetings of the membership may be called by the Board of Directors which shall determine its purpose. Except in the case of emergency, notice will be sent to members no less than 30 days before the date of the meeting.

d.    In the event of emergency, the Board may postpone or cancel any meeting, provided a written notice of such action is sent to all members as soon as feasible.

Section 2. AUTHORITY OF VOTING MEMBERSHIP. The voting membership shall:

a.    Amend the bylaws on recommendation of the Board of Directors.

b.    Elect and/or serve as officers.

c.    Serve on and/or chair a committee.

d.    Adopt the budget.

e.    Make decisions for SeLADE by receiving reports and adopting policy.

f.     Conduct other business which may properly come before it.

 Section 3. VOTING. A vote by mail, facsimile or electronic transmission may be authorized by the Board of Directors or as specified in these bylaws.

Section 4. QUORUM. A quorum shall be any number of voting members present at meetings and may transact business at any meeting of the membership.

 ARTICLE VI - OFFICERS

Section 1. COMPOSITION. The officers of SeLADE shall be President, President-elect, Immediate Past President, Vice President, Secretary and Treasurer. These officers comprise the Executive Committee of SeLADE.

Section 2. TERM. Except for Treasurer, all officers shall hold office for a term of one year and shall take office on January 1 following election. The term of office for Treasurer is for two years.

Section 3. ELIGIBILITY. Only members who have been active members for at least one year can serve as officers.

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 unexpired term. In the event the office of President-elect becomes vacant, the Vice President shall serve as President-elect for the unexpired term. In the event the office of Vice President, Secretary or Treasurer becomes vacant, the President shall appoint a member of the board as interim officer for the unexpired term, with the approval of the board.

Section 6. REMOVAL OF ELECTED OFFICERS. If the Board determines that it is in the best interest of SeLADE, it may recommend to the voting members the removal of an elected officer. An elected officer may be removed by the affirmative vote of two-thirds of the members present and voting, either in person or by proxy, when such vote is taken.

a.    If the membership determines that it is in the best interest of SeLADE, it may vote to remove an officer at any general meeting of the membership. An officer may be removed by the affirmative vote of two-thirds of the members present and voting, either in person or by proxy, when such vote is taken.

b.    An officer who has missed two or more consecutive meetings of the Board and has failed to obtain prior approval from the President for those absences shall be deemed to have resigned, and the position shall be declared vacant. The vacancy shall be filled in accordance with Article VI, Section 5 of these bylaws.

Section 7. DUTIES.

a.    President. The President shall serve as presiding officer of all regular and special meetings of the general membership, Board of Directors and Executive Committee; shall be an ex-officio member of all committees; shall make all required appointments of standing and special committee and task force chairs; and shall perform such other duties as are assigned by these bylaws or the Board of Directors.

b.    President-elect. The President-elect shall assume the duties of the President in the temporary absence of the President; shall serve as parliamentarian at all meetings; shall perform such other duties as assigned by these bylaws and the Board of Directors; and shall automatically succeed to the presidency for the next term.

c.    Vice President. The Vice President shall assume the duties of the President in the temporary absence of both the President and the President-elect; and shall perform such other duties as assigned by these bylaws and the Board of Directors.

d.    Secretary. The Secretary shall oversee the proper recording of the proceedings of all meetings and shall perform such other duties as assigned by the bylaws or the Board of Directors.

e.    Treasurer. The Treasurer manages the financial affairs of SeLADE and takes appropriate action regarding the finances at the direction of the Board of Directors and shall perform such other duties as are assigned by these bylaws and the Board of Directors.

f.     Immediate Past President. The Immediate Past President shall chair the Nominating Committee and shall perform such other duties as are assigned by these bylaws and the Board of Directors.

ARTICLE VII – BOARD OF DIRECTORS

Section 1. COMPOSITION. The Board shall be composed of the Past President, elected officers and committee chairpersons. The President shall serve as presiding officer.

Section 2. TERM.  Shall be as specified in Article VI, Section 2.

Section 3. NOMINATION. See Article VIII.

Section 4. DUTIES.  The Board of Directors shall, within the limits of these bylaws, control and direct the affairs of SeLADE, determine its policies, actively prosecute its purposes and administer its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of its duties, appoint such agents as it may consider necessary.

 Section 5. MEETINGS.

a.    The Board shall meet no less than twice a year, at such times as determined by the Executive Committee and called by written notification from the President.

b.    The Board may make decisions by mail or electronically transmitted votes. Issues voted upon in this manner require written consent.

c.    The Board may make decisions during a telephone conference call or other meeting conducted by electronic means through which all persons participating in the meeting can communicate with each other, provided that a quorum is present and participating in the call. Votes taken during such meetings require majority vote of Board members who are party to the call.

Section 6. QUORUM. A majority of the voting members of the Board constitutes a quorum.

Section 7. EXECUTIVE COMMITTEE.

a.    The Executive Committee, consisting of the officers, shall conduct business of the Board of Directors in the interim between meetings of the Board, except as prohibited elsewhere in these bylaws. Actions of the Executive Committee shall be reported to the Board by mail or at the next Board meeting.

b.    The President may call a meeting of the Executive Committee with appropriate and adequate notice.

c.    A majority of officers shall constitute a quorum.

d.    The Executive Committee may make decisions by mail or electronically transmitted votes. Issues voted upon in this manner require unanimous, written consent.

e.    The Executive Committee may make decisions during a telephone conference call or other meeting conducted by electronic means through which all persons participating in the meeting can communicate with each other, provided that a quorum is present and participating. Votes taken during such meetings require majority vote of Executive Committee members participating.

ARTICLE VIII - NOMINATIONS AND ELECTIONS

Section 1. ELECTIONS. Annually, there shall be the election of a President-elect, Vice President, Secretary and Treasurer.

Section 2. NOMINATIONS.

a.    The Board of Directors shall serve as the Nominating Committee and shall be chaired by the Immediate Past President and shall present to the voting membership of SeLADE a slate of at least one candidate for each of the elective offices.

b.    Applications for officers must be received by the Nominating Committee no later than the deadline established according to the approved policies and procedures of the Nominating Committee.

c.    Selection of candidates shall be based on self-nominations, write-ins, and/or discretion of the Nominating Committee operating under approved policies and procedures.

d.    Candidates must be active members of SeLADE for at least one year.

Section 3. ELECTION PROCEDURE.

a.    The slate of nominees presented by the Nominating Committee to the voting membership of SeLADE shall be placed on ballots, which shall be distributed by mail or electronic means to all eligible voting members. Votes are to be cast by the date established by the Nominating Committee and shall be cast in the manner provided by the Nominating Committee, which may include submission by mail or electronic means. Votes received after the deadline established by the Nominating Committee will not be accepted for tally.

b.    Election shall be by a majority of votes cast.

c.    In the event that any elective position is uncontested through the nominating and write-in candidacy provisions of these bylaws, the nominee proposed by the Nominating Committee shall be deemed elected to the position.

d.    The newly elected officers shall assume their responsibilities at the time of installation.

ARTICLE IX  COMMITTEES

Section 1. STANDING COMMITTEES. Standing committees shall be membership, bylaws, professional education, and public relations/public affairs.

Section 2. GENERAL PROCEDURES.

a.    The chairs of committees shall be appointed by the President. All chairs must be Active Members.

b.    The President shall be an ex-officio member of all committees.

c.    Committees report directly to the President.

Section 3. DUTIES OF COMMITTEES.

a.    Membership Committee shall periodically review membership requirements and shall assist with membership recruitment.

b.    Bylaws Committee shall review and maintain currency of SeLADE bylaws and recommend revisions based on chapter needs and revisions to AADE bylaws.

c.    Professional Education Committee shall plan educational programs for area health care professionals.

d.    Public Relations/Public Affairs shall facilitate chapter activity in these and legislative areas.

Section 4. OTHER COMMITTEES AND TASK FORCES. The Board may establish, configure and dissolve committees as necessary to effectively conduct SeLADE's business. The President may establish, configure and dissolve task forces.

ARTICLE X  GEOGRAPHIC BOUNDARIES

Geographic boundaries shall encompass twenty-one (21) parishes in Southeast Louisiana, zip codes 700, 701, 703, 704, 705, 707 and 708. Interested persons who live outside those boundaries may also become members of SeLADE if they are members of AADE.

ARTICLE XI - INDEMNIFICATION

SeLADE shall indemnify any and all persons who serve as officers, committee chairs and members, their respective heirs and personal representatives against any and all expenses incurred by or imposed upon such person in connection with any action, suit or proceeding, civil or criminal, to which such person may be made a party by reason of having been an officer, committee chair or member, except to the extent the officer, committee chair or member is adjudged to have been guilty of actual negligence, or misconduct in the performance of duty to SeLADE. The indemnification may include any amount paid to satisfy a judgment or to compromise or settle a claim. Advance indemnification may be made if the officer or committee chair or member agrees to reimburse SeLADE if it is subsequently determined that the officer or committee chair or member is not entitled to indemnification.

ARTICLE XII - DISSOLUTION

If this association is dissolved at any time, its assets shall be distributed to the AADE Education and Research Foundation.

ARTICLE XIII - PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order Newly Revised (current edition) shall govern the decisions of SeLADE at all levels of the organization in all cases where they do not conflict with the bylaws or adopted policies and procedures.

ARTICLE XIV - AMENDMENTS

These bylaws may be amended at any business meeting on the recommendation of the Board of Directors and approved by a two-thirds vote of the general membership present and voting, provided the proposed amendment has been submitted in writing to all voting members at least 30 days prior to the convening of the meeting.