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Diabetes Educators Educating Massachusetts Bylaws 2009

ARTICLE I – NAME

The name of this organization shall be Diabetes Educators Educating Massachusetts, hereinafter referred to as DEEM, a chapter of the American Association of Diabetes Educators, Inc., and herein after referred to as AADE. 

ARTICLE II - PURPOSE 

Vision
Provide the opportunity for professional direction, education and networking for healthcare persons involved in diabetes education and care. Mission

Dedicated to promoting the role of the diabetes educator and to improving the quality of diabetes education and care in  Massachusetts.

The purpose of DEEM shall be to:
Promote DEEM as a group of multidisciplinary health care professionals dedicated to integrating successful self-management as a key outcome in the care of people with diabetes and related conditions.

Provide educational opportunities for the professional growth and development of diabetes educators and health professionals in diabetes related areas. Such educators may be CDE’s, volunteers, students, paraprofessionals, and laypersons.

Promote and aid the growth, development, and self-evaluation of quality diabetes education for the person with diabetes and other related diseases.

Develop a network for members to share information and resources.

Foster communication and collaboration among individuals and organizations involved in chronic disease management including diabetes education and other health related diseases.

ARTICLE III – MEMBERSHIP 

All chapter members shall be encouraged to be members of national AADE.

Section 1.  Categories - Membership categories shall be Dual, Associate and Honorary Member.

Section 2.  Qualification and Privileges – The qualifications and privileges for the various categories of membership shall be as follows.

A.  Dual  Member: A dual  member maintains membership in both AADE National and DEEM.  They may be a health care professional  or a student who is  providing patient education; or education for health care providers in diabetes and its related disorders.  They shall have all privileges of membership including the right to vote and make nominations.  Dual members who are employed by a company that is in the business of sales or marketing of diabetes pharmaceuticals, supplies or equipment shall not be eligible to stand for elected office of committee chairs.

B.  Associate Member: is a Non AADE Member, with an interest or involvement in DEEM (healthcare professional, Corporate Member, Corporate Partner, student).  

The Associate Member shall have the privilege of voting and making nominations..  

C. Honorary Membership: may be awarded by the Board of Directors to an individual in recognition of outstanding service to the DEEM organization. Stipulation may be noted that if such a person is an existing member of DEEM, they would be due all the benefits of DEEM membership, but they are not required to pay dues.  If not a member, the award is for recognition of service. 

Section 3. Application for Membership – An applicant for membership shall complete and sign the membership form annually.  The form can be obtained from the DEEM website or provided by the Membership Committee Chair.  The completed application with dues if forwarded to the Membership Chair.  Application for membership can be made through AADE. 

Section 4. Good Standing – A member whose dues are paid for the current fiscal year shall be considered a member in good standing.  All membership privileges shall cease if dues are not paid within ninety (90) days after the start of their anniversary year.

Section 5. Resignation – Any member may, upon written request to the President, withdraw from membership, but resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges accrued and unpaid.  Dues and fees are non refundable. 

ACTICLE IV – FINANCES 

Section1. Dues 

All categories of membership shall pay such annual dues as recommended by the Board of Directors and voted upon by the general membership.  Dual Membership Dues shall be collected in accordance to AADE policy of anniversary billing.  Active members will be billed annual and due on the Annual meeting.  Annual dues if paid after the first six months will be prorated, as determined by the board.

Section 2. Fiscal Year – The fiscal year shall align with the AADE National office (January 1-December 31).

Section 3. Maintenance of Funds – The Treasurer shall be the keeper of all funds.  All revenues shall be deposited in an FDIC – insured bank and the Treasurer or President’s signature shall be required for each check written against the account.  An annual financial report shall be submitted to the general membership for approval.  An annual audit may be conducted at the discretion of the Board of Directors. 

The Board of Directors is empowered to fiscally manage DEEM assets.

ARTICLE V – MEETINGS OF MEMBERS AND VOTING 

Section1. Meetings – General meetings shall be held at least three (3) times a year at alternate locations Massachusetts.  Special meetings shall be called by the president as necessary provided an electronic notice of such action is sent to every member at least thirty (30) days prior to the scheduled meeting date. Written notice will be provided to those members without electronic access. 

The annual meeting shall be held in the month of June each year to conduct such business as may properly require approval of the membership.

Section 2. Privileges of Voting Membership – The voting membership shall:

a. Make decisions for DEEM by receiving reports and adopting policy.
b. Amend the Bylaws on recommendation of the Board of Directors.
c. Elect officers.
d. Approve the budget.
e. Conduct other business that may properly come before it.
f.  Serve on a committee.

Section 3. Voting – A vote by mail or email may be authorized by the Board of Directors or as specified in these Bylaws.

Section 4. Quorum – Business may be transacted at any meeting by a vote of the majority of members present.  Thirty percent (30%) of the voting members shall constitute a quorum for voting changes in Bylaws and election of officers.

ARTICLE VI – OFFICERS  

Section 1. Name – The elected officers of DEEM shall be President, President-elect, Recording Secretary, Corresponding Secretary, Treasurer and 2 nominating committee members.

Section 2. Eligibility – Only Dual members who are non industry shall serve as elected officers. 

Section 3.Term – All officers (with the exception of Treasurer) shall hold office for a term of one (1) year, and shall take office in January following the election in which they are elected.  The office of Treasurer shall have a term of two (2) years, with elections held on odd-numbered years.  Any one office shall not be held for longer than two (2) consecutive terms by any one person.

Section 4. Nominations and Elections

a.  Nominations for office are made as specified in Article VIII, Section 2.
b.  Election shall be held at the annual meeting.  A majority vote of the ballots cast shall elect.  Refer to Article VIII, Section 3. 

Section 5. Vacancy – In the event the office of President becomes vacant, the President-elect shall serve as President for the unexpired term.  In the event any other office becomes vacant, the Board of Directors will appoint a replacement. 

Section 6. Duties 

a. President – The president shall serve as presiding officer of all regular and special meetings of the general membership and the Board of Directors: shall cast the deciding vote in case of a tie; shall be an ex-officio member of every committee except the Nominating Committee; shall make all required appointments of standing and special committee chairs; shall perform such other duties as are assigned by these Bylaws or the Board of Directors.

b. President-Elect – The President-elect shall assume the duties of the President in the absence of the President and shall succeed to the office of President in the event of vacancy; shall automatically succeed to the office of President for the next term; shall perform the role of Parliamentarian at all meetings and perform such other duties as assigned by these Bylaws or the Board of Directors.

c. Recording Secretary – The Recording Secretary shall oversee the proper recording of the proceedings of all meetings and perform such other duties as assigned by the bylaws or the Board of Directors. The Recording Secretary will also be designated as “keeper of the archives”.

d. Corresponding Secretary – The Corresponding Secretary will take charge of all correspondence and mailings, will update the mailing list as necessary and perform such other duties as assigned by the bylaws or the Board of Directors. 

e. Treasurer – The Treasurer shall supervise the financial affairs of the association and take appropriate action regarding the finances of DEEM at the direction of the Board of Directors; shall perform other duties as assigned by these bylaws or the Board of Directors. 

ARTICLE VII – BOARD OF DIRECTORS 
 
Section 1. Composition – The Board of Directors shall consist of the elected officers, the immediate past President, President Elect, Secretaries, Treasurer and the Chairs of the Program, Nominating, Membership, Bylaws, and Legislative Committees, and such others as appointed by the President.  The President shall serve as presiding officer.

Section 2. Term – Shall be as specified in Article VI, Section 3. 

Section 3. Nomination and Election - Shall be as specified in Article VIII.

Section 4. Duties – The Board of Directors shall serve as the governing body of DEEM and is empowered to act in the interim between meetings of the general voting membership.  The Board shall report such actions taken to the membership at the next general meeting.  The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable. 

Section 5. Meetings 
a. The Board shall meet at least three (3) times a year.
b. Special meetings may be called upon notification of the President.

The Board may make decisions by mail or electronically transmitted votes.

c. The Board may make decisions during a telephone conference call, video conference call or other meeting conducted by electronic means through which all persons participating in the meeting can communicate with each other, provided that a quorum is present and participating in the call.  Votes taken during telephone or video conference calls require majority vote of Board members who are party to the call

Section 6. Quorum – A majority of the members of the Board shall constitute a quorum.

ARTICLE VIII – NOMINATIONS AND ELECTIONS 

Section 1. Every year there shall be the election of President- Elect, Recording Secretary, and Corresponding Secretary and two Nominating Committee members.  Election of Treasurer shall be held bi-annually. 

Section 2. Nominations 
a.  Members of the Nominating Committee shall present a slate of at least one (1) candidate for each office.
b. Recommendations for elective positions can be made to the Nominating Committee by any member no later than six (6) weeks prior to the annual meeting.

Section 3. Election Procedure
a. The slate of nominees presented by the Nominating Committee shall be placed on a ballot, which shall be either mailed or sent electronically to the membership at least one month prior to the annual meeting.
b. Election shall be by a majority of votes cast by the Annual Meeting.
c. Ballots will be available upon request to the Nominating Committee chair.
d. Results of the election shall be announced to the membership.  The new officers and board members shall assume their responsibilities on January 1 following the election.

ARTICLE IX – COMMITTEES

Section 1. Standing Committees – Standing Committees shall be Program, Nominating, Membership, Bylaws, Legislative, and Public Relations. 

a. The Nominating Chair is the immediate Past President; the Program and the Bylaws Chair must be dual members.  Other committee chairs may be chosen according to article three.
b. The President shall be an ex-officio member of all committees, except the Nominating Committee.
c.  Committees report to the President.

Section 2. Duties 
a.  Program Committee shall plan the program for the upcoming year and arrange for meeting locations.
b.  Nominating Committee shall be composed of the immediate past President as the chair and two (2) Active members elected by the general membership at Annual Meeting.  The Committee shall function as specified in Article VIII. Vacancies on the Nominating Committee will be filled by Presidential appointment.
c.  Membership Committee shall periodically review membership requirements; shall assist with membership recruitment; shall review applications for memberships; shall be responsible for compilation of the membership roster for general distribution to members and AADE by the Corresponding–Secretary. 
d.  Bylaws Committee shall review the bylaws each year prior to annual meeting and make recommendations for changes to the Board of Directors for approval.  Recommended changes will then be either mailed or sent electronically to each member at least thirty (30) days prior to the Annual Meeting.  Committee chair shall provide current bylaws to AADE when changes have been made.
e. Legislative Committee shall promote interest and action on legislative issues concerning diabetes; establish a legislative lobby among DEEM members and their clients; educate officials concerning issues pertaining to diabetes.
f.  Public Relations Committee shall be responsible for DEEM website and/or newsletter.

Section 3. Special Committees – Special Committees (ad hoc) may be appointed by the President (e.g. annual meeting, research, strategic planning etc.)

ACTICLE X – DISSOLUTION 

If, at any time, the chapter is dissolved its assets shall be disbursed to AADE. 

ARTICLE XI – PARLIAMENTARY AUTHORITY

The rules contained in Robert’s Rules of Order Newly Revised (current edition) shall govern the decision of DEEM at all levels of the organization in all cases where they do not conflict with bylaws of DEEM or the adopted polices and procedures.

         
Initiated:      1986 1991  1998 2007
Revision:      1987 1993 2000 2008
                   1989 1996 2001 2009

 

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