Bylaws

Maine Association of Diabetes Educators (MeADE) Bylaws

Article I – Name

The name of this organization shall be the Maine Association of Diabetes Educators, referred to herein as MeADE, a chapter of the American Association of Diabetes Educators, Inc., referred to herein as AADE.  MeADE is a nonprofit organization.

Article II – Purpose

The purposes of  MeADE shall be:

  • To provide diabetes educators with a forum for learning opportunities/continuing education through meetings, workshops, and networking.To ensure quality diabetes self-management education for individuals with diabetes based on the national standards of care and lifestyle management for the prevention of diabetes mellitus.To promote leadership within the diabetes community.
  • To be proactively involved in legislative issues pertinent to the diabetes educator and individual with diabetes.

Article III – Membership

Section 1.  CATEGORIES.  Membership categories shall be Active, Associate and Sustaining.  Section 2.  QUALIFICATIONS and PRIVILEGES.

a.   ACTIVE MEMBER shall be a healthcare professional with an interest in diabetes                     education or diabetes research, and shall have all the privileges of membership

including the right to vote, make  nominations, and hold office on the Board of

Directors.  An active member shall not be one who is employed in the business of

sales or marketing of diabetes pharmaceuticals, supplies or equipment.

An active member must be a member of national AADE.

b.      SUSTAINING MEMBER shall be any commercial firm or individual engaged in the production or sale of products or services useful to diabetes educators.  A Sustaining Member shall have all the privileges of membership except the right to vote, to make nominations, or hold elective office.  An Sustaining Member may serve on a committee but not as a chair.c.       ASSOCIATE MEMBER shall be a person with an interest or involvement in diabetes education who does not qualify for the other member categories.

Section 3.  REGIONAL REPRESENTATION.  Members will be grouped in the following regions: Northern, North Central , Central, Eastern, and Southern.

Section 4.  APPLICATION for MEMBERSHIP  All applicants for membership shall either complete and sign the application form provided by the Nominating Committee or join on-line when joining AADE.
Section 5.  GOOD STANDING.  A member whose dues are paid for the current fiscal year shall be considered a member in good standing.  All membership privileges shall cease if dues are not paid within ninety days of the membership year.  Section 6.  RESIGNATION.  Any member may, upon written request to the President, withdraw from membership,

Article IV – Finances

Section 1.  FISCAL AND MEMBERSHIP YEAR.  The fiscal year will align with the National AADE fiscal year January 1 to December 31. Section 2.  DUES.  All categories of membership shall pay annual dues as recommended by the Executive Committee or Board of Directors.  A vote by the general membership is required for a proposed >26% increase in membership dues. Section 3.  REFUNDS.  No dues, fees or other charges shall be refunded to any person who terminates membership. Section 4.  MAINTENANCE OF FUNDS.  The Treasurer shall be the keeper of the funds and report at quarterly meetings.  All dues shall be deposited in a banking institution and one signature shall be required for each check written against the account.  However, the second signature shall be required for any amount equal to or over $1000.00.  At the end of the Treasurer’s term, the books shall be subjected to an external audit.  The President, Past President, Treasurer and a volunteer shall conduct an internal audit at least annually.

Article V- Meetings of Members and Voting

Section 1.  MEETINGS.  General meetings shall be scheduled and held quarterly at a time and place designated by a vote of the general membership.  One of these quarterly meetings shall be designated as the Annual Meeting with a written notice sent at least 30 days and not more than 60 days prior to the meeting.  Special meetings may be called by the President  provided a written notice of such action is sent to every member at least 14 days prior to the scheduled meeting date.  Any business meeting may be postponed or cancelled for cause provided at least 24 hours notice is given, if possible.  The MeADE Website may be used for meeting reminders and cancellation/postponement notices.Section 2.  PRIVILEGES of ACTIVE MEMBERSHIP.  The voting membership shall

a.       Make decisions for MeADE by receiving reports and adopting policy.b.      Amend the bylaws on recommendation of the Board of Directors.c.       Elect officers, directors and members of the Nominating Committee. d.      Conduct other business, which may properly come before it.e.       Have opportunity to serve as an officer.

Section 3.  VOTING. All votes will be made at general or special meetings.  Votes by postal mail, e-mail or fax may be authorized by the Board of Directors.   Decisions will be made based on a majority of votes cast unless otherwise specified. Section 4.  QUORUM.  Thirty (30) percent of the voting members shall be present or no fewer than eight (8) active members to constitute a quorum for the transaction of business.

Article VI – Officers

Section 1.  NAME.  The elected officers of MeADE shall be a president, a president-elect, a secretary and a treasurer.Section 2.  ELIGIBILITY.  Only an active member shall serve as an elected officer.Section 3.  TERM.  All officers and Board of Directors shall hold office for a minimum term of one year.Section 4.  NOMINATIONS AND ELECTIONS.

a.       Nominations for office is made as specified in Article VIII, Section 2.b.      Election shall be by mail ballot sent to the voting members of MeADE in the Spring.

A plurality of the votes cast for each elective position shall elect for that position.

Section 5.  VACANCY.  In the event the office of president becomes vacant, the president-elect shall serve as president for the un-expired term.  In the event that any other office becomes vacant, the Board of Directors shall appoint a replacement for the un-expired term.  Notification of changes in the officers shall be made by postal mail or e-mail.Section 6. DUTIES.

a.       PRESIDENT – The President shall serve as presiding officer of all regular and special meetings of

general membership, the Board of Directors and Executive Committee; shall perform such other duties as are assigned by the by-laws and the Board of Directors.

b.      PRESIDENT – ELECT – The President-elect shall assume the duties of the President in the absence

of the President or in the event of vacancy; shall automatically succeed to the office of President for the next term; shall perform such other duties as assigned by these by-laws or by the Board of Directors.

c.       SECRETARY – The Secretary shall oversee the proper recording of the proceedings of all meetings

and shall perform such other duties as assigned by the by-laws or the Board of Directors.

d.      TREASURER – The Treasurer shall supervise the financial affairs of the association and take

appropriate action regarding finances of MeADE at the direction of the Board of Directors; shall perform such other duties as assigned by these by-laws or the Board of Directors.
Article VII – Board of Directors

Section 1.  COMPOSITION.  The Board of Directors shall be composed of the officers and the committee chairpersons.  One active member from each region is encouraged.  The president shall serve as the presiding officer.Section 2.  TERM.  Shall be as specified in Article VI, Section 3.Section 3.  NOMINATION AND ELECTION.  Shall be as specified in Article VIII.Section 4.  DUTIES.  The Board of Directors shall serve as the governing body of MeADE and is empowered to act in the interim between meetings of the general voting membership.  The Board shall report such actions to the membership at the next general meeting or by mail.  The Board of Directors 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 a minimum of two times a year.b.      The president may call special meetings upon notification of the Board. c.       A vote by postal or e-mail, telephone conference call or fax is authorized when necessary.

Section 6.  QUORUM.  A majority of the members of the Board shall constitute a quorum.Section 7.  EXECUTIVE COMMITTEE.  The Executive Committee consisting of the elected officers and the immediate past-president shall conduct business of the Board of Directors in the interim between the meetings of the Board.  Actions of the Executive Committee shall be reported at the next Board of Directors meeting.  A majority of officers constitutes a quorum.

Article Vlll Nominations and Elections

Section 1. ELECTIONS.  Elections will be held annually for open office positions.Section 2. NOMINATIONS.  Nomination for officers shall be made to the Nominating Committee in writing.  Nominations must be received by the Nominating Committee no later than two months prior to the election. Section 3. Election Procedure.

a.       The slate of nominees presented by the Nominating Committee shall be placed on a ballot which

shall be distributed to all members by postal mail or fax no less than 30 days prior to day of election.

b.      Votes received after the deadline established by the Nominating Committee will not be accepted

for tally.

c.       Election shall be by a plurality of votes cast.d.       The newly elected officers, Board members and Nominating Committee members shall assume their responsibilities on January 1st of every year.

Article IX – Committees

Section 1.  STANDING COMMITTEES.  Standing Committees shall be:

·        Strategic Planning/Professional Education·        Bylaws·        Finance ·        Nominating  ·        Communications and Public Relations·        Legislative

Section 2.  GENERAL PROCEDURES.

a.       The incoming President upon approval of the Executive Committee, shall appoint the chairs of all committees except the Nominating Committee.  All chairs must be Active members.b.      The President shall be an ex-officio member of all committees except the Nominating Committee.c.       All committees shall be composed of al least a chairperson and one other member, except the Nominating Committee which shall be composed of three active members.d.      Committees shall report to the Board of Directors.

Section 3.  DUTIES.

a.       STRATEGIC PLANNING COMMITTEE / PROFESSIONAL EDUCATION– will provide leadership in planning and meeting the necessary objectives and requirements for a local AADE chapter; will provide planning for regular business meetings and special educational events.b.      FINANCE COMMITTEE – responsible for the financial affairs of the Chapter. c.       MEMBERSHIP COMMITTEE: shall periodically review membership requirements; assist with membership recruitment; review and approve applicants for membership; be responsible for member compliance with requirements; distribute membership roster to Secretary; and issue cancellation of membership for non-payment of dues or voluntary cancellation d.      NOMINATING COMMITTEE – shall be composed of at least three Active members appointed to one-year terms, with the immediate past president serving as Chair.e.       BYLAWS – shall review the MeADE Bylaws and recommend amendments as necessary, and assist in creating Policies & Procedures as assigned by the Board of Directors.f.        COMMUNICATIONS AND PUBLIC RELATIONS COMMITTEE – shall be responsible for electronic communication including the MeADE Website and shall promote awareness of the mission of MeADE to the public and to healthcare providers.g.       LEGISLATIVE – shall keep the membership informed and proactive in regards to legislative issues that concern diabetes educators and their practice as well as serving as a liaison to AADE on legislative issues.