BYLAWS OF THE CHINESE-AMERICAN SOCIETY OF NEPHROLOGY
A Nonprofit Corporation
Last amended: Jan. 18, 2016
I. NAME AND SEAL
Section I-1. The name of the corporation shall be THE CHINESE-AMERICAN SOCIETY OF NEPRHOLOGY, hereinafter referred to as "CASN".
Section I-2. The corporate seal of the corporation, if one is desired and provided for, shall have inscribed thereon the name of the corporation and the date of its incorporation.
II. PURPOSES AND OBJECTIVES
Section II-1. The purposes for which the corporation is organized are:
Section II-2. Under no circumstances should any of the next earning inure to the benefit of any members or directors, or to the benefit of any private individuals.
III. MEMBERSHIP
Section III-1. Members.
Membership shall be in the three (4) categories of:
Members in any category are eligible for awards from the society, including the Young Investigator Award and Outstanding Trainee Award.
Section III-2. Membership Application.
Application for Active, Associate, and International membership shall be submitted to the Board of Directors for approval, and qualification shall be determined from time to time by the Board of Directors. Membership for Honorary Members is by invitation only, upon proposal being made by an Active Member to the Board of Directors and the approval by the board.
Section III-3. Membership Revocation.
The Board of Directors may revoke the membership of any member for sufficient cause.
Section III-4. Voting.
Active Members shall be entitled to vote in person in the Annual Meeting or other members’ meetings. No proxy votes shall be permitted. Associate and Honorary Members shall not be eligible to vote.
Section III-5. Annual Meeting.
An Annual Meeting of members will be held contemporaneously with the Annual Meeting of the American Society of Nephrology.
IV. BOARD OF DIRECTORS
Section IV-1. Management.
The business and affairs of the corporation shall be managed by a Board of Directors which shall consists of thirteen (13) Active Members elected at the Annual Meeting by a majority of those members entitled to vote.
Section IV-2. Composition.
The Board of Directors shall be representative of the community of Chinese American nephrologists or nephrology-related scientists. Each director shall have one vote when present in meeting of the Board of Director, and no proxies will be permitted.
Section IV-3. Term of Directors.
The term of directors shall be for a period of two (2) years. There is a limit of six (6) terms each director may serve. The term limit clock is retrospectively set to take effect from 2011. The renewal requires a request by the member (by email to the president and the Executive Director/Chair of the Board of Directors) at least ten (10) days before the CASN annual meeting. Such requests will be discussed at the annual meeting and renewal will be granted if approved by the majority of the active board members. Each board member is expected to participate in various CASN activities by joining one of the CASN committees. Each member is required to personally attend the CASN annual meeting at least once within his/her term, unless approved by the president and the board for extraordinary circumstances. Board members are expected to help with CASN fund raising, recruitment of new members to CASN, and sharing the mission of CASN with others under their influence. Board members are also expected to promptly respond to voting requests and participate in board discussion.
To ensure continuity of the society, the Executive Director, Secretary, and Treasurer are not subjected to the term limitations as long as they hold such positions.”
Section IV-4. Vacancies.
Vacancies will be filled by the board, and the appointed director shall serve until the next Annual Meeting of members when the membership shall elect a director to fill any remainder of the term of the preceding director.
Section IV-5. Removal and Resignation.
Any director may be removed for any reason by a vote of at least seven (7) of all directors then in office at a special meeting called for that purpose. The board will vote to accept or reject resignations.
Section IV-6. Compensation.
The corporation shall not compensate members, directors or officers for their services as such. However, the board, by resolution, may provide for payments to members, directors, or officers, if any, to defray actual expenses incurred in pursuit of their corporate responsibilities.
Section IV-7. Election of Officers.
The Board of Directors shall elect a President, a President-elect, an Executive Director, a Secretary, and a Treasurer as officers of the corporation. A person may hold two or more offices as the board may deem fit. In addition to the powers and authorities expressly conferred upon them by these by-laws, the board may exercise all powers of the corporation, and may do all such acts and things as are not by statute or by these by-laws prohibited.
Section IV-8. Meetings Notice.
Meetings of the Board of Directors may be held at the principal office of the corporation or at such other place as majority of the directors may from time to time designate or as may be designated in the notice calling the meeting. Regular meetings will be held at regular intervals as determined by the Board of Directors.
Notice of regular meetings of the Board of Directors shall be given in any manner as deemed appropriate by the Board of Directors.
Special meetings of the Board of Directors may be called in like manner, and on like notice, on the written petition of at least two (2) directors. Petitioned meetings can only be held after the expiration of seven (7) days after the presentation of the petition. The petition must state the subjects to be discussed, and the meeting will be limited to those subjects.
Emergency meetings may be called by the President with diligent efforts made to reach every board member with twenty-four (24) hour notice.
Section IV-9. Waiver of Notice.
Either before or after any meeting of the Board of Directors any director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to giving of such notice. Attendance by a director at any meeting of the board shall be a waiver by the director of notice of the time and place thereof. If all the directors are present at any meeting of the board, no notice shall be required and any business may be transacted at such meeting.
Section IV-10. Quorum.
At all meetings of the Board of Directors Seven (7) board members will constitute a quorum for the transaction of business, and the acts of the majority of the directors present and voting at a meeting at which quorum is present shall be acts of the Board of Directors. At any meeting of the Board of Directors, a quorum is needed to conduct business. If a quorum is not present, the meeting shall be adjourned, and cannot be reconvened until the entire Board of Directors has been given proper notice as stated in these by-laws. At any such adjourned meeting no business shall be transacted.
Section IV-11. Consent.
If all directors shall severally or collectively consent in writing to any action to be taken by the corporation, such action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors.
Section IV-12. Honorary Board of Directors
CASN invites up to eleven (11) individuals with international recognition of contributions or influences to science and medicine and with continued interests and support to CASN to serve as “Honorary Board of Directors”. Candidates will be nominated by at least two active board members and will be approved by the majority of the active board members. Honorary Board members will not be eligible to become the president and will not participate in voting. The term of the ‘Honorary Board of Directors” is two years. There is no limit to the number of terms that each Honorary Board member may serve. The renewal requires a request by the member (by email to the president and the Executive Director/Chair of the Board of Directors) at least ten days before the CASN annual meeting. Such requests will be discussed at the annual meeting and renewal will be granted if approved by the majority of the active board members. Within each 2-year term, each Honorary Board member is expected to participate in the CASN annual meeting at least once. Honorary Board members are also expected to help with CASN fund raising, recruitment of new members to CASN, and sharing the mission of CASN with others under their influence. Honorary Board members do not need to attend the board business meeting at the end of the annual CASN meeting.
V. OFFICERSSection V-1. Number.
The executive officers of the corporation shall be a President, a President-elect, an Executive Director, a Secretary, and a Treasure, all of which shall be elected by the Board of Directors from active Board members.
Section V-2. Election.
The election of officers shall take place at the first meeting of the Board of Directors.
Section V-3. Term and Removal.
The officers of the corporation shall hold office for two (2) years, or until their respective successors are chosen and have qualified. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby. If the office of any officer shall become vacant for any reason, the vacancy shall be filled by the Board of Directors. There shall be no limit to the number of terms officers may serve, provided however, that the President may not serve more than a maximum of two consecutive terms. Any agents and employees, if any there be, other than officers elected by the Board of Directors, shall hold office or employment at the discretion of the Board of Directors.
Section V-4. President.
The President shall be the chief executive office of the corporation and shall have the general responsibility and control of all business and affairs of this organization. The President shall preside at the Annual Meetings and at other meetings as needed. The President shall serve as ex-officio member of all standing committees. The term of the president shall be for a period of two (2) years, non-renewable. The past president may stay on the board to continue his/her term as a board member and his/her board membership is eligible for renewal.
Section V-5. President-elect.
Duties: In the absence, vacancy due to resignation or otherwise or disability of the President, the President-elect shall assume the duties and responsibilities of the President. The President-elect shall execute assignments as delegated by the President.
Qualification: The President Elect must be a board member and have served on the board for at least one year. The candidates should submit an updated CV as well as a one page his/her vision of the society.
Nomination and Election: The nomination process shall be anonymous. Each board member may nominate one candidate. All votes shall be sent to at least two members of the advisory board who do not vote. Nominees have the right to vote. The President-Elect will become President on the day of annual meeting. The next President-Elect shall be elected in conjunction with, or shortly after, the annual board meeting, before the end of January of the following year at the latest. The President-Elect shall be announced shortly after the election via the society website and Newsletter.
Section V-6. Executive Director.
The Executive Director shall function as the Chair of the Board of Directors.
Section V-7. Secretary.
The Secretary shall prepare the agenda and keep minutes of all meetings. He/she shall maintain up-to-date records of: (a) CASN by-laws and its amendments, (b) membership roster and (c) other correspondence, and (d) mailing and distributing information.
Section V-8. Treasurer.
The Treasurer shall have custody of the corporation funds and securities, and shall keep full and accurate accounts of receipts and disbursements in book belonging to the corporation. The Treasurer shall deposit all monies and other valuable effects in the name, and to the credit, of the corporation in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall prepare an annual financial statement at the annual meeting.
VI. ADVISORY COMMITTEESSection VI-1. Establishment.
The board, by resolution of a majority of the directors then in office, may create one or more advisory committees to assist it in achieving the goals of the corporation. Appointments to the advisory committees shall be by majority vote of the board.
Section VI-2. Membership and Meetings.
Any person, whether a member of the corporation or not, shall be eligible to serve on an advisory committee of the corporation. Meetings of the advisory committees shall be at the discretion of a majority of the committee members.
VII. MEMBERSHIP DUESSection VII-1. Dues. Membership dues shall be assessed annually in an amount stipulated by the Board of Directors. Honorary Members are exempt from payment of dues.
VIII. MISCELLANEOUS PROVISIONSSection VIII-1. Checks and Notes.
All checks, drafts, trade acceptances, and promissory notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
Section VIII-2. Fiscal Year.
The fiscal year of the corporation shall commence on January 1 of each year.
Section VIII-3. Deposits.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board may from time to time select or as may be selected by an officer or employee of the corporation to whom such power may from time to time be delegated by the board. For the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the board, may endorse, assign, and deliver checks, drafts or other orders for payment of money which are payable to the order of the corporation.
Section VIII-4. Acceptance of Gifts and Donations.
No gifts, donations, bequest or subscription to the corporation shall be deemed to have been accepted until acted upon affirmatively by the Board of Directors.
Section VIII-5. Books and Records.
The corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its Board of Directors. It shall also keep at the principal office of the corporation a record of the names and addresses of the board and any committee members. All books and records of the corporation may be inspected by any director or the director’s agent, at a reasonable time and in a reasonable manner.
IX. AMENDMENTSThese by-laws may be altered, amended, or repealed at any regular or special meeting of the Board of Directors by a vote of at least seven (7) of all directors then in office, subject to the following limitations: (1) Notice of any proposed change shall have been mailed to each director no less than seven (7) days prior to such meeting; (2) No amendment may extend the term of any director beyond that for which such director was elected; (3) No amendment may increase the terms of directors or increase the number of directors without approval of the members at the annual meeting of members.
A Nonprofit Corporation
Last amended: Jan. 18, 2016
I. NAME AND SEAL
Section I-1. The name of the corporation shall be THE CHINESE-AMERICAN SOCIETY OF NEPRHOLOGY, hereinafter referred to as "CASN".
Section I-2. The corporate seal of the corporation, if one is desired and provided for, shall have inscribed thereon the name of the corporation and the date of its incorporation.
II. PURPOSES AND OBJECTIVES
Section II-1. The purposes for which the corporation is organized are:
- To foster and promote the professional growth of nephrologists and nephrology-related scientists of Chinese heritage;
- To encourage the exchange of ideas among nephrologists and nephrology-related scientists of Chinese heritage concerning nephrology and related practice in the pursuit of scientific knowledge in this field, to the benefit of its members and the public at large;
- To provide educational, research and professional opportunities for nephrologists and nephrology-related scientists of Chinese heritage;
- To promote the professional well-being of nephrologists and nephrology-related scientists of Chinese heritage;
- To provide a social environment for the exchange of ideas and information among nephrologists and nephrology-related scientists of Chinese heritage;
- To promote exchange of ideas and information between nephrologists and nephrology-related scientists of Chinese heritage in Americas and around the world.
Section II-2. Under no circumstances should any of the next earning inure to the benefit of any members or directors, or to the benefit of any private individuals.
III. MEMBERSHIP
Section III-1. Members.
Membership shall be in the three (4) categories of:
- Active Members - Any nephrologists and nephrology-related scientists of Chinese heritage who are residents of countries in North, Central, or South America;
- Associate Members - Any physician or scientists in nephrology training program who are of Chinese heritage and who are residents of countries in North, Central or South America, and any nephrologists and nephrology-related scientists of Chinese heritage who are not residents of countries in North or Central America; and
- International Members - Any nephrologists or nephrology-related scientists of Chinese heritage who reside outside of North, Central or South America. International members can be elected to the Board of Directors as an “Honorary Member of Board of Directors” – please see Section IV-12.
- Honorary Members - Any nephrologists and nephrology-related scientists of any national heritage or ethnicity and of any location or residence recognized by the Board of Directors as outstanding and have made significant contributions to the science or practice of nephrology.
Members in any category are eligible for awards from the society, including the Young Investigator Award and Outstanding Trainee Award.
Section III-2. Membership Application.
Application for Active, Associate, and International membership shall be submitted to the Board of Directors for approval, and qualification shall be determined from time to time by the Board of Directors. Membership for Honorary Members is by invitation only, upon proposal being made by an Active Member to the Board of Directors and the approval by the board.
Section III-3. Membership Revocation.
The Board of Directors may revoke the membership of any member for sufficient cause.
Section III-4. Voting.
Active Members shall be entitled to vote in person in the Annual Meeting or other members’ meetings. No proxy votes shall be permitted. Associate and Honorary Members shall not be eligible to vote.
Section III-5. Annual Meeting.
An Annual Meeting of members will be held contemporaneously with the Annual Meeting of the American Society of Nephrology.
IV. BOARD OF DIRECTORS
Section IV-1. Management.
The business and affairs of the corporation shall be managed by a Board of Directors which shall consists of thirteen (13) Active Members elected at the Annual Meeting by a majority of those members entitled to vote.
Section IV-2. Composition.
The Board of Directors shall be representative of the community of Chinese American nephrologists or nephrology-related scientists. Each director shall have one vote when present in meeting of the Board of Director, and no proxies will be permitted.
Section IV-3. Term of Directors.
The term of directors shall be for a period of two (2) years. There is a limit of six (6) terms each director may serve. The term limit clock is retrospectively set to take effect from 2011. The renewal requires a request by the member (by email to the president and the Executive Director/Chair of the Board of Directors) at least ten (10) days before the CASN annual meeting. Such requests will be discussed at the annual meeting and renewal will be granted if approved by the majority of the active board members. Each board member is expected to participate in various CASN activities by joining one of the CASN committees. Each member is required to personally attend the CASN annual meeting at least once within his/her term, unless approved by the president and the board for extraordinary circumstances. Board members are expected to help with CASN fund raising, recruitment of new members to CASN, and sharing the mission of CASN with others under their influence. Board members are also expected to promptly respond to voting requests and participate in board discussion.
To ensure continuity of the society, the Executive Director, Secretary, and Treasurer are not subjected to the term limitations as long as they hold such positions.”
Section IV-4. Vacancies.
Vacancies will be filled by the board, and the appointed director shall serve until the next Annual Meeting of members when the membership shall elect a director to fill any remainder of the term of the preceding director.
Section IV-5. Removal and Resignation.
Any director may be removed for any reason by a vote of at least seven (7) of all directors then in office at a special meeting called for that purpose. The board will vote to accept or reject resignations.
Section IV-6. Compensation.
The corporation shall not compensate members, directors or officers for their services as such. However, the board, by resolution, may provide for payments to members, directors, or officers, if any, to defray actual expenses incurred in pursuit of their corporate responsibilities.
Section IV-7. Election of Officers.
The Board of Directors shall elect a President, a President-elect, an Executive Director, a Secretary, and a Treasurer as officers of the corporation. A person may hold two or more offices as the board may deem fit. In addition to the powers and authorities expressly conferred upon them by these by-laws, the board may exercise all powers of the corporation, and may do all such acts and things as are not by statute or by these by-laws prohibited.
Section IV-8. Meetings Notice.
Meetings of the Board of Directors may be held at the principal office of the corporation or at such other place as majority of the directors may from time to time designate or as may be designated in the notice calling the meeting. Regular meetings will be held at regular intervals as determined by the Board of Directors.
Notice of regular meetings of the Board of Directors shall be given in any manner as deemed appropriate by the Board of Directors.
Special meetings of the Board of Directors may be called in like manner, and on like notice, on the written petition of at least two (2) directors. Petitioned meetings can only be held after the expiration of seven (7) days after the presentation of the petition. The petition must state the subjects to be discussed, and the meeting will be limited to those subjects.
Emergency meetings may be called by the President with diligent efforts made to reach every board member with twenty-four (24) hour notice.
Section IV-9. Waiver of Notice.
Either before or after any meeting of the Board of Directors any director may, in writing, waive notice of such meeting, and such waiver shall be deemed equivalent to giving of such notice. Attendance by a director at any meeting of the board shall be a waiver by the director of notice of the time and place thereof. If all the directors are present at any meeting of the board, no notice shall be required and any business may be transacted at such meeting.
Section IV-10. Quorum.
At all meetings of the Board of Directors Seven (7) board members will constitute a quorum for the transaction of business, and the acts of the majority of the directors present and voting at a meeting at which quorum is present shall be acts of the Board of Directors. At any meeting of the Board of Directors, a quorum is needed to conduct business. If a quorum is not present, the meeting shall be adjourned, and cannot be reconvened until the entire Board of Directors has been given proper notice as stated in these by-laws. At any such adjourned meeting no business shall be transacted.
Section IV-11. Consent.
If all directors shall severally or collectively consent in writing to any action to be taken by the corporation, such action shall be a valid corporate action as though it had been authorized at a meeting of the Board of Directors.
Section IV-12. Honorary Board of Directors
CASN invites up to eleven (11) individuals with international recognition of contributions or influences to science and medicine and with continued interests and support to CASN to serve as “Honorary Board of Directors”. Candidates will be nominated by at least two active board members and will be approved by the majority of the active board members. Honorary Board members will not be eligible to become the president and will not participate in voting. The term of the ‘Honorary Board of Directors” is two years. There is no limit to the number of terms that each Honorary Board member may serve. The renewal requires a request by the member (by email to the president and the Executive Director/Chair of the Board of Directors) at least ten days before the CASN annual meeting. Such requests will be discussed at the annual meeting and renewal will be granted if approved by the majority of the active board members. Within each 2-year term, each Honorary Board member is expected to participate in the CASN annual meeting at least once. Honorary Board members are also expected to help with CASN fund raising, recruitment of new members to CASN, and sharing the mission of CASN with others under their influence. Honorary Board members do not need to attend the board business meeting at the end of the annual CASN meeting.
V. OFFICERSSection V-1. Number.
The executive officers of the corporation shall be a President, a President-elect, an Executive Director, a Secretary, and a Treasure, all of which shall be elected by the Board of Directors from active Board members.
Section V-2. Election.
The election of officers shall take place at the first meeting of the Board of Directors.
Section V-3. Term and Removal.
The officers of the corporation shall hold office for two (2) years, or until their respective successors are chosen and have qualified. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the corporation will be served thereby. If the office of any officer shall become vacant for any reason, the vacancy shall be filled by the Board of Directors. There shall be no limit to the number of terms officers may serve, provided however, that the President may not serve more than a maximum of two consecutive terms. Any agents and employees, if any there be, other than officers elected by the Board of Directors, shall hold office or employment at the discretion of the Board of Directors.
Section V-4. President.
The President shall be the chief executive office of the corporation and shall have the general responsibility and control of all business and affairs of this organization. The President shall preside at the Annual Meetings and at other meetings as needed. The President shall serve as ex-officio member of all standing committees. The term of the president shall be for a period of two (2) years, non-renewable. The past president may stay on the board to continue his/her term as a board member and his/her board membership is eligible for renewal.
Section V-5. President-elect.
Duties: In the absence, vacancy due to resignation or otherwise or disability of the President, the President-elect shall assume the duties and responsibilities of the President. The President-elect shall execute assignments as delegated by the President.
Qualification: The President Elect must be a board member and have served on the board for at least one year. The candidates should submit an updated CV as well as a one page his/her vision of the society.
Nomination and Election: The nomination process shall be anonymous. Each board member may nominate one candidate. All votes shall be sent to at least two members of the advisory board who do not vote. Nominees have the right to vote. The President-Elect will become President on the day of annual meeting. The next President-Elect shall be elected in conjunction with, or shortly after, the annual board meeting, before the end of January of the following year at the latest. The President-Elect shall be announced shortly after the election via the society website and Newsletter.
Section V-6. Executive Director.
The Executive Director shall function as the Chair of the Board of Directors.
Section V-7. Secretary.
The Secretary shall prepare the agenda and keep minutes of all meetings. He/she shall maintain up-to-date records of: (a) CASN by-laws and its amendments, (b) membership roster and (c) other correspondence, and (d) mailing and distributing information.
Section V-8. Treasurer.
The Treasurer shall have custody of the corporation funds and securities, and shall keep full and accurate accounts of receipts and disbursements in book belonging to the corporation. The Treasurer shall deposit all monies and other valuable effects in the name, and to the credit, of the corporation in such depositories as may from time to time be designated by the Board of Directors. The Treasurer shall prepare an annual financial statement at the annual meeting.
VI. ADVISORY COMMITTEESSection VI-1. Establishment.
The board, by resolution of a majority of the directors then in office, may create one or more advisory committees to assist it in achieving the goals of the corporation. Appointments to the advisory committees shall be by majority vote of the board.
Section VI-2. Membership and Meetings.
Any person, whether a member of the corporation or not, shall be eligible to serve on an advisory committee of the corporation. Meetings of the advisory committees shall be at the discretion of a majority of the committee members.
VII. MEMBERSHIP DUESSection VII-1. Dues. Membership dues shall be assessed annually in an amount stipulated by the Board of Directors. Honorary Members are exempt from payment of dues.
VIII. MISCELLANEOUS PROVISIONSSection VIII-1. Checks and Notes.
All checks, drafts, trade acceptances, and promissory notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
Section VIII-2. Fiscal Year.
The fiscal year of the corporation shall commence on January 1 of each year.
Section VIII-3. Deposits.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board may from time to time select or as may be selected by an officer or employee of the corporation to whom such power may from time to time be delegated by the board. For the purpose of such deposit, any officer, or any employee to whom such power may be delegated by the board, may endorse, assign, and deliver checks, drafts or other orders for payment of money which are payable to the order of the corporation.
Section VIII-4. Acceptance of Gifts and Donations.
No gifts, donations, bequest or subscription to the corporation shall be deemed to have been accepted until acted upon affirmatively by the Board of Directors.
Section VIII-5. Books and Records.
The corporation shall keep correct and complete books and records of account, and shall also keep minutes of the proceedings of its Board of Directors. It shall also keep at the principal office of the corporation a record of the names and addresses of the board and any committee members. All books and records of the corporation may be inspected by any director or the director’s agent, at a reasonable time and in a reasonable manner.
IX. AMENDMENTSThese by-laws may be altered, amended, or repealed at any regular or special meeting of the Board of Directors by a vote of at least seven (7) of all directors then in office, subject to the following limitations: (1) Notice of any proposed change shall have been mailed to each director no less than seven (7) days prior to such meeting; (2) No amendment may extend the term of any director beyond that for which such director was elected; (3) No amendment may increase the terms of directors or increase the number of directors without approval of the members at the annual meeting of members.