Bylaws of the Pediatric Infectious Diseases Society, Inc.
NAME AND PURPOSE
The name of this organization shall be the Pediatric Infectious Diseases Society, Inc. (the ?Society?). The Society is organized exclusively for scientific and educational purposes and is not for profit. The purpose of the Society is to enhance the health of infants, children and adolescents by promoting excellence in diagnosis, management and prevention of infectious diseases through clinical care, education, research and advocacy.
In addition to its registered office, the Society may also have an office or offices at such other place or places, within or without the State of Arkansas, as the Council may from time to time determine. The Society may keep the books and records of the Society at such place or places within or without the State of Arkansas as the Council may from time to time designate.
MEMBERS AND MEMBERSHIP
SECTION 1. Eligibility. The membership of the Society shall consist of physicians, doctoral-level scientists, and other persons who have training or are in the course of training in infectious diseases or its related disciplines. Physicians, doctoral-level scientists, and other persons without formal infectious diseases training are eligible if they are identified with the discipline of pediatric infectious diseases or its related disciplines through clinical practice, research, teaching, administration or any combination of these activities. Membership is not restricted by nationality, residence, place of birth, sex, race, creed, age or condition of handicap.
Persons enrolled in pediatric residency training programs that are approved for credit toward certification by the American Board of Pediatrics, the American Osteopathic Board of Pediatrics, the Royal College of Physicians and Surgeons of Canada, or La Corporation Professionelle des Medecins du Quebec, and other international organizations are eligible for resident membership. There is no charge for this membership category. Resident members will not have voting privileges and will not be allowed to serve on committees.
SECTION 2. Nomination and Acceptance of Members. Individuals wishing to be nominated may request an application from the Society's Headquarters office. Nomination shall be made in writing by any member of the Society. The nomination of fellows-in-training may be made by the fellowship training program director. All nominations shall be reviewed by the Headquarters staff and Secretary-Treasurer and all nominees shall be accepted into the Society upon payment of the current year?s dues, or dues for the subsequent year for nominations received by the Society office no earlier than 4 months prior to the end of the fiscal year. All members in good standing shall be the voting members of the Society.
SECTION 3. Resignation, Termination and Expulsion.
- A member in good standing may resign at any time by giving written notice of his or her resignation to the Secretary-Treasurer.
- The Council may initiate proceedings for the termination of membership or expulsion of a member by providing such member with thirty (30) days written notice, sent by first class or certified mail to the last address of the member shown on the Society?s records, informing such member of the reasons for such termination and expulsion. Any member who has been provided such written notice of termination of membership or expulsion may request a hearing before the Council. The hearing shall be held at the next regularly scheduled Council meeting, unless sooner heard by a quorum of the Council at a specially called Council meeting. At the hearing, the member shall be entitled to be present and represented by legal counsel. At the conclusion of such hearing, the Council, by majority vote, may terminate the membership of the member or reinstate the member, subject to such terms and conditions as the Council may impose. The termination or expulsion of a member shall be effective upon a majority vote of the Council.
SECTION 4. Membership Dues. Dues for membership in the Society shall be payable annually in such amount as determined by the Council. Members who are in a pediatric infectious diseases training program shall have their annual dues waived for the first year of training. The Secretary-Treasurer shall be empowered to suspend the subscriptions to Society publications of members who have failed to pay their annual dues promptly. Any member who remains in default for thirty (30) days after submission of two successive notices by the Society of such delinquency, the second such notice having been sent by first class mail or verified electronic mail, shall be subject to expulsion or termination of his or her membership. A member expelled may be reinstated to membership by a majority vote of the Council. However, such reinstatement shall be conditioned upon payment of current membership dues owed by such member to the Society. A member who is terminated may be reinstated by completing an application and payment of dues.
SECTION 5. Meetings.
- Annual Meetings. The annual meeting of the members of the Society shall be at such place (within or without the State of Arkansas) on such day and at such hour as shall be specified by the Council in the notice of such meeting. The order of business at the annual meeting of the members shall be determined by the President of the Society and shall include a report by the President and Secretary-Treasurer regarding the activities and financial condition of the Society, along with any other reports of other officers or committee chairpersons as the President may request. The members shall consider and act upon any matters that may be raised in such annual meetings as are consistent with the notice requirements.
- Regular Meetings. If the Society holds regular meetings of the members, such regular meetings shall be held at such times and places, as the Council shall from time to time determine.
- Special Meetings. Any special meetings of the Society may be held whenever called by the President, with the approval of a majority of the members of the Council, or by members of the Society representing at least five percent (5%) of the membership of the Society entitled to vote, upon submission of a signed, written and dated demand for a meeting describing the purpose(s) for such meeting, delivered to any corporate officer by certified mail, return receipt requested. In the event notice of a special meeting demanded by the members is not given within thirty (30) days after the date of the written demand, any member signing the demand may set the time and place for the special meeting and give proper notice thereof.
- Notice of Meetings. Notice of any annual, regular or special meetings of the members of the Society shall be sent by mail by the Secretary-Treasurer to each member at least thirty (30) days before the day on which such meeting is to be held by mail, facsimile or other form of recorded communication or shall be delivered personally or by telephone no later than ten (10) days before the meeting date. Notice of the annual and any regular meetings shall set forth a description of any matters that must be approved by the members under the provisions of law specifically enumerated in Arkansas Code Ann. ?4-33-705(c)(2). Notice of any special meeting shall contain a description of the matters for which the meeting is called. Notice of any such meeting need not be given to any member who shall have waived, whether before or after such meeting shall be held, his right to such notice by means of a writing signed by the member entitled to the notice, and delivered to the Society for inclusion in the minutes or filing with the corporate records.
- Quorum and Manner of Acting. One-fifth (1/5th) of the voting members, at any meeting of the Society shall constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those members present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Society, except as otherwise expressly required by law or these Bylaws. Unless one-third (1/3) or more of the voting members are present, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice. A majority of the members present at a meeting of the Society may, despite the absence of a quorum, adjourn such meeting from time to time until a quorum shall be present.
- Action by Written Consent. Any action required or permitted to be taken at any meeting of the members of the Society may be taken without notice and without a meeting if the action is approved by members holding at least eighty percent (80%) of the voting power. Any action so approved shall be evidenced by one (1) or more written consents describing the action taken, signed by the members representing at least eighty percent (80%) of the voting power, and delivered to the Society for inclusion in the minutes or filing with the corporate records. Written notice of member approval under this provision shall be given to all members who have not signed the consent.
- Action by Written Ballot. Any action required or permitted to be taken at any meeting of the members of the Society may be taken without a meeting if the Society delivers a written ballot to every member entitled to vote on the matter. Such written ballot shall set forth the proposed action and provide an opportunity to vote for or against each proposal. An action pursuant to this provision shall be considered approved when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting. Any solicitation for votes by written ballot shall indicate the number of responses needed to meet the quorum requirements, the percentage of approvals necessary to approve each matter (other than election of Council members) and the time by which the ballot must be received by the Society in order to be counted.
- Proxies. A member also may act by proxy in accordance with applicable law.
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors of the Society (the ?Council?) shall manage the business and affairs of the Society, and the disbursement of its funds and the disposition of its property in fulfillment of its corporate purposes shall be vested in and controlled by the Council.
SECTION 2. Number of Directors and Succession of Office. The Council shall consist of twelve (12) voting members, who shall consist of the President, President-Elect, Immediate Past President, Secretary-Treasurer and eight (8) Members at Large for a total of twelve (12) members. The number of members constituting the Council may be increased or decreased from time to time by resolution adopted by a majority of the members of the Council, provided, however, there shall at all times be at least five (5) and no more than seventeen (17) voting Council members. Council members shall be elected by the members of the Society by ballot prior to, or at their annual meeting, and shall assume office at the conclusion of the annual meeting. Each Council member shall serve until his/her successor is elected and shall have qualified; or until his or her earlier death, resignation or removal from office in the manner hereinafter provided. A Council member may be elected to succeed himself or herself upon the expiration of his or her term.
SECTION 3. Terms of Directors. All directors shall serve staggered four (4) year terms.
SECTION 4. Resignation, Removal and Vacancies.
- Resignation. A Council member may resign at any time by giving written notice of his or her resignation to the Secretary-Treasurer of the Society. Any such resignation shall take effect at the time specified therein, or, if the time at which it becomes effective shall not be specified therein, then it shall take effect immediately.
- Removal. A Council member may be removed, either with or without cause, at any time by a vote of a majority of the members of the Society voting at a meeting called for the purpose of consideration to remove the Council member. The meeting notice must state the purpose, or one of the purposes, of the meeting is consideration to remove a Council member.
- Vacancies. Any vacancy occurring on the Council may be filled by a majority vote of the Council members at an annual or special meeting of the Council called for that purpose at which a quorum exists.
SECTION 5. Meetings.
- Annual Meetings. The annual meeting of the Council for the transaction of such business as may properly come before the meeting shall be held at such place (within or without the State of Arkansas) on such day and at such time as shall be specified in the notice or waiver of notice of such meeting.
- Regular Meetings. Regular meetings of the Council shall be held at such times and places, as the Council shall from time to time determine.
- Special Meetings. Special meetings of the Council shall be held whenever called by the President or any three Council members during their time in office. Any business that may be transacted at a regular meeting of the Council, may be transacted at a special meeting of the Council.
- Place of Meeting. The Council may hold its meetings at such place or places (within or without the State of Arkansas) as the Council may from time to time determine or as shall be designated in the respective notices or waivers of notice thereof. The Council members may also participate in a meeting of the Council through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can simultaneously hear each other and such participation shall constitute presence in person at such meeting.
- Notice of Meetings. Notice of regular meetings of the Council need not be given. Notice of special meetings of the Council shall be sent by the Secretary-Treasurer to each Council member at least ten (10) days before the day on which such meeting is to be held, by mail, electronic mail, facsimile or other form of recorded communication or shall be delivered personally or by telephone not later than the second (2nd) day before the day on which such meeting is to be held. Such notice shall be addressed to each Council member at his or her residence or usual place of business, or other address provided by each member, and shall specify the time and place of such meeting. Notice of any such meeting need not be given to any Council member who shall be present at such meeting or who shall have waived in writing or by facsimile, whether before or after such meeting shall be held, his/her right to such notice.
- Quorum and Manner of Acting. A majority of the Council members in office immediately before a meeting shall be present in person at any meeting of the Council in order to constitute a quorum for the transaction of business at such meeting, and the affirmative vote of a majority of those Council members present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Council, except as otherwise expressly required by law or these bylaws. A majority of the Council members present at a meeting of the Council may, despite the absence of a quorum, adjourn such meeting from time to time until a quorum shall be present.
- Action by Written Consent. Any action required or permitted to be taken at any meeting of the Council may be taken without notice and without a meeting if all members of the Council consent thereto in writing, and such writing is filed with the minutes of the proceedings of the Council.
SECTION 6. Compensation. Unless otherwise specifically agreed by the members, Council members shall not be entitled to receive from the Society any compensation for their service as such Council members.
SECTION 1. Establishment of Committees. Except as otherwise provided, the Council may, by resolution passed by a majority of the entire Council, designate one or more committees, each committee to consist of two or more Council members and to have such duties and functions as shall be provided in such resolution. The Council shall have the power to change the members of any such committee at any time, to fill vacancies, and to discharge any such committee, either with or without cause, at any time.
SECTION 2. Executive Committee. The Executive Committee shall consist of the President, Secretary-Treasurer, Past President, and President-Elect of the Society, and shall include other officers of the Society as may be appointed by the Council. It shall meet during the intervals between the meetings of the Council. The Executive Committee shall possess and may exercise all the powers and functions of the Council in the management and direction of the affairs of the Society in all cases in which specific directions shall not have been given by the Council, except that the committee may not: (a) authorize distributions not approved by the Council; (b) approve or recommend to members dissolution, merger or the sale, pledge or transfer of all or substantially all of the Society?s assets; (c) elect, appoint or remove Council members or fill vacancies on the Council or any of its committees; or (d) adopt, amend or repeal the Articles of Incorporation or bylaws. Regular minutes of the proceedings of the Executive Committee shall be kept and mailed to the Council as soon as possible after each meeting. Three-fourths (3/4) of the Executive Committee in office at the time shall be necessary to constitute a quorum.
SECTION 3. Standing Committees. Standing committees shall report to the Council annually. The President, with approval of the Council, shall appoint the chairperson of each committee, and, in conjunction with each chairperson, shall appoint the members of each committee. Each committee shall report annually, if requested, to the members of the Society at their annual meeting. The chairperson shall ordinarily be an elected officer of the Society at the time of his or her appointment; however, exceptions may be approved by unanimous vote of the Council. Each committee, except for the Finance Committee, shall include at least two council members and two members who are not members of the Council. The term of service for members on a committee shall be two-to- three (2-3) years, unless otherwise provided in these bylaws. Committee members may be re-appointed to additional terms without limit. Recommendations by committees for activities of the Society shall require approval of the Council. A listing of the responsibilities of each committee shall be the responsibility of its chairperson, and this list of responsibilities shall be submitted in writing by the chairperson to the President, and is subject to review by the Council. The following committees shall be standing committees:
- Clinical Affairs Committee
- Communications Committee
- Fellowship Awards Committee
- Finance Committee
- International Affairs Committee
- Membership Committee
- Nominations and Awards Committee
- Program and Meetings Committee
- Public Policy Committee
- Research Affairs Committee
- Training Programs Committee
The Nominations and Awards Committee shall be compromised of the immediate Past-President (designated as Chair), two members of Council appointed by the President, and three non-Council Society members elected by the membership. Chair, Council and non-Council members serve for two years. Council members may be re-appointed at the discretion of the President but may not hold an appointed place on the Nominations and Awards Committee beyond their tenure as Council members. Solicitation for nominations of non-Council members and voting will be conducted as for other elected officers of the Society.
The Communications Committee shall oversee the society?s responsibilities to the scientific and educational publications associated with the Society. These include, but are not limited to The Pediatric Infectious Disease Journal and Concise Reviews of Pediatric Infectious Diseases. The Editor(s) of Concise Reviews of Pediatric Infectious Diseases will be appointed by, and serve at the will of the Publications Committee. The Publications Committee will also represent the Society?s interest when the Chief Editor(s) of The Pediatric Infectious Disease Journal are appointed. The Council must approve all editorial appointments made by the Publications Committee. The Chief Editors of the Pediatric Infectious Disease Journal and Concise Reviews of Pediatric Infectious Diseases shall make a written annual report to the Publications Committee.
SECTION 1. Election, Appointment and Term of Office.
- The officers of the Society shall consist of a President, President-Elect, immediate Past-President, Secretary-Treasurer. In addition, there may be such other officers or assistants as may be elected or appointed in the manner hereinafter provided. The individuals holding the offices of President-Elect and Secretary-Treasurer may also hold a second office.
- The officers of the Society shall be elected or appointed by the Council at the first meeting thereof, and thereafter such officers of the Society shall be elected or appointed by the Council at any annual, regular or special meeting. The term of office for the President, President-Elect, Secretary-Treasurer, and immediate Past-President shall be two (2) years. Each such officer shall hold office until his or her successor is elected and shall have qualified, or until the resignation or removal of that officer in the manner hereinafter provided. No officer shall hold the same office for more than one (1) consecutive term, except for the Secretary-Treasurer who may serve two (2) consecutive terms.
- The Nominations and Awards Committee shall nominate at least two (2) members of the Society for each office vacancy. In addition, members of the Society may make nominations of other members for any vacancy, provided such nomination has been seconded in a written instrument submitted to the Nominations and Awards Committee by at least nineteen (19) other members. The Secretary-Treasurer shall provide written notice, sent by U.S. Mail, to all members of the Society informing them of any vacancy in office and calling for nominations. All nominations from the members for any vacant office shall be submitted to the Secretary-Treasurer within sixty (60) days of the mailing of the notice (the "Nomination Period"). Upon the close of the Nomination Period, the Secretary-Treasurer shall review the nominations and determine whether the members so nominated are currently in good standing with the Society. The chairperson of the Nominations and Awards Committee shall determine whether the members nominated are willing to serve in the position for which they have been nominated, and if so, such nominee's name shall be placed on the ballot. A vote of the members of the Society shall be considered a valid election when a majority of written votes cast by ballot exceeds the quorum required to be present at a meeting (see Article III, Section 5G). The results of the membership vote shall be submitted to the Council as a recommended slate of officers, and the Council shall then appoint each officer as reflected by the majority of the membership votes received for each office; Council, by majority vote, may refuse to so appoint any individual slated by the membership, and upon such refusal, the nomination process described in this Subparagraph (C) for such vacant office must be repeated.
- The Council may elect or appoint from time to time such other officers as it deems necessary and such other officers shall have such authority and shall perform such duties as the Council may prescribe. The Council may elect or appoint from time to time such other assistants, as the Council may deem necessary.
SECTION 2. Resignation, Removal and Vacancies.
- Resignation. Any officer may resign at any time by giving written notice to the Council or to the President and the Secretary-Treasurer of the Society, and such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, then it shall take effect immediately.
- Removal. All officers elected or appointed by the Council shall be subject to removal at any time by majority vote of the Council, with or without cause.
- Vacancies. The Council shall have the power and authority to fill a vacancy occurring in any office by a majority vote of the then members of the Council. Officers so elected shall serve the unexpired term of his or her predecessor in office.
SECTION 3. Powers and Duties of Officers.
- Duties of President. The President shall preside over all meetings of the members of the Society. The President shall have the general charge and management of the day-to-day business of the Society.
- Duties of President-Elect. The President-Elect shall perform the duties and exercise the powers of the President in the absence of the President or in the event of his or her death, inability or refusal to act.
- Duties of Secretary-Treasurer. The Secretary-Treasurer shall: (a) attend all meetings of the Society and the Council; (b) record minutes of the proceedings of all such meetings; (c) have charge of the counting of votes, whether taken at meetings or received by mail; (d) give notices as required by the provisions of law or these bylaws; (e) have custody of all Society funds; (f) keep books belonging to the Society and accurate accounts of all receipts and disbursements; (g) deposit all monies and other valuable items of the Society in such depositories as may be designated by the Council; (h) disperse funds of the Society as may be ordered by the Council, taking proper vouchers for such disbursements; (i) render to the members of the Society at their annual meeting, and to the President or Council whenever requested, an account of all transactions made as Secretary-Treasurer and the financial condition of the Society; (j) prepare budgets and other financial reports as may be requested by the Council and/or Finance Committee. and (k) in general, perform all duties incident to the office of Secretary-Treasurer and such other duties as from time to time may be assigned by the President or by the Council. In the event of the death, resignation or disability of the President and President-Elect, the Secretary-Treasurer shall assume the office of President until the Council arranges for an election to fill the vacancy.
- In addition to the foregoing, all officers of the Society shall have such authority and perform such duties in the management of the Society as may additionally be provided by the Council and, to the extent not so provided, as customarily pertain to their respective offices, subject to the control of the Council.
EXECUTION OF INSTRUMENTS
The Secretary-Treasurer shall sign all checks, drafts and orders for payment or money in the name of the Society and/or such other officers or staff of the Society as the Council may provide. In any particular case, the Council shall have power to designate the officers and agents who shall have authority to execute any instrument on behalf of the Society.
INDEMNIFICATION AND INSURANCE
SECTION 1. Indemnification. The Society may indemnify any person who is or was a Council member, officer, employee or agent of the Society to the full extent authorized by the laws of the State of Arkansas. The indemnification provided by this Article shall not be deemed exclusive of any rights to which a person seeking indemnification may be entitled under any law, agreement, vote of disinterested Council members or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Council member, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
SECTION 2. Insurance. The Society may, to the extent authorized by the Council, purchase and maintain insurance on behalf of any person who is or was a Council member, officer, employee or agent of the Society, or is or was serving at the request of the Society as a Council member, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Society would have the power to indemnify him against such liability under the provisions of law.
WAIVER OF NOTICE
Whenever notice is required to be given under any provision of the laws of the State of Arkansas, the Articles of Incorporation or the Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the members, Council members, or members of a committee need be specified in any written waiver of notice unless so required by the Certificate of Incorporation or the Bylaws to be included in such notice.
In the event of the dissolution of the Society under any provision of law or by voluntary act, the Council shall, after paying or making provision for the payment of all of the liabilities of the Society, distribute the net assets of the Society in such manner and to such organizations or individuals as the Council may determine; provided, however, that such distributions are consistent with Arkansas law regarding the distribution of assets upon dissolution.
Bylaws amendments may be adopted by the affirmative vote of at least 2/3 of the member votes actually cast or a majority of the total number of votes entitled to be cast, whichever is less. Notice of the proposal to amend, repeal or adopt Bylaws shall be included in the notice of any meeting of the members at which such action shall be taken. If the Council or members seek to amend, repeal or adopt Bylaws by written consent or written ballot of the members, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment or other action to be taken.
CERTIFICATION OF ADOPTION
The foregoing Bylaws of the Corporation were duly adopted on by action of the Council of the Corporation pursuant to the laws of this State on the date indicated below.
IN TESTIMONY THEREOF, witness the hand of the undersigned as Secretary-Treasurer of the Corporation on this ____ day of __________, 2009.
Mary Anne Jackson, MD, Secretary-Treasurer
Penelope H. Dennehy, MD, President
Revised and approved by the Society: September 1990
Amended: May 1992
Amended: January 1995
Amended: April 1996
Amended: May 1999
Amended: April 2000
Amended: April 2007
Proposed amendments: October 2009