Bylaws

ARTICLE I - NAME

The name of the Association shall be the American Association of Diabetes Educators, Inc., referred to herein as AADE. AADE is a nonprofit organization incorporated under the laws of the state of Illinois

ARTICLE II - PURPOSE

AADE 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, Associate, Industry, Student, Retired, and International.

Section 2.    QUALIFICATIONS AND PRIVILEGES.

The qualifications and privileges for the various categories of membership include:
Section 3.    APPLICATION FOR MEMBERSHIP.

All applicants for membership shall complete and return to AADE the forms and payments required by AADE for membership applicants. The applicant, by such application and as a condition for membership, shall subscribe to the principles and Code of Ethics of the Association.

Section 4.    GOOD STANDING.

A member who continues to meet eligibility requirements and whose dues or other charges accrued are paid for the current AADE 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:

ARTICLE IV – FINANCES

Section 1.    FISCAL AND MEMBERSHIP YEAR.

The fiscal year and the membership year of AADE shall be as determined by the AADE Board of Directors.  

Section 2.    DUES.
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 Board of Directors is empowered to make agreements for the investment of the funds of AADE and the employment of investment advisors, banks and auditors.

ARTICLE V – MEETINGS OF MEMBERS AND VOTING

Section 1.    Annual Business Meeting of the Membership
Section 2.    Special Business Meeting
Section 3.    Quorum

Fifty voting members shall constitute a quorum for the transaction of business at any business meeting.

Section 4.    Powers reserved to the Membership assembled at the annual or special meeting
Section 5.    Additional Powers reserved to the Membership that may be taken outside of a meeting

ARTICLE VI - BOARD OF DIRECTORS

Section 1.    COMPOSITION. The Board shall be composed of:
Section 2.    TERM OF DIRECTORSHIP.
Section 3.    REMOVAL FROM OFFICE.
Section 4.    DUTIES. 

The Board of Directors shall, within the limits of these bylaws, control and direct the affairs of the Association, 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.
Section 6. QUORUM OF THE BOARD OF DIRECTORS.

A majority of the voting members of the Board currently in office  shall constitute a quorum.

ARTICLE VII - OFFICERS

Section 1.    NAME.

The officers of AADE shall be a President, a President-elect, a Treasurer and an Immediate Past President. The Board of Directors shall employ Chief Executive Officer, who shall serve as secretary and shall be an ex-officio officer of the Association without vote.

Section 2.   ELIGIBILITY.

Only a current member of the Board of Directors or a previous member of the Board who has been off the Board for no more than one year is eligible to be a candidate for an officer position.

Section 3.    TERM.  
Section 4.   VACANCY.

In the event the office of President becomes vacant, the President-elect shall serve as President for the unexpired term. Vacancies in the office of President-elect or Treasurer shall be filled by election by the Board of Directors. In the event the office of Immediate Past President becomes vacant, the office shall remain vacant until the current President completes her or his term. A vacancy in the non-elective office of Secretary/Chief Executive Officer shall be filled by a Board member, appointed by the President to serve as interim Secretary until a new Secretary/Chief Executive Officer is hired.

Section 5.    REMOVAL OF ELECTED OFFICERS.

If the Board determines that it is in the best interest of the Association, it may recommend to the voting members of the Association 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 when such vote is taken.

Section 6.    DUTIES.

ARTICLE VIII - NOMINATIONS AND ELECTIONS

Section 1.    ELECTIONS

Annually, there shall be the election of a President-elect, a Treasurer, and a sufficient number of directors to maintain a total of twelve non-officer directors, and four members of the Nominating Committee.

Section 2.    NOMINATING COMMITTEE
Section 3.    NOMINATIONS
Section 4.    ELECTION PROCEDURE

ARTICLE IX – COMMITTEES

Section 1.    GOVERNANCE COMMITTEE
Section 2.    BOARD GOVERNING COMMITTEES
Section 3.    OTHER COMMITTEES AND TASK FORCES

ARTICLE X – MEMBER AFFILIATES  

Member Affiliates are defined as formal communities within AADE that form to bring members together based on location, interest, discipline or task. They are driven by members’ need to network and affiliate within AADE. These communities may be formed at the local, state or regional levels or around unique practice areas, in accordance with procedures as approved by the AADE Board of Directors. Members of these communities must maintain AADE membership.

ARTICLE XI - INDEMNIFICATION

The Association shall indemnify any and all persons who serve as officers, directors, committee members, or employees of the Association, and 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, director, committee member, or staff member of the Association, except to the extent the director, officer, committee member or staff member is adjudged to have been guilty of actual negligence, or misconduct in the performance of duty to the Association. 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 director, officer, committee member or staff member agrees to reimburse the Association if it is subsequently determined that the director, officer, committee member or staff person is not entitled to indemnification.

ARTICLE XII - DISSOLUTION

If this Association is dissolved at any time, its assets shall be distributed to similar not-for-profit organizations to be selected by the Board of Directors.

ARTICLE XIII - PARLIAMENTARY AUTHORITY

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

ARTICLE XIV - 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 30 days prior to voting being closed.

Section 2.   

These bylaws also may be amended at any business meeting on the recommendation of the Board of Directors and approved by a majority of the general membership present and eligible to vote, providing that the amendment has been submitted in writing to all eligible voting members at least 30 days prior to the convening of the meeting.  Such written notice of proposed amendments to the members may be provided in any official publication of the Association that is distributed to all eligible voting members.

Section 3.   

These bylaws also may be amended without written notice to members at any business meeting of AADE on recommendation of the Board of Directors and on unanimous vote of the general membership present and voting.




Amended September 1987
Amended August 1988
Amended August 1989
Amended September 1990
Amended September 1991
Amended August 1992  
Amended August 1994
Amended August 1995
Amended August 1999
Amended August 2002
Amended August 2003
Amended August 2005
Amended June 2007
Amended March 2008 
Amended November 2008
Amended October 2010
Amended March 2011
Amended April 2013