ASE Proposed Bylaws Amendments

Notice to Members of the American Society of Echocardiography

The American Society of Echocardiography Bylaws & Ethics Committee have voted in favor of several proposed changes to the ASE Bylaws.  Each proposed change is described below.  New language is printed in red text.

Click here to vote.  Votes must be received by August 31, 2016 to be counted.  Thank you.

Click here to view current ASE Bylaws

OLD LANGUAGE:
SECTION 2.  Office of the Society shall be located in Morrisville, North Carolina and/or in such other localities as may be determined by the Board of Directors.

NEW LANGUAGE:
SECTION 2.  Office of the Society shall be located in North Carolina and/or in such other localities as may be determined by the Board of Directors.   The Society shall maintain a registered agent in Indiana and in any other state in which it is located.

OLD LANGUAGE:
SECTION 5.  Removal:  Members may be removed from membership by the Board of Directors for cause by two-thirds vote.  For any cause other than non-payment of dues, removal shall occur only after the member complained against has been advised of the complaint lodged against him/her and has been given reasonable opportunity  for defense; and such member, if removed, may appeal from the decision of the Board to the Annual Business Meeting of the Society, providing that notice of intent to appeal is provided to the Chief Executive Officer at least ten (10) days in advance of the meeting.

NEW LANGUAGE:
SECTION 5.  Removal:  Members may be removed from membership by the Board of Directors for cause by two-thirds vote.  For any cause other than non-payment of dues, removal shall occur only after the member complained against has been advised of the complaint lodged against him/her and has been given reasonable opportunity not to exceed 15 days for providing the board with a defense in writing.

OLD LANGUAGE:
SECTION 2.  Special Meetings:  Special meetings of the Society may be called by the Board of Directors at any time; or shall be called by the President upon receipt of a written request by twenty-five (25) regular members.  The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.

NEW LANGUAGE:
SECTION 2.  Special Meetings:  Special meetings of the Society may be called by the Board of Directors at any time; or shall be called by the President upon receipt of a written request by twenty-five (25) regular members.  Proposals to be offered to the members for a vote, except for election ballots, shall first be approved by the Board of Directors.  The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.

 OLD LANGUAGE:
SECTION 4.  Voting:  At all meetings of the Society each regular member shall have one (1) vote and may take part and vote in person only.  Unless otherwise specifically provided by these Bylaws, a majority vote of those regular members present and voting shall govern.

NEW LANGUAGE:
SECTION 4.  Voting:  At all meetings of the Society each regular member shall have one (1) vote on those matters that may be submitted to the membership for a vote, and may take part and vote in person only.  Proxy voting shall not be allowed.  Unless otherwise specifically provided by these Bylaws, a quorum of a majority vote of those regular members present and voting shall govern.

OLD LANGUAGE:
SECTION 5.  Voting:  Proposals to be offered to the members for a vote, excepting election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by fifty (50) regular members in which case Board approval shall not be necessary.  On any vote, no less than twenty percent (20%) of all regular members shall cast a ballot to constitute a valid action and a majority of those voting shall determine the action.

NEW LANGUAGE:
Delete SECTION 5. Voting

OLD LANGUAGE:
SECTION 6.  Quorum of Members: At an annual business or special meeting of members, a quorum shall consist of no less than twenty (20) regular members, of which four (4) must be members of the Board of Directors.

NEW LANGUAGE:
SECTION 6.  Quorum of Members: At an annual business or special meeting of members, a quorum shall consist of no less than fifty (50) regular members, of which four (4) must be members of the Board of Directors.

OLD LANGUAGE:
SECTION 7.  Cancellation of Meeting:  The Board of Directors may cancel any Annual Business or special meeting for cause.  In the event of cancellation of the Annual Meeting, the Secretary shall send to the membership the results of the previous election.

NEW LANGUAGE:
SECTION 7.  Cancellation of Meeting:  The Board of Directors may cancel any Annual Business or special meeting for cause.  In the event of cancellation of the Annual Meeting, the Secretary, Chief Executive Officer or President-Elect shall send to the membership the results of the previous election or a summary of any other actions taken.

OLD LANGUAGE:
SECTION 8.  Rules of Order:  The meetings proceedings of this Society shall be regulated and controlled according to ROBERTS RULES OF ORDER (Revised) for parliamentary procedure, except as may be otherwise provided by these Bylaws.

NEW LANGUAGE:
Delete SECTION 8. Rules of Order 

NEW LANGUAGE:
SECTION 8:  Written/Electronic Ballot in Lieu of a Meeting:  Any action which may be taken at any annual or special meeting of the members (including the election of officers and directors) may be taken without a meeting if the corporation delivers a written/electronic ballot to every member entitled to vote on the matter.  Voting by written/electronic ballot shall be conducted as follows:

1. The ballot shall set forth each proposed action and shall provide an opportunity to vote either for or against each proposed action.
2. The number of ballots received by the Society must equal or exceed the quorum that would have been required had there been a meeting (i.e., the Society must receive a valid ballot from fifty or more of its voting members)
3. Unless otherwise indicated in these Bylaws, a majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to each matter on the ballot.
4. All solicitations for votes by written ballot shall indicate the number of responses needed to meet the quorum requirement, state the percentage of approvals necessary to approve each matter, and specify the time by which a ballot must be received by the corporation in order to be counted.
5. An electronic signature is accepted as a valid signature.

OLD LANGUAGE:
SECTION 1.  Elected Officers:  The elected officers of this Society shall be a President, a President-Elect, Vice President, a Secretary, a Treasurer, and a Member at Large to be elected by the membership to serve until their successors have been duly elected and assume office.

NEW LANGUAGE:
SECTION 1.  Elected Officers:  The elected officers of this Society shall be a President, a President-Elect, Vice President, a Secretary, a Treasurer, and a Council Representative to be elected by the membership to serve until their successors have been duly elected and assume office.

OLD LANGUAGE
SECTION 3.  Term of Office: Each Secretary and Member at Large shall take office immediately upon installation at the annual meeting and shall serve for a term of two (2) years or until a successor is duly elected and qualified. Each Treasurer shall take office immediately upon installation at the annual meeting and shall serve for a term of three (3) years or until a successor is duly elected and qualified.  Each President, President-Elect and Vice President officer shall take office immediately upon the installation at the annual meeting and shall serve for a term of one (1) year or until a successor is duly elected and qualified.  Each elected officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.

NEW LANGUAGE:
SECTION 3.  Term of Office: Each Secretary and Council Representative shall take office immediately upon completion of the annual meeting and shall serve for a term of two (2) years or until a successor is duly elected and qualified. Each Treasurer shall take office immediately upon completion of the annual meeting and shall serve for a term of three (3) years or until a successor is duly elected and qualified.  Each President, President-Elect and Vice President officer shall take office immediately upon the completion of  the annual meeting and shall serve for a term of one (1) year or until a successor is duly elected and qualified.  Each elected officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.

OLD LANGUAGE:
SECTION 4. Succession:  The President Elect will automatically become the President and the Vice President will automatically become the President-Elect, both upon installation at the Annual Meeting.

NEW LANGUAGE:
SECTION 4. Succession:  The President Elect will automatically become the President and the Vice President will automatically become the President-Elect, both upon the completion of the Annual Meeting.

OLD LANGUAGE:
SECTION 4.  Secretary: The Secretary shall be in charge of the Society’s records.  The Secretary shall be responsible for the proper and legal notification of members.  The Secretary shall see to the proper recording of proceedings of meetings of the Society, Board of Directors and all committees; and carry into execution all orders, votes and resolutions, not otherwise committed.  The Secretary shall see that accurate records are kept of all members. Such duties of the Secretary as may be specified by the Board of Directors may be delegated to the Executive Staff.

NEW LANGUAGE:
SECTION 4.  Secretary: The Secretary position shall be held by a sonographer.  The Secretary shall be in charge of the Society’s records.  The Secretary shall be responsible for the proper and legal notification of members.  The Secretary shall see to the proper recording of proceedings of meetings of the Society, Board of Directors and all committees; and carry into execution all orders, votes and resolutions, not otherwise committed.  The Secretary shall see that accurate records are kept of all members. Such duties of the Secretary as may be specified by the Board of Directors may be delegated to the Executive Staff.

OLD LANGUAGE:
SECTION 6.  Member at Large:  The Member at Large will be the representative voice for the  Society Councils (Sonography, Intraoperative, Vascular, Pediatric/Congenital or other Councils as they are approved by the board).  This position shall be filled by a sonographer from one of the Society’s Council Boards.

NEW LANGUAGE:
SECTION 6.  Council Representative:  The Council Representative will be the representative voice for the Society Councils (Sonography, Perioperative, Vascular, Pediatric/Congenital or other Councils as they are approved by the board).  This position shall be filled by a nominated member who has served on one of the Society’s Council Steering Committees.

OLD LANGUAGE:
SECTION 2.  Composition:  The Board of Directors shall consist of the officers of the Society (named in Article VII) and should generally reflect the composition of membership of  the Society;  fifteen(15) directors at large elected from the voting membership; and one director serving as the chair of each council within the Society; and all Past Presidents of the Society, who shall serve as ex-officio members without right to vote, with the exception of the Immediate Past President, who does have the right to vote.

NEW LANGUAGE:
SECTION 2.  Composition:  The Board of Directors shall consist of the following:  (a) the officers of the Society (named in Article VII); (b) no less than five (5) directors at large elected from the voting membership; (c) one (1) international member; (d) one (1) leadership academy representative, once this academy has been established; (e) one director serving as the chair of each council within the Society; and (f) one (1) Past President.  Additional Board members or category(ies) of Board members may be added by approval of the Board of Directors.

OLD LANGUAGE:
SECTION 3.  Term of Office:  Five directors shall be elected each year to serve for a term of three (3) years or until their successors have been elected and assume office.  Each director serving as chair of a council shall serve for his/her tenure of chairship.  If a Director is simultaneously the Chair of a Council, another Council member shall be nominated by that Council, and appointed by the President, to represent the Council on the Board of Directors.

NEW LANGUAGE:
SECTION 3.  Term of Office:  A designated number of directors shall be elected each year to serve for a term of two (2) years or until their successors have been elected and assume office. At least one (1) director seat shall rotate each year.   Each director serving as chair of a council shall serve for his/her tenure of chairship.  If a Director is simultaneously the Chair of a Council, another Council member shall be nominated by that Council, and appointed by the President, to represent the Council on the Board of Directors.

OLD LANGUAGE:
SECTION 4.  Re-election:  Members of the Board of Directors who have served a full three (3) year term shall be eligible for re-election for only one additional full three-year term.  A member who has completed a full three-year term can also serve on the Board of Directors if elected chair of a council in the subsequent year or later. 

NEW LANGUAGE:
SECTION 4.  Re-election:  Members of the Board of Directors who have served a full two (2) year term shall be eligible for re-election for only one additional full two (2) year term (either consecutively or at a later time).  A member who has completed a full two (2) year term can also serve on the Board of Directors if elected chair of a council in the subsequent year or later.

OLD LANGUAGE:
SECTION 8.  Voting:  Action taken by a ballot of the members of the Board of Directors shall be a valid action of the Board, provided that the ballots are signed and/or the email ballot indicates personal acceptance or rejection, the issue is decided by a vote of three-fourths of the members, and shall be reported at the next regular meeting of such Board.

NEW LANGUAGE:
SECTION 8.   Unanimous Written Consent in Lieu of a Meeting:  Action taken by a ballot of the members of the Board of Directors shall be a valid action of the Board, provided that the ballots are signed and the matter is approved by all board members.  An electronic signature is accepted is a valid signature.

OLD LANGUAGE:
SECTION 2.  Composition:  The Executive Committee shall consist of seven (7) members of the Board of Directors, including the President, President-Elect, Vice President, Secretary, Treasurer, Member at Large and immediate Past President.  At least two (2) members of the Executive committee shall be  cardiovascular  sonographers.  The President shall serve as an ex-officio member, without vote, except in the event of a tie, on the Executive Committee.

NEW LANGUAGE:
SECTION 2.  COMPOSITION:  The Executive Committee shall consist of seven (7) members of the Board of Directors, including the President, President-Elect, Vice President, Secretary, Treasurer, Council Representative, and immediate Past President. The Chief Executive Officer shall serve as an ex-officio member, without vote.

14. To clarify the number of positions the Nominating Committee must fill as approved by the Board.

OLD LANGUAGE:
SECTION 2.  Report of the Nominating Committee:  The Nominating Committee shall nominate a candidate to the Board of Directors whenever a vacancy occurs in the elected Officers or Board of Directors with said candidate to be elected by a majority vote of all remaining members of the Board.  The Nominating Committee shall nominate one (1) candidate for each position of elected Officers for the ensuing year and five (5) candidates at-large for the Board of Directors and shall notify, in writing, the Board of Directors at least sixty (60) days before the Annual Business Meeting and the membership at least thirty (30) days before the Annual Business Meeting.  Any person so nominated shall have given his/her prior consent to nomination and election as an Officer or Director.  No member of the Nominating Committee is eligible to be nominated for any position.

The Nominating Committee shall conduct an election by ballot in which each Regular Member will have one (1) vote to cast for each officer position and each directorship position to be elected. Candidates receiving the highest number of votes for each office shall be declared elected.  Results of the election shall be announced no later than the next Annual Business Meeting.

NEW LANGUAGE:
SECTION 2.  Report of the Nominating Committee:  The Nominating Committee shall nominate a candidate to the Board of Directors whenever a vacancy occurs in the elected Officers or Board of Directors with said candidate to be elected by a majority vote of all remaining members of the Board.  The Nominating Committee shall nominate one (1) candidate for each position of elected Officers for the ensuing year and the designated number of candidates at-large for the Board of Directors and shall notify, in writing, the Board of Directors at least sixty (60) days before the Annual Business Meeting and the membership at least thirty (30) days before the Annual Business Meeting.  Any person so nominated shall have given his/her prior consent to nomination and election as an Officer or Director.  No member of the Nominating Committee is eligible to be nominated for any position.

The Nominating Committee shall conduct an election by ballot in which each Regular Member will have one (1) vote to cast for each officer position and each directorship position to be elected. Candidates receiving the highest number of votes for each office shall be declared elected.  Results of the election shall be announced no later than the next Annual Business Meeting.

OLD LANGUAGE:
AMENDMENTS
SECTION 1.  These bylaws may be amended or repealed by a two-thirds (2/3) vote of the Board of Directors at any regular or called meeting or by electronic ballot of the Board of Directors.  Written notice of proposed amendments shall be transmitted to the membership at least thirty (30) days in advance of any meeting at which such amendments shall be considered.

NEW LANGUAGE:
AMENDMENTS
SECTION 1.  These bylaws may be amended or repealed by a two-thirds (2/3) vote of the Board of Directors at any regular or called meeting or by electronic ballot of the Board of Directors.  Written notice of proposed amendments shall be transmitted to the membership at least fifteen (15) days in advance of any meeting at which such amendments shall be considered.

Click here to vote. Votes must be received by August 31, 2016 to be counted. Thank you.