The name of the Academy is American Academy of Sleep Medicine, (hereinafter referred to as the “AASM”).
The American Academy of Sleep Medicine is the leader in setting standards and promoting excellence in sleep medicine health care, education and research.
The American Academy of Sleep Medicine serves its members and advances the field of sleep health care by:
To exercise all the powers conferred upon the Academy formed under the State of Minnesota Nonprofit Corporation Act in order to accomplish the Academy’s mission, including but not limited to the power to accept donations of money or property, whether real or personal, or any interest therein, wherever situated.
The AASM shall be composed of two (2) categories of Members: Accredited Sleep Disorder Center and Sleep-Related Breathing Laboratory Members and Individual Members.
Accredited Sleep Disorder Center and Sleep-Related Breathing Laboratory Members must be AASM accredited Sleep Disorder Centers or Sleep-Related Breathing Disorders Laboratories, according to criteria defined and published by the AASM.
The AASM shall have seven individual membership classes.
Fellows are individuals who have demonstrated special competency in sleep medicine and have made significant contributions to the field, as determined by the Board of Directors. Fellows of the AASM pay annual dues set by the Board of Directors. Fellows of the AASM receive subscriptions to publications owned or operated by the AASM and receive all other member informational mailings. Fellows of the AASM have full voting privileges.
All Regular members shall hold a M.D., D.O., Ph.D., or D.D.S. Degree or other doctoral degrees in the health care field and be active in sleep disorders medicine. Regular members pay annual dues set by the Board of Directors. Regular members receive subscriptions to publications owned or operated by the AASM and receive all other member informational mailings. Regular members have full voting privileges.
Individuals in formal training programs who upon completion will be eligible for regular membership, including medical students, residents and individuals enrolled in fellowship training programs, shall be eligible for Student Membership. Student members pay annual dues set by the Board of Directors. Student members may subscribe to publications at their pleasure. Student members do not have voting privileges.
Individuals with special training in the health care field, active in clinical and/or research aspects of sleep medicine, are eligible for Affiliate Membership. Affiliate members receive subscriptions to publications owned or operated by the AASM and receive all other member mailings. Affiliate members pay annual dues set by the Board of Directors. Affiliate members do not have voting privileges.
Individuals employed in the manufacture or sale of pharmaceuticals or equipment that want closer communication with the field of sleep medicine are eligible for membership as Industry Affiliates. Industry Affiliate members pay annual dues set by the Board of Directors. Industry Affiliate members receive subscriptions to publications owned or operated by the AASM and receive all other member informational mailings. Industry Affiliate members do not have voting privileges.
An individual member, having reached the age of 65, who has been an AASM member for a minimum of ten years may qualify as an AASM Emeritus member. The member must submit a request in writing to the Board of Directors. Emeritus members will pay reduced annual membership fees as set by the Board of Directors and may elect to pay an additional fee for AASM subscriptions. Emeritus members have full voting privileges.
Corresponding members shall be distinguished non-American scientists in the sleep field whose financial or academic situation renders it a hardship for them to pay full members dues. Each applicant must submit a letter to the Board of Directors requesting Corresponding member status and describing the hardship that necessitates such application. Each request will be considered on an individual basis, and any or all fees may be waived depending upon individual circumstances. Corresponding members do not have voting privileges.
All prospective members shall apply to the AASM for membership. The Board of Directors shall make the final membership decision.
Any member may withdraw from the AASM after fulfilling all obligations to it by giving written notice of such intention to the Secretary/Treasurer, which notice shall be presented to the Board of Directors by the Secretary/Treasurer at the first meeting after its receipt.
The Officers of the AASM shall be a President, a President-elect, a Secretary/Treasurer, and Immediate Past President. The Board of Directors may elect or appoint such other Officers, including Assistant Secretary/Treasurers, as it shall deem desirable.
The terms of the President, President-elect and Immediate Past President shall commence at the Annual Meeting of the AASM following their election and shall continue until the next Annual Meeting of the AASM.
The term of the Secretary/Treasurer shall commence at the Annual Meeting of the AASM following his/her election and shall continue for a period of three years. No two (2) offices may be held by the same person.
The term of office of Directors elected by the membership of the AASM shall run for three years unless elected to serve an unexpired term, in which case they shall serve the unexpired portion of the term; A Director shall be eligible for reelection for not more than one additional consecutive term, with the exception that a director elected to serve an unexpired term shall be eligible for reelection to not more than 2 additional consecutive terms.
The Board of Directors shall make an annual report of its stewardship and of the general status of the AASM at the annual business meeting of the AASM and at such other times as it may deem necessary.
Any Officer or Director may resign at any time by giving written notice to the Board of Directors or the President or the Secretary/Treasurer. Any such resignation shall take effect at the date of 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.
The Executive Committee shall consist of the President, President-elect, Secretary/Treasurer, Immediate Past President. The Board of Directors may add additional members of the Board of Directors at its discretion.
The Executive Committee shall meet monthly at such time and place as determined by the Committee. The President shall preside at meetings of the Executive Committee. In the absence of the President, the presiding officer shall be the President-elect. Emergency meetings shall be held whenever the best interest of the AASM would seem to indicate same.
A quorum for regular or emergency meetings shall be three members of the Executive Committee and for the transaction of business at any meetings of the Committee.
Duties and responsibilities shall be:
The Board of Directors may establish and appoint committees of the Board of Directors as needs dictate.
The President of the AASM may appoint ad-hoc committees as deemed necessary provided the mandate to any such committee does not duplicate the mandate of the existing committee. Presidential Committees shall expire with the term of the President.
The Nominating Committee shall be composed of five members: President, President-elect, Immediate Past President and two at-large members elected by the membership. The President shall serve as the Chair of the Nominating Committee. The two at-large members will serve one two-year term, and are not eligible for re-election. In year one, the Chair of the Membership Section Committee will serve a one-year term on the Nominating Committee as one of the at-large members. The second at-large member will be elected from the membership for a two-year term, which ensures continuity of the committee. Each subsequent year, one at-large member will be elected to serve a two-year term.
The Nominating Committee shall meet at such times and place as determined by the Chair of the Nominating Committee.
At-large members election process:
The duties of the Nominating Committee shall include:
The Committee on Committees shall be composed of the President-elect, Secretary/Treasurer, and one additional member who must be a member of the Board of Directors appointed by the President-elect. The President-elect shall serve as the Chair of the Committee.
The annual meeting of the AASM shall be scheduled to coincide with the annual scientific meeting of the APSS. The Board of Directors, at its March meeting, shall fix the time and place for the annual meeting of the AASM. At the annual meeting, the officers and directors for the ensuing year shall be installed and reports shall be given by the Secretary/Treasurer, the retiring President, and the President for the ensuing year.
Special meetings of the members of the AASM may be called by the President or the Board of Directors. Special meetings shall be held such time and place that the Board of Directors may determine.
By or at the direction of the President or Secretary, each member entitled to vote shall be notified by mail or electronic mail or by publication in the Journal of Clinical Sleep Medicineof all meetings of the AASM. The notice shall be delivered not less than five, or more than sixty, days before the date of the meetings. The notice shall state the place, day, and hour of the meeting and in the case of a special meeting shall state the purpose or purposes in which the meeting is called.
Twenty percent (20%) of the members in good standing present in person shall constitute a quorum of meeting of the AASM.
Unless determined otherwise by the Board of Directors, only members in good standing, and present shall be eligible to vote at the annual or special meeting of the AASM. No member may vote by proxy.
Joint meetings may be held with appropriate societies at the discretion of the President, Executive Committee, or the Board of Directors.
The AASM shall establish such sections as the Board of Directors may from time to time determine desirable. These shall be known as AASM Sections and shall be suitably identified. The Board of Directors shall be responsible for establishing purpose, participation, operational guidelines, structure and financing for all sections as it deems appropriate and in the best interest of the organization and the membership.
Funds of the AASM shall consist of monies raised by annual dues levied on the members, voluntary contributions to the AASM, income from sales of AASM approved products and services, and revenue from any other source approved by the Board of Directors. No part of the net earnings of the AASM shall inure to the benefit of any individual member or private person. Notwithstanding any other provision of these Bylaws, the AASM shall not carry on any activity not permitted to be carried on by a corporation exempt from Federal income tax under chapter 501 (c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law).
Dues shall be established from time to time by the Board of Directors. Center Member dues shall be payable in advance on the first day of January in each fiscal year. Dues of a new Center 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 AASM. Individual 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 the membership may thereupon be terminated by the Board of Directors.
Each year, the Nominating Committee will recommend candidates to the Board of Directors for Officers and/or Elected Director positions that become vacant. After receiving recommendations from the Nominating Committee, the Board of Directors shall nominate one or more candidates for each elective office to be filled.
In the case of Directors and Officers, the nominees will be submitted to the Membership for vote by mail ballot within not less than thirty (30) days of the annual business meeting. In the event there is a twenty (20%) percent or greater write-in vote for a specific candidate for any office, a run-off election for the office will be held. For the propose of determining the twenty (20%) percent write-in test, the President-elect, Secretary/Treasurer, and all Elected Directors shall be deemed as three (3) distinct offices. The twenty (20%) percent write-in test shall require a twenty (20%) percent vote of the total eligible voting membership
The current Robert’s Rules of Order shall be the parliamentary authority when not in conflict with the bylaws of the AASM.
The usual order of Business of the Board of Directors shall be:
The usual order of business of the annual business meeting of the AASM shall be:
The registered office of the AASM as required by the Minnesota Nonprofit Corporation Act will be maintained in the State of Minnesota as provided and designated in the Articles of Incorporation. The Board of Directors of the AASM may, from time to time, change the location of the registered office pursuant to CHAPTER 317.19 of Minnesota Statutes. On or before the day that such change is to become effective, a certificate of such change is to become effective, a certificate of such change and of the location and post office address of the new registered office shall be filed with the Secretary of State of Minnesota as provided by law.
The AASM 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 authority of the Board of Directors, and shall keep at its principal office a record giving the names and addresses of the Board of Directors. All books and records of the AASM may be inspected by any Director, for any proper purpose at any reasonable time.
Whenever any notice is required to be given under the provisions of the Bylaws or under the previsions of the Articles of the AASM or by the State of Minnesota Nonprofit AASM Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time state therein, shall be deemed equivalent to the giving of such notice.
Amendments may be proposed by a majority of the Directors, or by a Petition from at least twenty (20%) percent of the members of either category of the AASM. In the event of a properly proposed amendment, the Board of Directors will prepare a ballot containing the proposal and send it to the respective members of both categories of the AASM. The ballot shall provide a reasonable period of time in which it is to be returned. An amendment is adopted when it receives the vote of more than a majority of the returned ballots of both membership categories before the expiration of the specified time.