By-laws

BYLAWS OF
THE
DELAWARE SLEEP SOCIETY

ARTICLE 1: NAME
The name of the Society is the Delaware Sleep Society (“Society”).

ARTICLE 2: PURPOSE AND GOALS
The Society has been organized to operate exclusively for scientific and educational purposes, and act as a representative voice for sleep professionals in the State of Delaware and more specifically:

Section 2.1 To promote and support research and education in polysomnography and sleep medicine.

Section 2.2 To encourage and assist in the advancement of scientific and technical standards of polysomnographic technology.

Section 2.3 To protect and preserve both the patient and public trust in doctoral-level sleep clinicians and polysomnographic technologist by promoting the highest level of clinical standards for patient care and safety and to produce the highest quality of polysomnographic data and patient care.

Section 2.4 To promote increased awareness of sleep research, sleep medicine and treatment of sleep disorders.

Section 2.5 To promote and improve standards of training and qualifications for doctoral-level sleep clinicians and polysomnographic technologists.

Section 2.6 To provide a unified voice for sleep professionals in matters of insurance coverage and reimbursement, testing standards and the application of treatment modalities for sleep disorders.

Section 2.7 To develop and maintain the essentials to perpetuate the Society and its objectives.

ARTICLE 3: FUNDS, DUES, AND ACTIVITIES
Funds of the Society shall consist of monies raised by annual dues levied on the members, voluntary contributions to the Society, and income from any other source approved by the Board of Directors. No part of the net earnings of the Society shall inure to the benefit of any private shareholder or individual.

ARTICLE 4: REGISTERED OFFICE

Section 4.1 The principal office for the transaction of business of the Society shall be located in the State of Delaware or at such place as the Board of Directors designate.

Section 4.2 The Society may have such other offices as directed by the Board of Directors.

Section 4.3 The Society will obtain and maintain status as a registered agent in the State of Delaware as required by the General Corporation Law of the State of Delaware

ARTICLE 5: MEMBERS

Section 5.1 The Society shall be composed of five classes of members as determined by the Board of Directors: doctoral members, polysomnographic members, student members, Institutional members and affiliate members.

Subsection 5.1.1 Doctoral members shall be those individuals who hold a M.D., D.O., Ph.D., D.D.S., or D.M.D. Degree. Individuals holding another doctoral degree in a health care or biomedical field are also included in this membership class. All Doctoral members should be active in sleep disorders medicine, sleep research, or sleep education. Doctoral members pay annual dues set by the Board of Directors. Doctoral members have full voting privileges. Doctoral members may serve as officers on the Board of Directors and on Committees.

Subsection 5.1.2 Polysomnographic members shall be those individuals whose primary employment is in the Sleep Technology Profession. Polysomnographic members who are registered polysomnographic technologists (RPSGT) may serve on the Board of Directors and on Committees. Polysomnographic members pay annual dues set by the Board of Directors. Polysomnographic members have full voting privileges.

Subsection 5.1.3 Student members shall be those individuals seeking a degree, who are currently enrolled in a health care or biomedical, degree-granting institution. All student members should be pursuing a degree leading to participation in sleep disorders medicine, sleep research or sleep education. Student membership also applies to residents and fellows. Student members pay annual dues set by the Board of Directors. Student members do not have voting privilege and are not eligible to serve on the Board of Directors or Committees.

Subsection 5.1.4 Institutional members shall be any health care delivery, educational or manufacturing, corporation, institution or organization that has a special interest in sleep disorders medicine, sleep research, or sleep education. Institutional members pay annual dues set by the Board of Directors. Institutional members do not have voting privileges and may not serve on the Board of Directors or on Committees.

Subsection 5.1.5 Affiliate members shall be those individuals who have special training in the health care field and are active in aspects of sleep medicine. Affiliate members pay annual dues set by the Board of Directors. Affiliate members do not have voting privileges and are not eligible to serve on the Board of Directors or Committees.

Section 5.2 Procedures for Membership

Subsection 5.2.1 Individuals who desire to become a member of the Society must submit an official application and payment of membership dues to the state office via mail or electronic means as approved and directed by the Board of Directors.

Subsection 5.2.2 Resignation of Members.
Any member may resign from the Society by providing written notice of such intention to the Secretary. Resignation shall not relieve a member of any financial obligations to the Society. The Society will not refund any dues of any member who resigns.

Subsection 5.2.3 Transfer of Membership.
Membership of the Society is not transferable or assignable.

Subsection 5.2.4 Membership Dues.
The Board of Directors may establish the initial and/or annual dues for membership in the corporation. The billing and collection of dues shall be in a manner prescribed by the Board of Directors.

Subsection 5.2.5 Membership Year.
The membership year shall end December 31; however, any new member who joins between October 1 and December 31 shall be entitled to membership through December 31 of the following year upon payment of any applicable annual dues. There will be no prorating of dues for partial years.

Subsection 5.2.6 Termination of Membership.
Membership for any class of member as defined in Article 5.1 shall be automatically terminated if applicable annual membership dues are not paid in full prior to the 90th day after the beginning of the current membership year as provided in Article 5.2.5.

Section 5.3 Annual Business Meeting of the Board of Directors.
There shall be at least one annual business meeting of the Board held during the calendar year. Meetings of the membership will be held pursuant to action by the Board of Directors.

ARTICLE 6: VOTING BY MAIL
Voting for candidates for vacancies of the Officers and Board of Directors shall be done by mail, or electronic mail, as approved and directed by the Board of Directors.

ARTICLE 7: OFFICERS

Section 7.1 Officers: The Officers of the Society shall be a President, Vice-President, Immediate Past-President, Secretary, and Treasurer. The position of Immediate Past-President will be vacant until the completion of the first term of the first President of the Society.

Section 7.2 Officers as Directors: All Officers are members of the Board of Directors and report to the President.

Section 7.3 Eligibility
  • Only Members in good standing shall be eligible to serve as Officers of this Society.
  • A Member employed exclusively by a Durable Medical Equipment, Prosthetics, Orthotics, and Supplies (DMEPOS) shall be ineligible to serve as Officers of this Society.
Section 7.4 Election and Term of Office
  • The President shall serve a term of two (2) years as President.
  • Following his or her two-year term as President, he or she will serve a two (2) year term as Immediate Past President.
  • The Vice-President shall serve a term of two (2) years. The Vice-President shall be eligible to serve a maximum of two consecutive terms. The Vice-President may serve more than two terms if they are non-consecutive.
  • The Secretary shall serve a term of two (2) years as Secretary. The Secretary shall be eligible to serve a maximum of two consecutive terms. The Secretary may serve more than two terms if they are non-consecutive.
  • The Treasurer shall serve a term of two (2) years as Treasurer. The Treasurer shall be eligible to serve a maximum of two consecutive terms. The Treasurer may serve more than two terms if they are non-consecutive.
  • Each Director at Large shall server a term of two (2) years. Each Director at Large shall be eligible serve a maximum of two consecutive terms. Each Director at Large may serve more than two terms if they are non-consecutive.
  • Terms of office shall commence and officers shall be installed as the First Order of Business under New Business at the Annual Business Meeting.
Section 7.5 Vacancies
  • In the case of death, incapacity or resignation of the President the vacancy shall be filled by the Vice-President.
  • In the case of death, incapacity, expulsion or resignation of the Vice-President, Secretary, or Treasurer the vacancy may be filled by action of the Board of Directors.
  • The fulfillment of a vacancy shall not constitute a term.
  • A successor so appointed shall serve until the next election of the Society in which they become eligible for general election.
Section 7.6 President
  • The President shall be the Chief Executive Officer of the Society with responsibility for the general supervision, direction and control of the business affairs of the Society in conformity with Society policies.
  • The President shall serve as the Chair of the Board of Directors and with the approval of the Board of Directors shall appoint committee chairs, may appoint a parliamentarian, shall be an ex-officio member of all committees except the Nominating Committee, and shall submit the Annual Report to the general membership.
  • The President may appoint a liaison officer to doctoral affiliates, other technological societies and technological credentialing bodies.
  • The President shall preside at the Annual Business Meeting, the meetings of the Board of Directors, Executive Committee, Membership Meetings, and shall have such powers and duties as may be prescribed by the Board of Directors.
  • The President shall approve all committee members.
  • It shall be the duty of the President to ensure that all Officers and members of the Board of Directors take an active part in the regular business of the Society.
  • At the completion of their term, the outgoing President shall serve on the Board of Directors for two (2) years as Immediate Past President and have the same duties as those of a Board member.
  • The position of President shall be held either by a Doctoral member or a Polysomnographic Member who is a registered polysomnographic technologist (RPSGT).
Section 7.7 Vice-President
  • In the absence or disability of the President, the Vice-President shall assume all the duties, powers, obligations and privileges of the President.
  • The Vice-President shall have such other powers and duties as may be prescribed by the Board of Directors.
  • The position of Vice-President shall be held either by a Doctoral member or a Polysomnographic Member who is a registered polysomnographic technologist (RPSGT).
Section 7.8 Secretary
  • The Secretary shall keep a correct and complete permanent record of the proceedings of the meetings and transactions of the Society.
  • The Secretary shall submit full and complete records of proceedings for approval by the Board of Directors and/or general membership.
  • The Secretary shall have such other powers and duties as may be prescribed by the Officers and Board of Directors.
  • The Secretary shall submit an updated membership list indicating members’ status to the President, Secretary and Managing Editor of any official publications.
  • The position of Secretary shall be held either by a Doctoral member or a Polysomnographic Member who is a registered polysomnographic technologist (RPSGT).
Section 7.9 Treasurer
  • The Treasurer shall be the Chief Financial Officer of the Society.
  • The Treasurer shall monitor the receipts and distribution of funds of the
  • Society and shall present quarterly financial reports to the Board of Directors.
  • The Treasurer shall submit an annual financial report to the Board of Directors for approval. An audit may be called, at any time, by the Board of Directors to be performed by a Certified Public Accountant
  • The Treasurer shall have such other powers and duties as may be prescribed by the Officers and Board of Directors.
  • The position of Treasurer shall be held either by a Doctoral member or a Polysomnographic Member who is a registered polysomnographic technologist (RPSGT).
Section 7.10 Directors at Large
  • There shall be three Director at Large positions. Each Director shall represent a different county in the state.
  • Each Director at Large shall have such other powers and duties as may be prescribed by the Officers and Board of Directors.
  • The position of Director at Large shall be held either by a Doctoral member or a Polysomnographic Member who is a registered polysomnographic technologist (RPSGT).

Section 7.11 Resignation: Any Officer may resign at any time by submitting a written resignation to the Board of Directors.

ARTICLE 8: BOARD OF DIRECTORS

Section 8.1 Composition: The Board of Directors shall consist of the President, Vice-President, Immediate Past-President, Secretary, Treasurer, and three Directors-At-Large elected by the eligible voting members of the Society. There shall be one Director-At-Large representing each county in Delaware. The Board may be composed of any ratio of Doctoral members and Polysomnographic Members.

Section 8.2 Terms: Each member of the Board of Directors shall be elected for a two (2) year term.

Section 8.3 Powers and Duties: Between Annual Business meetings of the
Society, the property, business and affairs of the Society shall be directed by the Board of Directors, subject to the limitations of the Articles of Incorporation and these Bylaws. All corporate powers shall be exercised by or under the authority of the Board of Directors.

Subsection 8.3.1 Duties
  • To study, determine, and execute the short-term and long-range plans of the Society for its continued growth and financial stability, development of policies and periodic assessment of the needs of the membership, surveillance, and the continual maintenance of the Society.
  • Establishment of standing rules.
  • Creation and conferment of special awards.
  • Acceptance, on behalf of the Society, of grants, contributions, gifts, bequests, or other property to further the purposes of the Society.
  • Consideration and action on matters relating to membership complaints and grievances.
  • Appointment of the Chair of the Nominating Committee.

Section 8.4 Executive Committee:The Executive Committee of the Board of
Directors shall be comprised of the President, Vice-President, Immediate Past-President, Secretary and Treasurer.

Subsection 8.4.1 Duties
  • To authorize expenditures within the guidelines set by the Board of Directors. To conduct any business of the Society which may arise between meetings of the Board of Directors and which may require immediate action. The Executive Committee shall have full power and authority to exercise judgment and make decisions as required safeguarding the Society, subject to review at the next meeting of the Board of Directors.
  • To perform such other duties as delegated by the Board of Directors.

Section 8.5 Quorum: The presence of a majority of the voting Directors at the beginning of a meeting shall constitute a quorum for conducting Board business for the entire meeting. In the absence of a quorum, a majority of the Board of Directors present may adjourn to meet again at a stated day and hour or on call of the President.

Section 8.6 Voting: Cumulative voting shall not be allowed. Each Officer and Director shall have one vote. There shall be no voting by proxy. The President shall only vote in case of a tie.

Section 8.7 Action without Meeting: Any action required or permitted to be taken between regular or special meetings of the Board may occur without a meeting if consent is given by all of the Directors.

Section 8.8 Telephone Conference Calls: Directors may participate in any Board or committee meeting by means of a conference telephone call, web-meeting or any similar communications equipment which allows all persons participating in the meeting to hear each other at the same time.

Section 8.9 Eligibility
  • Only a Member in good standing shall be eligible to serve on the Board of Directors.
  • Each Officer and Director must be actively engaged in the practice (clinical, research, or education) of sleep medicine within six (6) months preceding their installation.
  • Each Officer and Director must complete an annual conflict-of-interest statement that will be reviewed by the Executive Committee.
Section 8.10 Vacancies
  • In the case of death, incapacity or resignation of the President the vacancy shall be filled by the Vice-President.
  • Other unscheduled vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining Officers and Directors then in office, even though less than a quorum, or by the sole remaining Officer and/or Director. Nominations for filling such vacancies shall be made only for the purpose of maintaining the number of Directors as established by Article 8, Section 8.1 of the Bylaws.
  • A successor Director shall serve until the next election of the Society in which he or she becomes eligible for general election.
  • The fulfillment of a vacancy shall not constitute a term.

Section 8.11 Resignation: Any Director may resign at any time by submitting a written resignation to the Board of Directors.

Section 8.12 Meetings
  • Regular meetings of the Officers and Board of Directors shall be held at least once each calendar year. Written notice of the time and place of the regular meeting shall be sent by mail, email, or other mode of transmittal to each Director at least thirty (30) days prior to the time of holding such regular meetings.
  • Special meetings of the Board may be held upon the call of (1.) the President or (2.) Fifty (50%) of seated Directors at such reasonable times and places as the President may designate. Notice of the time and place of special meetings shall be given to each Director at least forty-eight (48) hours prior to the time of holding all such meetings.
  • Any Director may waive their right to be notified of any meeting. This waiver shall be signed and in writing. It may be signed before or after the meeting.
  • A Director attending any Board meeting waives the right to notice of that meeting, unless the Director attends the meeting only for the express purpose of objecting to the transaction of business at the meeting.

Section 8.13 Agenda: Any Director who wishes to place items on the agenda of any regular meeting of the Board shall send the items to the President for receipt no later than fifteen (15) days prior to the meeting date.

Section 8.14 Compensation of Directors: Directors shall not receive any regular compensation for their service as Directors, but the Board may authorize reimbursement of reasonable expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses. Nothing shall preclude an Officer or Director from serving in any other capacity and receiving compensation for such services.

Section 8.15 Absence: Any Director unable to attend a meeting shall, in a letter addressed to the President or Secretary, state the reason for their absence. The President or designee will accept or reject the reason for their absence and notify the Director within forty-eight (48) hours upon the receipt of the Directors letter.

Section 8.16 Contracts and Conveyances.
The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to execute any contract, conveyance, mortgage or other instrument on behalf of the Society, or may ratify or confirm any execution. When the execution of any instrument has been authorized without specification of the executing officers or agents, the chairperson, the president or any vice president, and the secretary or treasurer may execute the same on behalf of the corporation and may affix the corporate seal thereto.

Section 8.17 Orders for Payment of Money.
All checks, drafts, or orders for the payment of money, notes, bonds or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, or such other person or persons as shall from time to time be determined by resolution of the Board of Directors.

Section 8.18 Gifts.
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or device for general purposes or for any special purpose of the corporation

ARTICLE 9: INDEMNIFICATION of OFFICERS, DIRECTORS, EMPLOYEES, and OTHER AGENTS

Section 9.1 Definitions: For the purpose of this Article, “agent” means any person who is or was a Directors, Officer, employee, or other appointee of the Society or is or was serving at the request of the Society as a Director, Officer, Committee member, appointee, or employee; “proceeding” means any threatened, pending or completed action, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorneys’ fees incurred while establishing a right to indemnification under this Article.

Section 9.2 Indemnification
  • In the event any agent of the society shall be named a party to litigation or any claim or allegation is made against any agent of the society arising directly as a result of the agent’s act or omissions or alleged acts or omissions as an agent of the society which required the agent to defend said litigation, claim or allegation, or pay any financial damages resulting there from, the affected agent shall be held harmless and indemnified by the Delaware Sleep Society for all costs of defense, liability or financial damages that result from such litigation, claim or allegation. This By-Law shall be applicable insofar as it is not in conflict with federal or state statute or common law.
  • Exception is made in cases where the indemnified individual is adjudged guilty of willful misfeasance or malfeasance in the performance of duties.
  • The right of indemnification shall be in addition to and not exclusive of all other rights to which indemnified individuals may be entitled.

ARTICLE 10: RULES OF ORDER
The current Robert’s Rules of Order will govern in respect to meetings, elections, and procedural matters when not in conflict with the By-Laws of the Delaware Sleep Society.

ARTICLE 11: COMMITTEES, COUNCILS, APPOINTEES and LIAISONS

Section 11.1 Committees, Councils, Appointees and Liaisons
  • There shall be committees, councils, appointees and liaisons as required to carry on the work of the Society.
  • The Officers and Board of Directors are empowered to create, combine or dissolve committees, councils, and liaisons, or to change their composition or responsibilities as the need may arise.
  • The chairperson(s) of each committee and council and the liaisons shall be appointed by the President with approval of the Board of Directors. However, the chair of the Nominating Committee shall be appointed by the Board of Directors.
  • The term of the appointee, liaison, committee chair and committee members shall correspond to the Presidential term, unless a specific term is otherwise approved by the Board of Directors.
  • The members of any committee or council shall be appointed by the committee and council chair and are subject to the approval of the President.

Section 11.2 Standing Committees:Members of all Standing Committees shall be nominated by the Committee Chairpersons and shall be subject to confirmation by the Board of Directors.

  • The Chairs of all Standing Committees unless otherwise specified in these bylaws shall be designated by the Board of Directors.
  • No Member of a Standing Committee may serve more than two consecutive two-year terms, but an individual may serve as a consultant if it is believed he/she has special expertise that would continue to help the Committee beyond the individual’s term. In such capacity, he/she shall have no vote.

Section 11.3 Nominating Committee: The Nominating Committee shall be composed of three members: President, Vice-President, and Immediate Past President. The duties of the Nominating Committee shall include

  • Request and receive nominations from members of the Society for the positions for President, Vice-President, Secretary, Treasurer, Director(s) and awards presented by the Society.
  • Review all recommendations received, and
  • Submit a report to the Board of Directors at its annual meeting with recommendations.

Section 11.4 Audit Committee: The Audit Committee shall assist the Society Board of Directors in ensuring compliance with legal and ethical standards and in selecting and hiring of the internal and independent auditors.

ARTICLE 12: FINANCES, DUES AND ASSESMENTS

Section 12.1 Fiscal Year: The Fiscal Year of the Society shall coincide with the calendar year.

Section 12.2 Budget
  • Fiscal and money policies shall be established by the Board of Directors.
  • Upon recommendation of the Treasurer, the Board of Directors shall adopt a balanced annual operating budget covering all activities of the Society.
Section 12.3 Dues
  • Dues are subject to change by a majority of the voting members at the Annual Business Meeting of the Board of Directors.
  • Dues shall be paid annually and are not refundable.
  • Annual dues shall be due upon receipt of a statement from the Treasurer and shall be considered delinquent within ninety (90) days thereafter.

ARTICLE 13: DISSOLUTION In the event of dissolution or final liquidation of the Society, all of its assets remaining after payment of it obligations have been made or provided for shall be distributed to a non-profit entity engaged in activities substantially similar to the Society. Distribution of funds shall be designated by the Board of Directors.

ARTICLE 14: COMPENSATION
Officers, Directors and Committee members shall serve without compensation.

ARTICLE 15: ADDITIONAL APPOINTMENTS

Appointments may be made by the President, with the approval of the Board of

Directors, to carry out functions not otherwise outlined in these Bylaws.

ARTICLE 16: AMENDMENTS

Section 16.1 Procedure to Amend Articles of Incorporation: The Articles of Incorporation may be amended in accordance with the procedure outlined in the General Corporation Law of the State of Delaware. The Amended Articles shall be executed and filed in accordance with the afore stated law.

Section 16.2 Procedure to Amend the Society Bylaws
  • Amendments may be presented in writing to the President by any member in good standing. The President shall forward proposed amendments within thirty (30) days of receipt to all members of the Board of Directors.
  • Amendments to the Bylaws may be made by a two-thirds (2/3) vote of the Board of Directors. Action to amend may be initiated by the President or by a Director. Director-proposed amendments shall be submitted to the President at least two (2) months before the Annual Board Meeting, together with justification to all Directors at least one (1) month prior to the Annual Board Meeting. Voting shall follow discussion of the proposed amendments.
  • Any changes in the Bylaws will be circulated to the Membership in a Society publication.

ARTICLE 17 DISCIPLINE

Section 17.1 Any member of the Society may be censured, placed on probation, suspended or expelled under the following circumstances after due notice and hearing set forth below:

  • For violation of the bylaws of the Society.
  • For acts of serious misconduct which bring discredit to either the Society, sleep technology or sleep medicine.
  • If a member has been convicted, adjudged or otherwise recorded as guilty by any court of a competent jurisdiction of a felony or a crime involving moral turpitude.
  • If a member has been adjudged guilty of violation of law or regulation relating to his or her practice of sleep technology or sleep medicine by an administrative agency of the government.
Section 17.2 Notification and Hearing
  • The accused member shall be notified in writing by certified mail of the charges made against him/her and offered the opportunity to respond in writing within 15 days of receipt of notice. The notice shall include a summary of the reasons for the proposed probation, suspension or expulsion.
  • A hearing of any charges shall be promptly conducted by the Board of Directors at such time and such place as it determines, but in no event may the hearing be conducted until at least 15 days after the accused has been notified by certified mail of the charges and the time and place of the hearing and less than five days before the effective date of the probation, suspension or expulsion.
  • The Board of Directors may have administrative and legal council at their own expense present at any hearing to advise it. At the discretion of the Board of Directors, the complainant and/or the accused may have legal council present with them, but any such legal council may be excluded from attending or participating in the proceedings at any time at the discretion of the Board of Directors.
  • A comprehensive record of the hearing must be made. The decision of the Board of Directors shall be by two-thirds (2/3) majority vote by secret ballot. A report shall be made in writing containing the findings and the recommended disciplinary action, if any.
  • The decision concerning the accused shall be, to acquit, to censure, to place on probation, to suspend or to expel. The President shall promptly transmit copies of the decision to the accused by certified mail and to other parties involved at the President’s discretion.
  • In any event, disciplinary procedures will be in accordance with federal and state laws in effect at the time a complaint or action is received or deemed necessary.
  • A proceeding challenging a termination, expulsion or suspension, including a proceeding in which defective notice is alleged, must begin within one year after the effective date of the expulsion or suspension.

Section 17.3 Reinstatement
On written request signed by a former member and filed with the Secretary, the Board of Directors, by the affirmative vote of two/thirds (2/3), may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate.