Texas Society of Sleep Professionals, Inc.
A Texas non-profit corporation
To further the understanding of sleep and sleep disorders, to provide a forum for communication and education of sleep professionals, and to promulgate the highest standards for polysomnography and the clinical diagnosis and treatment of sleep disorders, for the people of Texas.
Article I / Name and Offices
Section 1.1 Name. The name of the Corporation is the Texas Society of Sleep Professionals, Inc., a non-profit corporation (hereinafter called the “Corporation” or the “Society”).
Section 1.2 Offices The registered office of the Corporation in the State of Texas shall be as provided and designated in the Certificate of Formation. The Board of Directors of the Corporation may, from time to time, change the location of registered office pursuant to applicable law.
Article II / Purposes and Goals
The Society has been organized to promote and advance education in the field of sleep disorders medicine, and more specifically:
(a) To establish, update, and maintain standards for the evaluation and treatment of human sleep disorders and sleep-related disorders;
(b) To establish and continue to review a standard diagnostic classification of such disorders;
(c) To provide a forum for the exchange of information pertaining to human sleep disorders and sleep-related disorders;
(d) To promote education and training in sleep disorders medicine and to foster related research through regional institutes, meetings, lectures, and the preparation and distribution of newsletters and other materials;
(e) To represent the sleep disorders discipline in relation to health professional organizations, federal and local regulatory bodies, and federal and private health insurers; and
(f) To exercise all the powers conferred upon non-profit corporations formed under Texas law in order to accomplish the Corporation’s purposes.
Article III / Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end of the last day of December in each calendar year.
Article IV / Members
Section 4.1 Regular Members (Voting). Regular Members shall be the only voting Members of the Corporation. The Regular Members shall have the authority (i) to elect the Directors of the Corporation, except as otherwise expressly provided in those Bylaws, (ii) to approve or disapprove of “fundamental actions,” as such phrase is defined in Section 22.164 of the Texas Business Organizations Code, as such Section may be amended from time to time, and (iii) to vote on any other issue submitted to the Regular Members by the Board of Directors. There are four categories of Regular Members. The categories are as follows:
A. Doctoral Members (persons with a M.D., D.O., Ph.D. or D.D.S.) who have received Board certification in sleep medicine.
B. Registered Polysomonographic Technologists.
C. Doctoral Members (persons with a M.D., D.O., Ph.D. or D.D.S.) who are not Board certified, but have demonstrated interest and involvement in sleep medicine and whom the Membership Committee approves for membership.
D. Polysomnography technicians (not registered), respiratory therapists, EEG technicians, nurses, students and others who have demonstrated interest and involvement in sleep medicine and who are approved for membership by the Membership Committee.
Section 4.2 Affiliate Members (Non Voting). Affiliate Members include businesses, hospitals, industries, and other organizations that wish to further the objectives of the Society that are approved for membership by the Membership Committee. Affiliate Members shall have no voting rights.
Section 4.3 Resignations of Members. Any Member may withdraw from the Society, after fulfilling all outstanding obligations to it, by giving written notice of such withdrawal to the Secretary. Notice of the Member’s withdrawal shall be presented to the Board of Directors by the Secretary at the first meeting of the Board held after such withdrawal.
Section 4.4 Suspensions and Expulsion of Members. A Member may be suspended or expelled for cause. Suspension or expulsion shall be by a two-thirds vote of the membership of the Board of Directors, provided that a statement of the charges shall have been mailed by registered mail to the Member at his last recorded address at least fifteen (15) days before final action is taken thereon.
Section 4.5 Annual Dues. Dues shall be established from time to time by the Board of Directors. Regular Members dues shall be payable in advance on the first day of January in each fiscal year. Dues of a new Regular Member shall be prorated from the first day of the calendar quarter in which such new Member is elected to membership, for the remainder of the fiscal year of the Corporation. Affiliate Member dues shall be payable in advance on the first day of January in each fiscal year. When any Member is in default in the payment of dues for a period of three months from the beginning of the fiscal year or period for which such dues became payable, such Member’s membership may thereupon be terminated by the Board of Directors. All officers must pay dues and keep current during his/her term in office.
Section 4.6 Annual Meeting of Members. There shall be an Annual Meeting of the Members each year, immediately preceding the Annual Meeting of Directors. The Annual Meeting of Members will be held within the State of Texas. The Board of Directors shall determine the time and place of the Annual Meeting. Written notice of the Annual Meeting shall be given and signed by the Secretary. Proper notice shall be given no less than thirty (30) days in advance to notify Members of the Annual Meeting. A second and third notice may be sent out to give preliminary agenda/meeting schedules. Elections for Directors of the Corporation shall be held each year at the Annual Meeting of Members.
Section 4.7 Special Meeting of Members. Upon the written request of twenty percent (20%) of the voting Members, the Board of Directors shall call a special meeting of the Members to consider such business as specified in the request for a Special Meeting. Notice of any Special Meeting shall be given in the same manner as for the Annual Meeting. No business other than that specified in the notice of meeting shall be transacted at any Special Meeting of the Members of the Corporation.
Section 4.8 Waivers. Notwithstanding the provisions of any of the foregoing sections, a Meeting of the Members of this Society may be held at any time and at any place within or without the State of Texas, and any action permitted to be taken at an Annual or Special Meeting may be taken at such meeting, if notice is waived in writing by every Member having the right to vote at the meeting.
Section 4.9 Quorum. The presence in person or by mail ballot of twenty five percent (25%) of the Members of the Society shall be necessary to constitute a quorum for the transaction of business.
Section 4.10 Voting by Members. Except as otherwise provided, Members may vote either by mail ballot or by open or closed written ballot at the Annual or Special Meetings of the Members of the Society.
Article V / Board of Directors
Section 5.1 General Powers. The affairs of the Corporation will be managed by the Board of Directors, and all corporate powers shall be exercised by the Board of Directors, except as otherwise expressly required by the Certificate of Formation, the bylaws, or by applicable law.
Section 5.2 Number; Tenure; Qualifications. The number of the Directors shall be nine. All Directors must be Members of the Corporation. The four Directors named in the Corporation’s Certificate of Formation shall be the initial Directors of the Corporation. The other five Directors shall be ex-officio, and shall be the Presidents of the five geographic regions of the Corporation, which regions are specified on Exhibit “A” hereto. Each Director shall hold office until his or her resignation or removal, or until his or her successor shall have been duly elected and qualified. No Director shall serve more than three consecutive terms.
Section 5.3 Annual Meetings. There shall be an Annual Meeting of the Board of Directors each year, immediately following the Annual Meeting of Members. Notice of the meeting, signed by the Secretary, shall be mailed to the last recorded address of each Director at least ten (10) days before the time appointed for the meeting. All notices of the Annual Meetings shall set forth the place, date, time and purpose of the meeting. Attendance at the Annual Meeting must be in person.
Section 5.4 Special Meetings. Special Meetings of the Board of Directors may be called by or at the request of, the President or an four (4) Directors. The person or persons authorized to call Special Meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any Special Meeting of the Board called by them. Attendance at Special Meetings may be held by speakerphone or conference call.
Section 5.5 Notice. Notice of any Special Meeting of the Board of Directors shall be given at least ten (10) days prior to thereto by written notice delivered personally or sent by mail or telegram to each Director at his or her address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid thereon. If notice were given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The business to be transacted at any Annual or Special Meeting of the Board shall be specified in the notice or waiver of notice of such meeting. Additional agenda items may be proposed and considered by the motion of an Director at a meeting.
Section 5.6 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, provided, that if less than fifty-one (51%) percent majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 5.7 Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws. Unless the Board provides otherwise, attendance at Board Meetings will be limited to the Board. Individuals whose presence is necessary for discussion of a specific agenda item may be invited to attend that part of the meeting.
Section 5.8 Vacancy in Elected Directors. Any vacancy in the position of an elected Director, because of death, resignation, removal, disqualification, or otherwise, shall be filled by the affirmative vote of a majority of the other Directors for the unexpired portion of the term.
Section 5.9 Compensation. Directors as such shall not receive any salaries for their services, provided that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.
Section 5.10 Voluntary Resignation and Retirement. Any Director may resign or retire at any time by notifying the President or the Secretary in writing.
Section 5.11 Action without a Meeting. Any action which is required to be taken, or which may be taken, at a meeting of the Directors, may be taken without a meeting if there is a consent in writing, setting forth the action so taken, which shall be signed by all of the Directors. Such consent shall have the same force and effect as unanimous vote.
Section 5.12 Board Meeting Attendance. Directors shall attend all Board meetings unless the President is notified two weeks prior to the meeting. Absence from more than twenty-five (25%) percent of the Board meetings during a Directors tenure shall result in the appointment of a replacement by the Board.
Article VI / Officers
Section 6.1 General. The Officers of the Society shall be elected from the membership at large and shall include a President, a Vice-President, a Secretary and a Treasurer, and such other Officers as may be elected in accordance with the provisions of this Article. The President and Vice-President must be Boarded/Registered in the field of sleep medicine. All other Officers must be formally declared Board Eligible/Registry Eligible and active in the field of sleep medicine to hold office. The Board of Directors may elect or appoint such other Officers, including Assistant Secretaries or Assistant Treasurers, as it shall deem desirable, such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. No two or more offices may be held by the same person. All Officers shall take office immediately following the Annual Meeting, or in the event of a vacancy, at such earlier time as the Board may determine.
Section 6.2 Elections and Term of Office. The President, Vice-President, Secretary, and Treasurer shall be elected annually by the Membership at the regular Annual Meeting of the Membership, and such officers shall also be members of the Board of Directors; provided, however, that such officers shall not be among the five ex-officio Directors. The election of the Officers shall require the majority of approval of those Members casting a ballot. In the event the Membership is unable to agree on an Officer, the election shall be conducted by the ex-officio Directors, whose determination will be final. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. No Officer shall serve more than three consecutive terms. Each Officer shall hold office until his or her resignation or removal, or until his or her successor have been duly elected and qualified.
Section 6.3 Removal. Any Board Member, Officer or Agent elected or appointed by the Board of Directors may be removed as an Officer or Agent, with or without cause, by a majority of the Board of Directors whenever in its judgment the best interest of the Society would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 6.4 Resignations. Any Officer may resign at any time by giving written notice to the Board of Directors or the President. Any such resignation shall take effect at the date of the receipt of such notice or at any later time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.5 Vacancies. Except as provided in Section 6.7, a vacancy in any office because of death, resignation, removal, disqualification, or otherwise my be filled by the Board of Directors for the unexpired portion of the term.
Section 6.6 President. The President shall be the principal executive Officer of the Corporation, and shall in general implement and supervise all of the business and affairs of the Corporation, subject, however, to the control of the Board of Directors and of any duly authorized committee of Directors. The President shall, if present, preside at meetings of the Board of Directors. In addition, the President shall perform such other duties as may be prescribed b the Board of Directors from time to time.
Section 6.7 Vice-President. If the President is not present at a meeting of the Board of Directors, the Vice-President shall preside. The Vice-President shall perform such additional duties as may be assigned by the Board of Directors or the President from time to time. If at any time the office of President is vacant, the Board shall designate the Vice-President to serve as President and a new Vice-President shall be appointed for the remaining term of office.
Section 6.8 Secretary. The Secretary shall: (1) keep the minutes of the meetings of the Board of Directors and of committee having any of the authority of the Board of Directors, in one or more books provided for that purpose; (2) ascertain that all notices are duly given accordance with these Bylaws or as required by law; (3) be custodian of the corporate records, including the Minute Book of the Corporation; and (4) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President and/or by the Board of Directors.
Section 6.9 Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with Article 9 of these Bylaws.
Article VII / Committees
Section 7.1 Committees. The members of the following Committees shall be appointed by the President, subject to approval by the Board of Directors, to serve for a two (2) year term.
(a) Election and Nomination Committee
(b) Membership Committee
(c) Education/Program Committee
(d) Judicial Committee
(e) Publication and Public Relations Committee
Section 7.2 Advisory Committees. Advisory committees and other appointments may be appointed by the President.
Section 7.3 Committee Chariperson’s Duties.
(a) The President shall appoint the Chairperson of such Committee.
(b) The Chairperson of each Committee shall confer promptly with the members of the Committee on work assignments.
(c) The Chairperson of each Committee may recommend prospective Committee members to the President. When possible the Chairperson of the previous year shall serve as a Committee member. Chairperson shall submit a written report to the President and Secretary of he Society at least ten (10) days prior to each Board of Directors meeting.
(d) Each Committee Chairperson requiring operating expenses shall submit a budget for the next fiscal year to the Board of Directors at least ninety (90) days prior to the annual business meeting.
Section 7.4 Duties of Committees.
Subsection 1. Election and Nominations Committee
a. This Committee shall prepare, receive, verify and tabulate ballots for all elections held during the calendar year.
b. This Committee shall prepare a slate of suggested directors and officers for the annual elections; other nominations may be made from the floor.
c. It shall be the duty of this Committee to make the final critical appraisal of its recommended slate of candidates to see that the nominations are in the best interest of the Society and are qualified under these Bylaws.
d. Only Members in good standing shall be eligible for nomination.
e. The vote for Directors is to be conducted at the Annual Meeting of Members, and the vote for Officers is to be conducted at the Annual Meeting of the Board of Directors.
f. Persons elected will be notified by the Nominations Committee Chairperson at or immediately following the Annual Meetings.
Subsection 2. Membership Committee
a. This Committee shall consist of one member of the Board of Directors and two (2) other Members.
b. This Committee shall recruit members for the Society and verify and assign a classification of membership.
Subsection 3. Education and Program Committee
a. This Committee shall be so constructed as to provide experienced members for the program (i.e. annual meeting, CEU/CME courses) and to provide plans for education.
Subsection 4. Judicial Committee
a. This Committee shall consist of four (4) Members. One (1) member shall be appointed each year for a four (4) year term of office, except as is necessary to establish and maintain this rotation.
b. This Committees shall review written complaints against any individual Society Member or Affiliate Member charged with any violation of the Society Bylaws or otherwise with a conduct deemed detrimental to the Society.
c. If the Committee determines that the complaint justifies an investigation, a written copy of the charges shall be prepared for the President or his/her designated agent with the benefit of legal counsel if deemed advisable.
d. A statement of charges shall then be served upon the Member who will be given an opportunity to be heard before the Committee.
e. After careful review of the results of the hearing conducted with the benefit of legal counsel, when the Chairperson of the Committee deems counsel necessary or desirable, the Committee shall forward a complete report including copies of all documents to the Board of Directors and make recommendations for action.
Subsection 5. Publication and Public Relations Committee
a. This Committee shall consist of a past President and Members appointed for a two (2) year term, subject to reappointment.
b. This Committee shall concern itself with the publication of a Society newsletter and all other publications of the Society.
c. This Committee shall maintain such liaison as has been established by the Board of Directors with the public, hospitals, and other organizations through dissemination of information concerning sleep disorders medicine.
Section 7.5 Advisory Committee. The Board of Directors may appoint advisors or Advisory Committees to the Board of Directors who shall not be deemed to be Directors, Officers, or Employees of the Corporation and whose functions shall note include participation in the operating management of the Corporation. The Advisory Committee shall consider, advise upon, and make recommendations to the Board of Directors with respect to such matters of policy relating to the conduct of the Corporation’s affairs as may be submitted to it by the Board of Directors.
Article VIII / Contracts, Banking and Gifts
Section 8.1 Contracts and Other Documents. The Board of Directors, except as otherwise required by law, the Certificate of Formation, or these Bylaws, may authorize any Officer or Officers, Agent or Agents of the Corporation, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument or document in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances.
Section 8.2 Checks, Drafts, and Loans. All checks, drafts, loans, or other orders for the payment of money, notes or other evidence of indebtedness shall be issued in the name of the Corporation in such manner as shall be from time to time determined by the Board of Directors. In the absence of such determination, such instruments shall be signed by the Treasurer.
Section 8.3 Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may from time to time select.
Select 8.4 Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the Corporation.
Article IX / 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 and committees having any kind of authority of the Board of Directors, and shall keep at its principal office a record giving he names and addresses of the Board of Directors. All books and records of the Corporation may be inspected by any Director, or his agent or attorney, for any purpose at any reasonable time.
Article X / Indemnification
The Corporation shall indemnify and hold harmless each of its Members, Directors, and Officers against any and all expenses actually and necessarily incurred by said Member, Director or Officer in connection with the defense of any action, suit or proceeding in which the Member, Director or Officer is made a party by reason of said Member, Director or Officer being or having been a Member, Director or Officer of the Corporation, except in relation to matters as to which the said Member, Director or Officer shall be adjudged in such action, suit or proceeding to be liable for gross negligence, fraud, or conversion in the performance of his or her duties as a Member, Director or Officer. In the event of settlement of such action, suit or proceeding in the absence of such adjudication, indemnification shall include reimbursement of amounts paid in settlement and expenses actually and necessarily incurred by such Member, Director or Officer in connection therewith but such indemnification shall be provided only if this Corporation is advised by its counsel that, in the counsel’s opinion, (1) such settlement is in the best interests of this Corporation, and (2) the Member, Director or Officer to be indemnified has not been guilty of any gross negligence, fraud, or conversion with respect to any matter covered by such settlement. Such right of indemnification shall note be deemed exclusive of any other right or rights to which said Member, Director or Officer any be entitled under any bylaw, agreement, vote of the Members or Directors, or otherwise.
Article XI / Waiver of Notice
Whenever any notice is required to be given under the provisions of these Bylaws or under the provisions of the Certificate of Formation or by law, the waiver thereof in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.