Bylaws of the American Sleep Medicine Foundation

Revised June 2013

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ARTICLE I

The name of the corporation shall be AMERICAN SLEEP MEDICINE FOUNDATION.

ARTICLE II

PURPOSES

Section 1. Not For Profit. The corporation is organized under and shall operate as a Minnesota not-for-profit corporation, and shall have such powers as are now or as may hereafter be granted by the Minnesota Nonprofit Corporation Act, as amended.

Section 2. Purposes. The purposes for which the corporation is organized are educational, scientific and charitable within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, including but not limited to educational, scientific and charitable activities relating to the field of sleep disorders medicine.

Section 3. Rules. The following rules shall conclusively bind the corporation and all persons acting for or in behalf of it:

a. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these by laws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

b. Upon the dissolution of the corporation, the board of directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the board of directors shall determine. Any assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

c. The corporation shall not adopt any practice, policy, or procedure that would result in discrimination on the basis of race, religion, or creed.

ARTICLE III

REGISTERED OFFICE, AGENT, AND SEAL

Section 1. Registered Office and Agent. The corporation shall have and continuously maintain in the state of Minnesota a registered office and a registered agent whose office shall be identical with such registered office, and may have such other offices within or without the state of Minnesota and such other registered agents as the board of directors may from time to time determine.

Section 2. Seal. The board of directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words "Corporate Seal, Minnesota."

ARTICLE IV

MEMBERS

The corporation shall have no members.

ARTICLE V

OFFICERS

Section 1. Officers. The officers of the corporation shall be a president, a president-elect (appointed at the discretion of the board of directors), a secretary, a treasurer, and such other officers as determined by the board of directors. The board of directors may elect or appoint other such officers as it shall deem desirable, such officers to have the authority to perform the duties prescribed from time to time by board of directors. Any two or more offices may be held by the same person. Officers need not be residents of Minnesota.

Section 2. The officers shall be appointed by the AASM board of directors at the first meeting of the AASM board that follows the election of AASM officers, and shall serve terms of one year, renewable annually up to three years. Vacancies may be filled or new offices created and filled at any meeting of the board of directors.

Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the board of directors for the unexpired portion of the term.

Section 5. President. The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the affairs of the corporation. She/he shall preside at all meetings of the board of directors and shall be the Chairman of the Board. She/he may sign, with the secretary or any other proper officer or designated person of the corporation authorized by the board of directors, any deeds, mortgages, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors, these by laws, or statute to some other officer or agent of the corporation, and in general perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

Section 6. President-Elect. The president-elect shall perform the duties of the president in the absence of the president. The president-elect, when so acting, shall have the powers of and be subject to all the restrictions placed upon the president. Upon expiration of the term of office of the president, the president-elect shall assume the presidency of the Corporation. The president-elect shall perform all duties incident to the office of the president-elect and such other duties as from time to time may be assigned to him by the president or by the board of directors.

Section 7. Secretary. The secretary shall keep the minutes of the meetings of the board of directors in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by laws or as required by law, be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these by laws, and in general perform all duties incident to the office of the secretary and such other duties as from time to time may be assigned to him by the president or by the board of directors.

Section 8. Treasurer. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine. She/he 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 sources whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these by laws, and in general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors.

ARTICLE VI

BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by its board of directors.

Section 2. Composition, Tenure, and Qualifications. The number of directors shall be not less than three. The directors shall be identical to those of the AASM and shall hold office in conjunction with their terms as directors of the AASM. Directors need not be residents of Minnesota.

Section 3. Annual Meetings. The board of directors shall provide, by resolution, the time and place, either within or outside the state of Minnesota, for the holding of an annual meeting of the board without other notice than such resolution.

Section 4. Regular Meetings. A regular meeting of the board of directors shall be held at such time and place as may be designated by resolution by the board of directors without other notice than this by law and such resolution.

Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any four directors. The person or persons authorized to call special meetings of the board may fix any place, either within or outside the state of Minnesota, as the place for holding any special meeting of the board called by them.

Section 6. Notice. Notice of any special meeting of the board of directors shall be given at least fifteen days prior thereto by written notice delivered personally or sent by mail to each director deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid or by electronic mail. If notice is given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited in the United States mail. If notice is given by electronic mail, such notice shall be deemed to be delivered immediately upon sending. Any director may waive notice of any meeting.

Section 7. 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 a 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 8. Manner of Acting. The act of a 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 by laws.

Section 9. Informal Action by Directors. Any action required to be taken at a meeting of the board of directors or any action that may be taken at a meeting of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.

Section 10. Compensation. Directors as such shall not receive any salaries for their services, but by resolution of the board of directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board, provided that nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 11. Key Responsibilities. Responsibilities of the Board of Directors include but are not limited to the following:

  • Uphold mission and vision of ASMF
  • Authorize policies and procedures to carry out the mission of the ASMF, notably the development of the grant portfolio
  • Oversee the affairs of the Executive Committee
  • Assess, on a regular basis, the effectiveness of the ASMF’s priorities and work (e.g., grant portfolio) in the achievement of its mission
  • Provide financial oversight, including approval of the ASMF budget and approval of funding for grants that exceed $25,000.
  • Evaluate the policy on conflicts of interest and revise as necessary.
  • Establish committees and task forces as deemed appropriate.

ARTICLE VII

EXECUTIVE COMMITTEE

Section 1. Purpose. The Executive Committee (“Committee”) shall exercise powers of the Board of Directors (the “Board”) of the ASMF (“Organization”) in relation to matters that arise between regularly scheduled Board meetings or when it is not practical or feasible for the Board to meet. The Committee is delegated the authority to act as the full Board when exercising the powers and authority under this charter, subject to the limitations of the Board.

Section 2. Membership.

The Committee will consist of the following individuals:

  • President of the ASMF
  • President-elect of the AASM
  • Secretary or Treasurer of the ASMF
  • At-large member from the ASMF Board of Directors
  • At-large member from the ASMF Board of Directors
  • President-elect of the ASMF, if there is someone in that office

Section 3. Meetings and Quorum. The Committee shall meet as circumstances dictate.

Notice of meetings shall be given to all Committee members, or may be waived, [in the same manner as required for meetings of the Board]. Meetings of the Committee may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak to each other. A majority of the members of the Committee shall constitute a quorum. The act of a majority of the Committee members present at a meeting at which a quorum is present shall be the act of the committee.

Section 4. Key Responsibilities. Responsibilities of the Executive Committee include but are not limited to the following:

  1. Make such decisions between meetings of the Board of Directors in the best interest of the ASMF. Such decisions may not be contrary to established policy as previously determined by the Board of Directors and shall be subject to subsequent approval by the Board of Directors.
  2. Make such appropriations, within the financial limit of $25,000, between meetings of the Board of Directors as may be required in the best interest of the AASM and its members. Such actions shall not be contrary to such actions previously taken by the Board of Directors and shall be subject to subsequent approval by the Board of Directors.
  3. Submit a regular report of the activities of the Executive Committee to the Board of Directors for review and information. The reports should be submitted for each regular meeting of the Board of Directors.

ARTICLE VIII

COMMITTEES

Section 1. Committees of Directors. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which shall consist of two or more directors, which, to the extent provided in said resolution, shall have and exercise the authority of the board of directors in management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon them by law.

Section 2. Other Committees. Other committees not having and exercising the authority of the board of directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present.

Section 3. Term of Office. Each member of a committee shall continue as such until the next annual meeting of the board of directors of the corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member shall cease to qualify as a member thereof.

Section 4. Chairman. One member of each committee shall be appointed chairman by the Foundation President for a term of three years.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6. Quorum. Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt rules for its own government not inconsistent with these by laws or with rules adopted by the board of directors.

ARTICLE IX

CONTRACTS, CHECKS, DEPOSITS, AND FUNDS

Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these by laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice president of the corporation.

Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

Section 4. Gifts. The board of directors may accept, on behalf of the corporation, any contribution, gift, bequest, or device for the general purposes or for any special purpose of the corporation.

ARTICLE X

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 of the authority of the board of directors.

ARTICLE XI

FISCAL YEAR

The fiscal year of the corporation shall be determined by the board of directors.

ARTICLE XII

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given under the provisions of the Minnesota Nonprofit Corporation Act, as amended, or under the provisions of the Articles of Incorporation or the by laws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XIII

AMENDMENTS TO BY-LAWS

These by laws may be altered, amended, or repealed and new by laws may be adopted by a majority of the directors present at any regular meeting or at any special meeting, provided that at least fifteen days written notice is given of intention to alter, amend, or repeal and to adopt new by laws at such meeting.

ARTICLE XIV

INDEMNIFICATION

The corporation shall indemnify all officers and directors of the corporation to the full extent permitted by the Minnesota Nonprofit Corporation Act, as amended, and shall be entitled to purchase insurance for such indemnification of officers and directors to the full extent as determined from time to time by the board of directors of the corporation. Document Number: 206389.