International Pediatric Sleep Association (IPSA)
Article 1: Name
The name of the corporation is the International Pediatric Sleep Association that is a non-profit organization
Article 2: Aims
The International Pediatric Sleep Association has been organized to operate exclusively for scientific, and educational purposes, and more specifically:
To promote basic and applied research in all areas of sleep in infants, children and adolescents.
To promote teaching programmes on pediatric sleep, and the coordination of these programmes among the different member- societies
To hold scientific meetings
To provide information to the public about prospects and applications of pediatric sleep research
To increase the knowledge of pediatric sleep problems and their consequences
To provide a forum for the exchange of information pertaining to pediatric sleep research
To establish and maintain standards of reporting and classifying data in the field of pediatric sleep research
Article 3: Funds, Dues, And Activities
Funds of the Association shall consist of monies raised by annual dues levied on the members, voluntary contributions to the IPSA, and income from grants, donations, legacies and gifts or any other source approved by the Board of Directors.
Article 4: Membership
The Association is be composed of diverse classes of members. Current membership includes: full members, student members, associate members, Corporate members, and Honorary members.
4.1.1 Full Members are scientists who have shown a specific interest in pediatric sleep, as illustrated by their Curriculum Vitae. Full members pay annual dues set by the Board of Directors. Full members have full voting privileges.
4.1.2 Student Members are persons engaged in an academic program on pediatric sleep. Student members must be endorsed by a full or emeritus member in good standing. Student members pay lower membership dues than Full members as set by the Board of Directors. Student members do not have voting privileges.
4.1.3 Associate Members are members actively engaged in sleep research, usually as a member in the laboratory of a full member, but are not eligible for another membership class as determined by their curriculum vitae. Associate members dues will be determined by the Board of Directors. Associate members do not have voting privileges.
4.1.4 Corporate members. Corporate membership is open to organizations, including partnerships, sole proprietorships, corporations, firms, educational institutions, foundations, associations and any company legally incorporated under the laws of its respective country. Corporate membership is granted to any company upon application to the Society through the Treasurer/Secretary, to become effective upon receipt of the annual dues
4.1.5 Honorary Members are persons whom the Society specially desires to honour in consideration of exceptional service rendered by them to Pediatric Sleep research. Ordinary Members of the Society may nominate suitable candidates for consideration by the Executive Committee. Honorary members shall pay no dues. They have no voting privilege.
4.2 Procedures for Membership
Those who desire to become a member of the IPSA must submit an official application to the secretary office by regular mail or in electronic form
All members, except Honorary Members, pay annual dues. Annual subscriptions are due on the 1st of January each year. The dues for each category of membership are determined by the Board of Directors subject to the ratification by members at a General Meeting. The annual fees are used to cover expenditures connected with running the Society as well as to promote activities decided by the Board of Directors.
4.4 Special Meeting of Members.
Upon the written request of fifteen percent (15%) of the voting members, or by majority vote of the Board of Directors, the Board of Directors shall call a special meeting of members to consider a specific subject. Notice of any special meeting shall be given to the members, twenty days prior to the meeting, by mail and/or electronic means.
4.5 Termination of membership
The Executive Committee may terminate membership if it is convinced that such membership is not to the advancement of the Association, or by receipt of a written resignation from a member.
Article 5: Sections
5.1 Sections are created to provide Society members the opportunity to establish an affiliation with a group of professionals who share common interests. Section sponsored activities and programs should encourage and promote research and education in its area of specialty.
5.1.1 Section Membership. Each Section elects a Section Chair annually, that may serve up to three one-year terms. The responsibilities of the Section Chair are designated by the Board of Directors. Members of the IPSA are encouraged to identify one Section of primary interest. Membership in a section is limited to IPSA members. Members may join only one section.
5.1.2 Creation of New Sections. Creation of a new Section requires a petition to the Board of Directors and approval by the Board of Directors. The Board of Directors may establish new Sections should it determine there is a need created by scientific advancement and development in the field.
Article 6: Board Of Directors
6.1 The Board of Directors consist of the President, Vice-President, Immediate Past-President, Secretary-Treasurer, and seven Directors elected for a three-year term by the eligible voting members of the IPSA.
6.2 No contract, debt, or obligation shall be binding unless contracted under the direction of the Board of Directors. The Board has the control and management of the property of the IPSA with the power to borrow money for corporate purposes. The Board of Directors has the power to enter into contracts, leases and cooperative relationships with other organizations.
6.3 The Board of Directors shall meet at least once a year. The President may call additional meetings at discretion. The President, if present, presides at every meeting of the Board. If the President is not present, (in order of precedence) the Vice-President, Secretary or Treasurer may act as chair-person. The Board meeting must be adjourned if none of the elected Officers is present.
6.4 Elections. At least three months prior to the election, the Board will propose a list of candidates for the positions of Officers and Directors which, when approved by at least five of the Board members, will become the Board recommended slate. The Secretary will mail to all members the details of the recommended slate and request the submission of other nominations from the membership. All nominations must be proposed by at least two members, accompanied by the written consent of the nominee to serve if elected, and be received at least one month prior to the date of the election. At least one month before the Annual Business Meeting, the Secretary will send to each member a ballot list containing the names of all eligible nominees. Ballot papers can either be submitted at the Annual Business Meeting or, for members unable to attend the meeting at which elections are to take place, they can send the signed proxy ballot to the Secretary in reasonable time to be included in the ballot.
6.5 Quorum. A majority of the Board members (Directors plus Officers) constitutes a quorum for the transaction of business at a Board Meeting. Every act or decision made by a majority of the Directors and Officers present at a meeting duly held at which a quorum is present shall be the act of the Board.
6.6 Vacancies shall be filled in the following manner. A vacancy in the office of President shall be filled by the President-Elect. A vacancy in the office of the Secretary-Treasurer the Board of Directors shall appoint a Board member to fill the vacancy until the next election. The President shall assume the duties of the Secretary. Vacancies in the seven Director positions shall be filled at the discretion of the Board of Directors.
6.7 Duties of officers.
President: the President is the principle elected officer and has general supervision over the activities and affairs of the Association, subject to the control of the Board. The President may sign and execute, in the name of the Association, any instrument authorized by the Board. The President has the discretion to prescribe the duties of other Officers and Board members in a manner not inconsistent with these Bylaws. The President shall, upon expiration of two terms as President, serve on the Board of Directors for one year as Immediate Past-President.
Vice-President: The Vice-President performs the duties of the President in the absence of the President and may sign and execute, in the name of the Association, any instrument authorized by the Board.
Secretary-Treasurer: the Secretary maintains the membership records of the Association, ensure that the elections to the Board are performed according to the procedure outlined in these Bylaws, record the decisions of the Board in the minutes of Board meetings and maintain a history of the Association. The Secretary is, or cause to be given, notice of all meetings. The Treasurer is responsible for maintaining the financial records of the Association and ensuring that all income and expenditures are in compliance with applicable tax law, the Association's Bylaws and the aims and objectives of the Association. The Treasurer is responsible for filing the Association's tax returns, planning the annual budget, solicitation of financial support for the Association from organizations with an interest in inflammation research and treatment, and will submit an annual financial report.
Directors: the Directors determine the policies of the Association in accordance with its Bylaws, plan scientific meetings, authorize expenditure of funds, and are available to serve on sub-committees designated by the Board.
Article 7. Dissolution
7.1 In the event of liquidation or dissolution of the Association, no liquidating dividends or dividends in distribution of the property of the Organization shall be declared or paid to members or officers of the Association or to any private individual, but, rather, such property shall be transferred to such charitable scientific or educational organizations, corporations as the Voting Members of the Association shall determine or its legal administrators, after its dissolution, shall direct.
Article 8. Miscellaneous
8.1 The fiscal year of the Association is set by resolution of the Board of Directors.
8.2 Except as otherwise provided by law, these Bylaws and the Articles of Incorporation of the Association may be amended or repealed by action of the Board of Directors. The Board shall seek the approval of the General Assembly, specifically invited for that purpose when such proposed amendments represent a substantive change in the Instruments of the Association.
8.3 Newly elected Officers and Board members shall take office immediately following the Association's Biennial International Scientific Meeting.