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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, Student, Retired, Honorary, and Life.

Section 2.    QUALIFICATIONS AND PRIVILEGES.

1. 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 the right to vote, to make nominations, and to chair, serve and vote on committees, and other privileges as determined by the Board of Directors.  Active members who are employed by a company that is in the business of sales or marketing of diabetes pharmaceuticals, supplies or equipment shall not be eligible to stand for national elective office or a directorship position.
2. 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.
3. Student Member shall be any full time student or trainee in any health profession program.  Student membership shall be granted when accompanied by evidence of enrollment in a health profession program.  A Student Member shall not have the right to vote, to make nominations, or to stand for elective office or a directorship position. A student member may serve on committees and vote on committees but may not chair committees. 
4. Retired Member shall be any individual who has been an Active Member of AADE for at least five (5) consecutive previous years, is retired from his/her position and is no longer employed. A Retired Member shall have all the privileges of Active Membership except the right to stand for elective office or a directorship position. A Retired Member may serve, chair and vote on committees.
5. 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.
6. Life Membership is awarded to the AADE President at the completion of the term as Immediate Past President. Past Presidents who are Life Members shall have all the privileges of active membership, which include the right to apply for the Nominating Committee, but may not seek a directorship or officer position. Life Membership shall also be given to the recipient of the Distinguished Service Award, who will have all the privileges of “Active Membership.”

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.

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.

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.

1. All categories of membership shall pay such annual dues as determined by the Board of Directors.
2. 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.

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

1. The annual business meeting shall be held at a time and place determined by the Board of Directors.
2. Written notice of the place, day and hour of the business meeting shall be sent to all members not less than 30 nor more than 60 days before the date of the meeting. Notice may be sent via mail, fax, e-mail other electronic means and may be posted on the association website.
3. In the event of an emergency the board may postpone or cancel the Annual Business Meeting

Section 2.    Special Business Meeting

1. Special meetings of the membership may be called by the Board of Directors which shall determine its purpose.
2. Except in the case of emergency, notice of the place, day, hour and the purpose of the meeting shall be sent to members not less than thirty days before the date of the meeting. Notice may be sent via mail, fax or by other electronic means.

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

1. Amend the bylaws upon recommendation of the Board of Directors
2. Review and comment on the annual report of the Board of Directors.
3. Remove officers upon recommendation of the Board of Directors
4. Remove directors
5. Conduct other business that may properly come before it.

Section 5.    Additional Powers reserved to the Membership that may be taken outside of a meeting

1. The Board of Directors may authorize that a vote for any powers enumerated in this section be taken by mail or electronic transmission.

ARTICLE VI - BOARD OF DIRECTORS

Section 1.    COMPOSITION. The Board shall be composed of:

1. the President, the President-elect, the Vice President and the Treasurer
2. the Immediate Past President, who succeeds to that office from the Presidency
3. the Secretary/Chief Executive Officer, hired by the Board and serving without vote
4. twelve (12) additional directors, all elected by the voting membership
5. the Chapter Presidents Council Chairperson and the Specialty Practice Groups liaison to the Board, who serve as ex-officio members of the Board of Directors with voting privileges.
6. the Editorial Director of The Diabetes Educator and the chair of the AADE Education and Research Foundation who serve as ex-officio members of the Board of Directors without vote.

Section 2.    TERM OF DIRECTORSHIP.

1. Directors who are elected by the membership serve for one term of three years beginning on the first day of the calendar year immediately following their election.
2. A Director is eligible to serve a maximum of two terms. A director who has served one full three-year term is ineligible for reelection until at least one year has elapsed.
3. In the event of a vacancy in the position of Director, the next candidate in line by number of votesfrom the most recent slate of candidates will be askedto fill the vacancy for the unexpired term.  

Section 3.    REMOVAL FROM OFFICE.

1. If the membership of the Association determines that it is in the best interest of the Association, it may vote to remove a director at any annual meeting of the membership. A director may be removed by the affirmative vote of two-thirds of the members present and voting when such vote is taken.
2. A director 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 director position shall be declared vacant. The vacancy shall be filled in accordance with Article VI, Section 2. (c) of these bylaws.  

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.

1. The Board shall meet no less than twice a year, at such times as determined by the Governance Committee and called by written notification from the President.
2. The Board may make decisions by mail or electronically transmitted votes. Issues voted upon in this manner require unanimous, written consent.
3. The Board may make decisions during a telephone conference call, video 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 telephone or video conference calls require majority vote of Board members who are party to the call.  

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 Vice President, 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.  

1. All officers, except for the Treasurer and Chief Executive Officer/Secretary, shall hold office for a term of one year beginning on the first day of the calendar year immediately following their election.
2. The Treasurer shall serve for a term of two years beginning on the first day of the calendar year immediately following their election.
3. There is no limit to the number of years the Chief Executive Officer may serve as secretary.

Section 4.   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. Vacancies in the office of Vice President 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.

1. President. President shall serve as presiding officer of all regular and special meetings of the general membership, Board of Directors and Governance Committee; shall be an ex-officio member of all committees except the Nominating Committee; shall make all required appointments of standing and special committee and task force chairs; shall perform such other duties as are assigned by these Bylaws or the Board of Directors.
2. President-elect. The President-elect shall assume the duties of the President in the temporary absence of the President, and shall perform such other duties as assigned by these Bylaws and the Board of Directors. The President-elect shall automatically succeed to the presidency for the next term.
3. Vice President. The Vice President shall perform such duties as are assigned by the President and the Board of Directors.
4. Treasurer. The Treasurer shall serve on the Performance Oversight and Monitoring Committee and may serve as Chair, shall oversee the financial affairs of the Association and take appropriate action regarding the finances of AADE 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.
5. Chief Executive Officer.  The Chief Executive Officer shall serve as Secretary for the Association, shall perform all duties of Secretary as required by Illinois statutory law, shall oversee the proper recording of the proceedings of the general membership, Board of Directors and Governance Committee, shall manage and direct activities of the Association as approved by the Board of Directors and shall be responsible to the Board and shall perform other duties as assigned by these bylaws and the Board of Directors.
6. 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 VIII - NOMINATIONS AND ELECTIONS

Section 1.    ELECTIONS

Annually, there shall be the election of a President-elect, a Vice President, and a sufficient number of directors to maintain a total of twelve non-officer directors, and four members of the Nominating Committee. On odd numbered years, there will also be an election of a Treasurer.

Section 2.    NOMINATING COMMITTEE

1. The Nominating Committee shall be composed of the Immediate Past President as chair and four elected members. 

Section 3.    NOMINATIONS

1. The Nominating Committee shall be present to the voting membership of AADE a slate of at least one candidate for each of the offices of President-elect, Vice-President, at least one candidate for each director position to be elected, and no less than five candidates for the next year's Nominating Committee.  On alternate, odd numbered years, the ballot will also include at least one candidate for Treasurer.
2. Applications for officers and directors and Nominating Committee members are to be made to the Nominating Committee by electronic means. The applications must be received by the Nominating Committee no later than the deadline established according to the approved policies and procedures of the Nominating Committee.
3. Active members of AADE and current members of the Board of Directors are eligible for write-in candidacy for elected director positions in accordance with approved policies and procedures.
4. Selection of candidates for elected director positions shall be based on self-nominations, write-ins, and/or discretion of the Nominating Committee operating under approved policies and procedures. Candidates must be active members of AADE for at least three years.

Section 4.    ELECTION PROCEDURE

1. The slate of nominees presented by the Nominating Committee to the voting membership of AADE shall be placed on ballots, which shall be distributed by mail or electronic means to all eligible voting members of AADE.  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 Committeewill not be accepted for tally.              
2. The President-elect, Treasurer, and Director(s) shall be elected by a plurality of the votes cast for each office. Director positions and the members of the Nominating Committee shall be elected by a plurality of votes cast by all active members for each respective position.
3. The four candidates receiving the highest number of votes cast for the Nominating Committee membership shall be elected to the Nominating Committee.
4. The newly elected officers, Board members and Nominating Committee members shall assume their responsibilities beginning on the first day of the calendar year immediately following their election. 

ARTICLE IX – COMMITTEES

Section 1.    GOVERNANCE COMMITTEE

1. There shall be a Governance Committee of the Board of Directors which shall be responsible for coordinating the work of the Board and of any governing committees that the Board establishes; for developing the Board in terms of its composition and its members' governing skills; for maintaining the Board-Chief Executive Officer partnership; and for carrying out other duties as prescribed for it in the AADE Bylaws and by Board resolution.
2. The Governance Committee shall be empowered to act on behalf of the full Board of Directors only in emergency situations where it is not practical to convene or poll the full Board of Directors.
3. The Governance Committee shall consist of the Board President (who shall chair the Governance Committee), the other Officers of AADE, the chairs of any Board governing committees that the Board shall establish, and the Chief Executive Officer.

Section 2.    BOARD GOVERNING COMMITTEES

1. The Board of Directors may establish Board governing committees that are not otherwise enumerated in these Bylaws as it deems necessary to assist in carrying out its governing responsibilities. Such governing committees shall be recommended by the Board's Governance Committee and shall be established by passage of a resolution by a simple majority of the Board. Board governing committees shall consist only of Board members, and the Board President shall appoint Board committee chairs and assign Board members to the Board committees. A Board governing committee may not exercise the powers of the Board with respect to management of the affairs of AADE, and can take action on behalf of the full Board only as explicitly specified in these Bylaws and in formal Board committee guidelines adopted by the Board of Directors by formal resolution.

Section 3.    OTHER COMMITTEES AND TASK FORCES

1. The Board of Directors, on recommendation of its Governance Committee, may establish, configure, and dissolve other committees and task forces as necessary for the effective conduct of AADE business. .

ARTICLE X – CHAPTERS AND SPECIALTY PRACTICE GROUPS

Section 1.    AFFILIATED CHAPTERS.

Chapters of AADE may be organized for the purpose of enabling local AADE members and others to work together on areas of interest; to conduct educational programs; to serve as a resource to related Associations; to provide channels of communication between the national Association and local groups, and between local groups; and to promote the purpose of, and membership in, AADE.

Section 2.    SPECIALTY PRACTICE GROUPS (SPGs). 

SPGs of AADE may be organized for the purpose of enabling AADE members to work together on areas of interest; to conduct educational programs; to serve as a resource to the Association and other related Associations; to provide channels of communication between the Association and its members and to promote the purpose of, and membership in, in AADE.

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.