Article I: Name

The name of the organization shall be the Siouxland Chapter of the Clinical Laboratory Management Association (called the Chapter).

Article II: Purposes

Section 1: The purposes of the Chapter shall be those same purposes stated in the Articles of Incorporation of CLMA:

Vision Statement: The Clinical Laboratory Management Association will be the worldwide leader and catalyst in achieving excellence in health-care management and quality clinical services as a positive force for a healthier world.

Mission Statement: The Clinical Laboratory Management Association is a professional association dedicated to excellence in clinical services worldwide; to enhancing professional, managerial, and leadership skills; to promoting efficient, productive, and high-quality operations; and to advocating on behalf of quality patient care and the membership.

Shared Values: CLMA’s core values are intended to guide CLMA members, leaders, and staff in implementing the strategic plan. These values are: teamwork, high-quality clinical services, personal development, valuing individuals/diversity, education and learning, caring/service to others, leadership, equitable access to health care, and high ethical standards.

Section 2: The Chapter is organized exclusively as a membership organization within the meaning of the Internal Revenue Code.

Section 3: The chapter intends to obtain the full benefit of any tax exemption it may be entitled to under the Internal Revenue Code. Accordingly, the Chapter shall be managed in a manner consistent with exempt status.

Article III: Membership

Section 1: Qualifications

a.   Regular voting members shall be persons who are or have been: (1) engaged in the supervision or administration of laboratory / clinical services; (2) engaged at supervisory or managerial levels in the manufacture or distribution of supplies, equipment, or services to laboratory / clinical services personnel; or (3) engaged in the education of laboratory / clinical services personnel. These members shall receive benefits as determined by the Board of Directors.

b.(new)   Associate members are non-voting members and shall be persons who do not fit into one of the three groups of regular voting members described in Article III, Section 1, paragraph a. These members shall receive benefits as determined by the Board of Directors.

c.(new)   Membership in the international CLMA organization is a requirement for membership in the chapter.

d.(deleted)

e.(deleted)

Section 2: Dues

a.   Membership dues for the Chapter shall be recommended by the Board of Directors and approved by the membership at a regularly scheduled meeting. The fiscal year shall be the calendar year.

b.   If a Chapter member relocates and wishes to join a new chapter and relinquishes membership in the former chapter, chapter dues are considered reciprocal until the next member invoice date.

Section 3: Termination of Membership

a.      If the dues of any member are not paid by their established anniversary date, this membership shall automatically terminate.

Article IV: Officers

Section 1: The Officers of the Chapter shall consist of a President, Vice President and/or President-elect,, Secretary, and Treasurer.

Section 2: Term of Office: Officers shall serve for a term of two (2) years or until their successors are elected. Officers shall not serve for more than two consecutive terms in the same office.  The secretary is elected in ode years, and the President-elect and Treasurer are elected in even years.  A Director will be elected every year.

Section 3: Qualifications: Only members are eligible for election as officers.

Section 4: Duties: Officers shall perform the duties described by these Bylaws, the Bylaws of the CLMA, the parliamentary authority accepted by the chapter, the Board of Directors, and the voting membership.

Article V: Board of Directors

Section 1: The Board of Directors shall consist of the Immediate Past President, the elected officers of the Chapter, and 2 Directors.

Section 2: (new) Director Term of Office: Directors shall serve for a term of 2 year(s) or until their successors are elected. No Director shall serve for more than two consecutive terms. The term of office shall begin January 1, of the year after elected.

Section 3: Powers

a.   To conduct and manage the affairs and business of the Chapter between regular meetings of the membership.

b.   To prepare and present a financial audit at the annual meeting of the membership.

c. (deleted)

Section 4: Action without a Meeting: Action may be taken by the Board of Directors without a meeting if all members of the Board of Directors consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board.

Section 5: Quorum: A quorum shall consist of at least a majority of at least 4 Directors.

Section 6: Vacancies: In the event of vacancies, the Board of Directors shall fill vacancies for the unexpired term.

Section 7: (new) Qualifications: Only members are eligible for election as Directors.

Section 8: (new) Removal of Directors: Any Director may be suspended or removed from the Board of Directors by a two-thirds (2/3) vote of the entire Board of Directors for violating the Bylaws of CLMA, neglect of duty and office, or behavior injurious to CLMA. No such action shall be taken until the Director has been advised of specific charges, given a reasonable time to prepare a response, and afforded a full hearing before the Board of Directors.

Article VI: Election of Officers and Directors

Section 1: The election of officers and directors shall take place at the annual meeting.

Section 2: The Nominating Committee shall prepare a ballot of members willing to serve as officers or directors.

Section 3: The ballot shall be mailed to each voting member to be returned in time for the election results to be announced at the annual meeting. Sent out ballots must be returned by date indicated or no later than 14 days prior to the meeting.

Section 4: The candidate receiving the highest number of votes for each office shall be declared to be elected.

Section 5: Officers’ terms of office begin on January 1 of each year, or as specified by the chapter.

Article VII: Committees

Section 1: The Nominating Committee shall be appointed by the President and approved by the Board of Directors.

Section 2: Other standing and/or ad hoc committees shall be appointed by the President and the Board of Directors.

Article VIII: Meetings of Members

Section 1: Meetings

a.   The membership shall have regular meetings for educational purposes. The date, time, and place shall be determined by the Board of Directors and communicated to all members of the Chapter at least 14 days before each meeting.

b.   At one of the meetings, the annual business meeting of the Chapter shall be conducted for the purposes of receiving the annual report, election of officers, and any other business.

b.   Special meetings of the Chapter may be called by the President, the Board of Directors, or by written request of members.

Section 2: Quorum

At any meeting of the members, a quorum shall be constituted by those members present, at least one of who shall be an officer.

Article IX: Parliamentary Procedure

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Chapter in all cases in which they are applicable.

Article X: Chapter Responsibilities

This Chapter is a chapter of CLMA. The bylaws, policies, and procedures of the CLMA shall take precedence over any bylaw, policy, or procedure of the Chapter.

Article XI: Amendments

Section 1: The Board of Directors or any member may propose amendments.

Section 2: Any amendment to these bylaws will be effective only after the amendment has been submitted to and approved by the CLMA Board of Directors and then adopted by the Chapter membership.

Section 3: These bylaws may be amended by a two-thirds vote of those voting members at a regular or special meeting of the chapter provided a quorum is present and the proposed amendment has been presented to each member at least 14 days before the vote.

ARTICLE XII: Dissolution

In the event of dissolution, the Board of Directors, after payment or making provisions for the payment of all liabilities, shall dispose of all the assets of the Chapter by distributing the assets to CLMA, as an exempt organization under the Internal Revenue Code.