AAB Bylaws

Bylaws

American Association of Bioanalysts

Amended 11/7/2005

Amended 3/17/2008

Amended 1/5/2012

Amended 5/19/2018

Amended 3/24/2023

Section 11 – Liaisons to National and Regional Boards Of Directors p. 21

Article XII – Amendments to The Bylaws p. 22

Section 1 – Procedures to Amend Bylaws p. 22

Section 2 – Rules of Order p. 22

Article XIII – Effective Date .................................... p. 22

ARTICLE I

SECTION 1 - Name The name of this not-for-profit corporation shall be the AMERICAN ASSOCIATION OF BIOANALYSTS (AAB).

SECTION 2 - Principal Offices

The principal office of the Association shall be located in St. Louis City of St. Louis County, State of Missouri, or in such places as the Association through its charters or AAB National Board of Directors and Bylaws may designate. The Association may have offices at any other place or places either within or without of the State of Missouri, as the Board of Directors and Bylaws may from time to time designate.

SECTION 3 - Clinical Laboratory

As used in these Bylaws, a clinical laboratory is a facility for the biological, microbiological, serological, chemical, immunohematological, hematological, biophysical, cytological, pathological or other examination of materials derived for the purpose of providing information on the diagnosis, prevention, or treatment of any disease or impairment of, or the assessment of health of, human beings.

SECTION 4 – Bioanalytical Laboratory – A facility for the analysis of materials derived from biological sources, or a facility that tests for materials that can affect living organisms. Examples include, but are not limited to, Veterinary, Food Testing, Environmental, Embryology, and Public Health Laboratories.

ARTICLE II OBJECTIVES

The purpose of this organization shall be to serve as a vehicle to further the interests of the members of the organization in any way authorized or allowed by law; to provide a means for keeping abreast of the latest developments in Bioanalysis and in relevant government statutes and regulations; to encourage original thinking and research projects; to promote accurate and reliable laboratory testing and to support external quality control as a means of assessing and improving the performance of laboratory testing; to work hand-in-hand with members of the Health and Allied Professions; to encourage constant self-improvement with service to the community and to humanity as its ultimate goal; to provide the facilities for expression of scientific opinions and dissemination of scientific information through such media as forums, workshops, educational seminars, and scientific journals; to participate in the formation of public policy related to health care in general and laboratory practice in particular; to work in close cooperation with all other related organizations for the benefit of all concerned; to promote and establish curricula at the university level leading to degrees in bioanalysis; to encourage ethical conduct consistent with professional dignity and good human relations and ethical business practices; to foster a spirit of humility and group cooperation where the ambitions of the individual will be placed secondary to the common good.

SECTION 1 - Purposes

SECTION 2 - Powers The corporation shall have any and every power that a not-for-profit corporation organized under the General and Not-For-Profit Act of California may have.

ARTICLE III MEMBERSHIP CATEGORIES

SECTION 1 - Individual Membership There shall be five categories of individual membership as follows: Regular, Special, Associate, Student, and Affiliate. Membership shall not be denied on account of race, color, sex, age, religion or national origin.

A. Regular Members Regular members shall consist of individuals who are qualified as directors, owners, executive officers, managers or supervisors of bioanalytical or clinical laboratories as set forth in Article III, Section 4, or those directors, supervisors or managers who are full-time university faculty members or activeduty members of the U.S. Armed Forces.

B. Special Members There shall be the following categories of special members: (1) Emeritus, (2) Honorary, (3) Inactive, (4) Life, and (5) Supporting.

C. Associate Members Associate members shall consist of individuals who are qualified as laboratory technologists or technicians (including physician office laboratory technicians and phlebotomists) in bioanalytical, clinical, or other laboratories approved by the AAB National Board of Directors. An

Associate Member shall have the right to vote only in the Associate Member Section, as provided in Article XI.

D. Student Members Student members shall consist of individuals who are full-time students in a college, university, junior college, or vocational school that is accredited by an accrediting agency recognized by the U.S. Office of Education. Part-time students are eligible for student membership only if they are not employed in the laboratory field.

E. Affiliate Member – Individuals who are “Professional partners” to laboratories, i.e., they provide services or consultations that involve the laboratory testing process. Examples include, but are not limited to, industrial hygienists (for environmental testing), genetic counselors (for genetic testing), and remediation specialists (for environmental testing).

SECTION 2 – Corporate Membership

There shall be two categories of Corporate Membership: (A) Laboratory and (B) Sustaining.

A. Laboratory: entities that provide clinical or bioanalytical laboratory services and that have gross revenues of less than $2 billion and whose application must be approved by the AAB Board of Directors.

Laboratory Corporate Membership shall entitle the laboratory to up to two regular (individual) members, who must be executive officers of the member laboratory, and will be qualified to a vote in AAB elections. Other representatives of the laboratory may become regular (individual) members of AAB by submitting the appropriate membership application for approval.

B. Sustaining: entities that manufacture, produce, distribute, sell, or lease product, supplies, equipment, or services to laboratories, and that evidence a serious interest in the activities of the Association. Sustaining Corporate Membership shall be a national membership and shall not be specifically assigned to any individual Region. Application shall be made with the Membership Review Committee and must be approved by such committee subject to final approval by the AAB National Board of Directors.

SECTION 3 – Application Approval All applications for Individual and Corporate membership in the Association must be approved by the Membership Review Committee of the American Association of Bioanalysts before such person or entity becomes a member. All applicants for membership in the (AMS) Section must be approved by the Membership Committee of the Associate Member Section (AMS) of AAB subject to approval by the AMS Administrative Board.

SECTION 4 - Qualifications of Regular Members

Member Individuals shall possess the following qualifications to be eligible for regular membership:

A. Directors

1. An individual who is licensed or qualified as a laboratory director of a clinical, bioanalytical or environmental laboratory by any federal or state agency; or

2. An individual who is a Diplomate of the American Board of Bioanalysis or certified as a Laboratory Director by another national certifying agency acceptable to the Membership Committee.

B. Owners Owner members shall consist of persons having at least a 10% ownership share or financial interest in a clinical or bioanalytical laboratory or the parent company of a clinical or bioanalytical laboratory whether or not they are trained in the laboratory sciences. Ownership may be through debt or equity. Such a laboratory must be a member of the NILA Section of AAB. Owner membership shall be retained as long as the clinical or bioanalytical laboratory is a member in good standing in the NILA interest section of AAB.

C. Executive Officers – Individuals who are executive officers of a clinical or bioanalytical laboratory as defined in Article I, Section 3. Such a laboratory must be a member of the NILA Section of AAB. Executive Officer membership shall be retained as long as the clinical or bioanalytical laboratory is a member in good standing in the NILA interest section of AAB.

D. Managers Persons having less than 10% ownership share or financial interest in a laboratory or the parent company of a laboratory and who are actively engaged in an administrative or managerial position in a CLIA-certified clinical laboratory or a federally certified or state licensed bioanalytical, laboratory, e.g., environmental, embryology, public health, or veterinary laboratory. Persons who qualify as directors, consultants, or supervisors under the CLIA ’88 regulations, now or as they may be amended, or who are certified by the ABB as a director, may not qualify as Managers, except ELDs who do not hold a doctoral degree.

E. Supervisors An individual who is qualified as a laboratory supervisor under the Clinical Laboratory Improvement Amendments of 1988 (CLIA ’88), or in a laboratory licensed by a federal or state agency that requires such licensure; or an individual who is certified as a supervisor, but not as a director, by the American Board of Bioanalysis (ABB) or another national certifying agency acceptable to the Membership Review Committee, except ELDs who do not hold a doctoral degree.

An individual who is certified as a supervisor (but not as a director) by the American Board of Bioanalysis (ABB) or another national certifying agency acceptable to the Membership Review Committee.

F. Faculty Member Directors, managers, and supervisors who are full-time university faculty members with teaching responsibilities in the bioanalytical sciences.

G. Armed Forces Directors, managers, and supervisors who are full-time active-duty members of the U.S. Armed Forces.

SECTION 5 Qualifications of Special Members

A. Emeritus Member a Regular member of AAB who is no longer actively engaged in professional or business endeavors and who has been a regular AAB member for 10 or more years. An emeritus member is encouraged to serve on committees as permitted by the AAB Bylaws, but shall not be eligible to vote or hold office. Emeritus members shall pay dues or fees for educational programs, as determined from time to time by the AAB National Board of Directors.

B. Honorary Member an individual whose achievements entitle him/her to special recognition by the Association may be nominated for election as an honorary member. The Membership Review Committee shall propose and sign the nomination of an individual to honorary membership. Confirmation by the AAB National Board of Directors shall constitute election to this status. Any person elected as an honorary member shall be exempt from the payment of dues or fees, but shall not be entitled to vote.

C. Inactive Member a Regular member of AAB who has left the field of bioanalysis for another field of endeavor, but who wishes to retain an affiliation with the Association. An inactive member shall not be eligible to vote or hold office and shall pay reduced dues, as determined from time to time by the AAB National Board of Directors.

D. Life Member a Regular member whose contributions to the Association merit recognition by the award of lifetime membership. Such individual shall be nominated for life membership by the Membership Review Committee and such nomination shall be acted upon by the AAB National Board of Directors at its next regular meeting, immediately following receipt of such nomination. The Life Member shall be entitled to all the privileges of the Association as set forth in these Bylaws, except that such member shall not be required to pay any dues.

E. Supporting Member an individual evidencing a serious interest in the activities of the Association. This membership shall be a national membership and shall not be specifically assigned to any individual Region. Application shall be made with the Membership Review Committee and shall be approved by such committee subject to final approval by the AAB National Board of Directors.

No person shall become a member of any Region, or hold any office, unless such person is a member in good standing of the American Association of Bioanalysts.

SECTION 6 - Requirement to Hold Office

SECTION 7 - Suspension and Expulsion

Any member may be suspended or expelled for cause. The Regional Board of Governors may initiate charges of alleged cause on the part of a member. Such charges shall be

prepared and signed by the Regional Chairman and the Regional Administrative Secretary (RAS) and shall be forwarded to the AAB National Board of Directors.

Sufficient cause for such suspension or termination of membership shall include, but not be limited to, the following:

1. A violation of any law or rule, or of any rule or practice properly adopted by the association;

2. Conviction of a criminal offense;

3. Exclusion or suspension from the Medicare, Medicaid or other federal or state healthcare programs;

4. Any conduct prejudicial to the Association; and

5. Any other conduct considered by the AAB National Board of Directors to be inconsistent with the purpose of the Association, as set forth in Article II, Section 1 above.

Such suspension or expulsion shall be by a 2/3 vote of the entire membership of the AAB National Board of Directors, provided that a statement of the charges shall be mailed by registered mail to the member at least 30 days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the AAB National Board of Directors at which charges shall be considered, and the member shall have the opportunity to appear in person or by the member’s representative, and present any defense to such charges before action is taken thereon. A member may present his/her defense in writing if the member so desires. If a Director is prejudiced, or considered to have a vested interest in the matter of a member under charges, said Director shall not vote on said member’s suspension or expulsion. Procedures for such a hearing shall be determined from time to time by the AAB National Board of Directors.

SECTION 8 - Membership Liability

No member of the Association shall be liable for the debts of the Association in any amount in excess of dues required of such member for the year in which the indebtedness is legally established together with such voluntary subscription as such member may have made to the Association.

ARTICLE IV ORGANIZATIONAL STRUCTURE OF AAB

For administrative purposes and to carry on its activities, the Association shall be composed of members organized into regional groups to be known as Eastern, Midwestern, Southern and Western Regions. The states and territories comprising each region shall be as follows:

SECTION 1 - Regions —

AAB members are assigned to a region based upon their preferred mailing address to which AAB mail is forwarded.

International Members (e.g., Canadian, Mexican, etc.) shall be assigned by the AAB National Board of Directors to the region that is most contiguous geographically to their country of residence.

SECTION 2 - Special Interest Groups

A. AAB members in good standing may petition the AAB National Board of Directors to form a special interest group. The petition must be signed by a minimum of 25 AAB members. Upon obtaining the necessary number of signatures, the petition shall be presented to the AAB National Board of Directors along with proposed standing rules for the special interest group. The standing rules shall include, but not be limited to, the following:

1. Name of the special interest group.

2. Purpose of the special interest group.

3. Membership requirements for the special interest group.

4. The number, title, and duties of officers.

5. The procedure for nominating and electing officers.

6. Method for amending the standing rules.

Notwithstanding 1 through 6 above, the following are required procedures and positions:

B. The special interest section shall be governed by an executive committee consisting of not less than three nor more than seven members.

Officers of the special interest group shall consist of the Chair/President, Chair-elect/President Elect, and Secretary/Treasurer. The special interest group’s Standing Rules shall stipulate whether the title of Chair or President and Chair-elect or President-Elect shall be used. If the special interest groups chooses to use the title of President the acronym for the special interest group shall be used in conjunction with the title of President so as to eliminate confusion with the President of the Association (e.g. CRB-President). Officers may either be elected “at large” or rotated through the regional chairs, with the rotation to follow the same order as the national officers of the AAB.

C. Regional Structure

The nominating committee for regional officers of the special interest group shall be composed of the Chair and Administrative Secretary of the region plus the Regional Chair of the special interest group. When there are two or more past Chairs/Presidents of the special interest group, then the two most recent past Chairs/Presidents plus the current Chair/President of the special interest group shall comprise the Regional Nominating Committee.

D. National Structure

The Nominating Committee shall be comprised of the two most recent past CRB Presidents and the current CRB President. The most recent CRB Past-President shall act as the committee Chair. The current CRB President shall act as the committee Secretary. It shall be the duty of the Nominating Committee to nominate candidates for the following positions: CRB President-Elect, Secretary, Director Member, Supervisor Member, Medical Technologist/At-Large Member. The special interest group and its proposed standing rules must be approved by an affirmative vote of two-thirds of the entire AAB National Board of Directors.

E. The Chair/President of the special interest group shall hold a voting position on the AAB National Board of Directors.

The mechanism for financing the special interest group shall be determined by the members of the special interest group with the approval of the AAB National Board of Directors.

SECTION 3 - Management of The Affairs of The Association

A. The property, business, and general affairs of the Association shall be managed by an AAB National Board of Directors. The Board may conduct business by computer and other media of electronic and telephone communications (e.g., facsimile and telex).

B. The property, business, and general affairs of each Region shall be managed by the Board of Governors of the Region being consistent with the policies of the AAB National Board of Directors and the Bylaws of AAB.

C. The Regional Board of Governors shall have the authority to implement rules or regulations to aid them in their administration.

Any of these rules or regulations shall not be in conflict with these Bylaws or any rules or regulations formulated by the AAB National Board of Directors.

ARTICLE V OFFICERS, BOARD OF DIRECTORS, AND BOARDS OF GOVERNORS

In order to hold any office of this Association, an individual must be a member in good standing of the American Association of Bioanalysts.

SECTION 1 - Regional Boards of Governors The Regional Board of Governors shall consist of the following:

A. Regional Chair, to be elected from the Director and Owner Members of the Region.

B. Regional Administrative Secretary, to be elected from the Director and Owner Members of the Region.

C. Regional Treasurer, to be elected from the Director, Owner, Manager, and Supervisor Members of the Region.

D. Chair of the Region’s Committee on Government and Professional Relations, to be elected from the Director, Owner, Manager, and Supervisor Members of the Region.

E. Chair of the Region’s Committee on Continuing Education, to be elected from the Director, Owner, Manager, and Supervisor Members of the Region.

F. A Regional Manager Representative, to be elected from the Region’s Manager members.

G. A Regional Supervisor Representative, to be elected from the Region’s Supervisor members.

H. An AMS Liaison Representative, an AMS member to be appointed by the AMS Administrative Board.

I. A Regional Affiliate Representative to be elected from the Region’s Affiliate members.

J. Regional Chair of Special Interest Group.

SECTION 2 - AAB

National Board of Directors

A. The AAB National Board of Directors shall consist of the following:

1. The four (4) Regional Chairs one of whom shall be the President of the Association, one of whom shall be the First Vice President, one of whom shall be the Second Vice President, one of whom shall be the Third Vice President. The offices enumerated above will be on a rotation basis and rotated through the Regions in the following order: (a) Eastern, (b) Midwestern, (c) Western, (d) Southern.

2. Four Regional Administrative Secretaries (RAS).

3. The Secretary-Treasurer who will be the immediate Past President.

4. One Manager or Supervisor Member elected from among the four Regional Manager Representatives and the four Regional Supervisor Representatives, provided that the combined number of Manager and Supervisor members in good standing equals or exceeds at least 20% of the total Regular AAB members at the end of the preceding year.

5. One Affiliate member elected from among the four Regional Affiliate Representatives, provided that the number of Affiliate members in good standing equals or exceeds at least 10% of the total Regular AAB members at the end of the preceding year.

6. Chair, AAB Proficiency Testing Service.

7. The AMS Liaison Representative.

8. Chair/President of AAB Special Interest Group.

B. As may be defined or determined by the Board of Directors from time to time, individuals who own or are employed by a national laboratory company or corporation with gross revenues in excess of $2 billion are not eligible to be elected or to serve on the Board of Directors.

SECTION 3 - Duties of Officers

The duties of each officer shall be those that usually attach to his/her office and any others delegated by the Board.

SECTION 4 - Term of Office

Each officer shall assume his/her duties beginning immediately after the annual meeting. The term of office shall be for a period of one year, or until a successor qualifies for such office.

SECTION 5 - One Board Member Per Laboratory

The number of Director and Owner Members from an individual laboratory (including the parent company and its subsidiaries) serving on the Board is limited to no more than one. This does not apply to the AAB Proficiency Testing Service because of Section 2, A-7 of this Article.

SECTION 6 - Personnel

The Board of Directors of the Association may appoint such personnel as are needed to enable the officers to effectively perform their duties.

SECTION 7 - Removal From Office Any member of the Board of Directors who is absent from two consecutive meetings of the Board of Directors without acceptable excuse as determined by the Board shall have his office declared vacant and a successor appointed by the appropriate Regional Board of Governors, except the Supervisor Representative, who will be appointed by the AAB National Board of Directors.

SECTION 8 – Vacancies If the Office of President shall become vacant, the First Vice President will succeed to the office of the President for the remainder of the unexpired term of office. In the event of vacancies in both Offices of President and First Vice President, the Second Vice President shall assume the office of President for the remainder of the unexpired term of office. In the event of vacancies in the three offices of President, First Vice President, and Second Vice President, the Third Vice President shall assume the office of President for the remainder of the unexpired term of office. Officers shall revert to their normal status following the next regular election.

ARTICLE VI STANDING COMMITTEES

SECTION 1 - Executive Committee the President, the First Vice President, the Second Vice President, the Third Vice President, and the Secretary-Treasurer shall comprise the Executive Committee. The Executive Committee shall designate all committees and make all appointments, with exception of the Audit and Budget Committee, subject to approval by the National Board of Directors of the Association. The Executive Committee shall have full authority to act for the AAB Board between meetings of the AAB National Board of Directors.

SECTION 2 - Audit and Budget Committee

The Audit and Budget Committee shall consist of the following: Secretary-Treasurer, who shall be the Chair; the President, the First Vice President, the Second Vice President, and the Chief Administrative Staff Officer of the Association. The responsibility of the Audit and Budget Committee shall be to prepare financial statements for presentation to the Board of Directors at their regular meetings and an annual statement to be presented to the membership at the annual meeting of the Association. This Committee shall also be responsible for the preparation of an annual budget to be presented to the AAB National Board of Directors for their review and approval. The Audit and Budget Committee shall monitor and make recommendations to the AAB National Board of Directors on any fiscal matters pertaining to the Association.

SECTION 3 - Membership Review Committee

The Membership Review Committee shall consist of the four Regional Administrative Secretaries. The Membership Review Committee shall expeditiously handle and process all applications for membership in the Association. The Chair of the Membership Review Committee shall be the Regional Administrative Secretary from the same region as the President of AAB.

SECTION 4 – Membership Promotions Committee Membership Promotions Committee, whose members shall be appointed by the AAB Executive Committee (subject to approval by the AAB Board of Directors), shall be responsible and shall act on all matters pertaining to increasing and retaining members in the Association.

SECTION 5 – AAB Awards Committee – The AAB Awards Committee shall consist of the previous recipients of the Lucien D. Hertert Award. If these individuals are AAB members, their AAB membership must be in good standing. This committee will recommend the recipients, pending board approval, for all of AAB’s major awards. The AAB Awards Committee chair and vice chair shall be the most senior recipients of the Hertert Award (as determined by the date the award was presented) who are also AAB members in good standing.

SECTION 6- Special Appointments

The Executive Committee shall submit appointments for the Chair of the Proficiency Testing Service, the Chair of Continuing Education, the Chair of the Membership Promotions Committee and the Chair of the Government and Professional Relations Committee to the AAB Board of Directors for approval.

ARTICLE VII

NOMINATIONS AND ELECTIONS OF AAB REGIONAL OFFICERS

The Nominations and Elections Committee of each Region shall consist of the two most recent available past Regional Chairs in the Region, and the Regional Chair in office at that time, who shall be the Committee Chair.

SECTION 1 – Nominations Committee

SECTION 2- Nominating Regional Officers and Board Members

It shall be the duty of the Regional Nomination and Election Committee to nominate candidates for the following positions: (a) Regional Chair, (b) Regional Administrative Secretary, (c) Regional Treasurer, (d) Chair of the Regional Committee on Continuing Education, (e) a Regional Manager Representative, (f) a Regional Supervisor Representative, and (g) a regional Affiliate Representative.

SECTION 3 - Responsibility of Regional Board The Regional Board of Governors shall be responsible for all regional activities and administration within its Region.

SECTION 4 - Regional Officers On National Board Regional officers holding dual responsibility on the Regional Board of Governors and the AAB National Board of Directors are as follows: Regional Chair and Regional Administrative Secretary.

SECTION 5 - Nominating and Election Procedures

The Regional Nominations and Elections Committee shall present the slate of candidates to the Regional Board of Governors at least 90 days prior to the annual meeting. All candidates must be members in good standing at least 15 days prior to the mailing of the ballots. Mail ballots shall include US mail, electronic mail or a combination of both (e.g., for members who do not have an email address). At the direction of the Regional Board of Governors, the ballots shall be prepared and distributed to the membership at least 45 days prior to the annual meeting. For purposes of counting the ballots, ballots must be returned within 30 days after the ballots are mailed.

The results of the balloting shall be submitted to the AAB National Board of Directors for ratification at the Board’s next meeting.

SECTION 6 - Vacancies of Regional Offices If the office of Regional Chair becomes vacant, the Administrative Secretary of the Region shall serve as Chair for the remainder of the term of office, and the Region’s Board of Governors may appoint an interim Administrative Secretary to fill the remainder of the term of office.

If any of the Regional offices other than the Chair becomes vacant, the Region’s Board of Governors may appoint an interim representative to fill the remainder of the term of office.

ARTICLE VIII MEETINGS OF AAB BOARD AND COMMITTEES

The AAB National Board of Directors and each Regional Board of Governors shall hold at least one business meeting annually at a time and place designated by the Board concerned. The members of said Board shall be notified by mail or by electronic transmission, e.g., email at least 30 days prior to the meeting.

SECTION 1 - Frequency and Notification

SECTION 2 - Quorum For the AAB National Board, Regional Boards, and Committees, a majority of the board or committee members duly elected, or appointed, and eligible to vote at the meeting shall constitute a quorum for the transaction of business at any meeting of the board or committee; provided, if less than a majority of the board or committee members are present at said meeting, a majority of the board or committee members present may adjourn the meeting to a time certain without further notice.

SECTION 3 - Nominating And Vote A two-thirds majority of the votes cast by AAB Board members or committee members present at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the AAB Board or committee, provided the total number of votes needed to adopt is not less than a simple majority of the total number of members on the AAB Board or committee.

SECTION 4 - Assignment of Proxy An AAB National Board member may assign his or her proxy to another Board member. Proxies must be in writing and must be filed with the Secretary-Treasurer prior to the beginning of the meeting.

SECTION 5 - Notice

1. Regular meetings of the Board may be held upon such notice, and at such time and place fixed by the Board. Special meetings of the Board shall be held upon five (5) days notice by first-class mail or forty-eight (48) hours notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means.

2. Consistent with the requirements of California Corporations Code section 7211, as now or hereafter amended, members of the Board may participate in a meeting through use of conference telephone, electronic video screen communications or other communications equipment.

3. a. An action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. A written ballot shall request the Board member to (1) consent or object to the proposed action being taken by mail ballot; and (2) vote on the proposed action. Only if all written ballots are returned consenting to the vote being taken by mail ballot will the votes on the proposed action be counted. If all required consents are returned, normal rules for quorum and affirmative votes necessary for adopting such measures shall apply.

b. Mail ballots shall be required to be sent to each director at least 15 days in advance of the date upon which they must be received at AAB’s national office.

c. For purposes of this section, voting by mail shall include voting by facsimile or by electronic transmission, e.g., email.

ARTICLE IX FINANCES OF AAB

SECTION 1 - Depositing and Allocating Funds All funds of the Association shall be deposited to the credit of the corporation in such banks, trust companies, government insured securities, or other depositories and investments as the Board of Directors may select. In addition the Board of Directors may allocate funds as they become available and necessary for the purposes of carrying out the programs of the Association.

(Refer to Article VI, Section 2, for detailed description of budget process.)

SECTION 2 - Accepting Gifts, Donations The Board of Directors may accept on behalf of the Association contributions, gifts, bequests, or devices for the general purposes or for any special purpose of the Association.

SECTION 3 - Fiscal Year The financial year of the Association shall be from January 1st to December 31st, or for such other period that the AAB National Board of Directors shall so designate.

SECTION 4 - Dues Membership dues shall be set annually by the AAB National Board of Directors. A portion of the dues, as determined by the AAB National Board of Directors, shall be returned to the Region on a per capita basis.

SECTION 5 – Charges and Assessments The AAB National Board of Directors may set charges or assessments as deemed necessary.

SECTION 6 – Delinquencies In Dues, Charges and Assessments Any member in arrears in the payment of any dues, charges or assessments for three (3) months shall cease to be a member in good standing. Such a member may be reinstated upon payment of all dues, charges or assessments and approval of the Membership Committee. The Board shall have the authority to waive the suspension requirement for good cause shown by any member who is in arrears in the payment of any dues, charges or assessments.

SECTION 7 - Travel Reimbursement No representative of the Association shall be paid traveling expenses or other expenses except on specific authorization by the AAB National Board of Directors.

SECTION 8 – Dissolution of the Association If this Association is dissolved for any reason, its residual assets must be distributed to another nonprofit, charitable or scientific association, and no member of the Association may personally profit thereby.

ARTICLE X CERTIFICATION/REGISTRATION OF LABORATORY PERSONNEL

SECTION 1 - AAB Board of Registry

A. Purpose. The AAB Board of Registry shall develop qualifications and administer procedures for certifying or registering non-supervisory laboratory personnel.

B. Composition. The AAB Board of Registry shall consist of fourteen Board members. Six Board of Registry Members shall be laboratory directors appointed by the AAB National Board of Directors. Seven Board of Registry Members shall be laboratory technologists or technicians appointed by the Associate Member Section’s Administrative Board of Directors.

One Board of Registry Member shall be a lay person representing the public, and shall be appointed by the AAB National Board of Directors.

C. Terms Of Office. Board of Registry Members shall be appointed to three-year terms. Terms of office shall begin on January 1 following appointment by the AAB National Board of Directors or the AMS Administrative Board. The terms shall be staggered so that not more than four of the Board of Registry members shall be appointed in any one year, except to fill a vacancy

D. Vacancies. The Board of Registry may declare a vacancy if any Board of Registry Member misses two consecutive meetings of the Board of Registry without an acceptable justification, passes away, is incapacitated, or is otherwise unable or fails to fulfill his or her duties. Whether or not a vacancy has occurred by reason of this subparagraph shall be determined by the AAB Board of Registry in its sole and unreviewable discretion. If a vacancy occurs for any reason, a successor shall be appointed by the same appointing authority that appointed the original member. A successor so appointed shall serve for the remainder of the unexpired term.

E. Officers. The Board of Registry shall elect a Chair, Vice Chair, Secretary, and Treasurer for a term of one year or until their successors are elected. Neither the Secretary nor the Treasurer need be a member of the Board of Registry, but if this officer is not a member of the Board of Registry, the officer shall be a member of the Board of Registry’s staff. These officers shall exercise the powers and perform such duties as usually pertain to such office.

F. Meetings. The Board of Registry shall meet at least biennially, and at such other times as the Chair shall determine, or upon petition by four or more Board of Registry members. Notice of any meeting of the Board of Registry shall be forwarded in writing to the Board of Registry Members at least ten days prior to such meeting. The notice requirement may be waived by unanimous consent of the Board of Registry Members.

The Board of Registry meeting shall be chaired by the Chair. In his/her absence the Vice Chair shall chair the meeting. In the absence of the Chair and Vice Chair, the Secretary shall chair the meeting. In the absence of the Chair, Vice Chair, and the Secretary, the Treasurer shall chair the meeting. In the absence of the four officers, the Board members in attendance at the Board meeting will select a member to chair the meeting.

A quorum at a duly called meeting shall consist of a majority of the members of the Board of Registry.

A simple majority of the total number of members of the Board of Registry, duly elected or appointed, and who are eligible to vote shall be necessary for the adoption of any matter voted on by the Board of Registry Members.

G. Operations. The AAB Board of Registry shall be administratively independent from the AAB National Board of Directors in matters relating to certification. The Board of Registry shall report periodically to the AAB National Board of Directors concerning the certification policies and procedural decisions that it makes, but such decisions shall not require approval of the AAB National Board of Directors. The qualifications for certification established by the Board of Registry shall include in addition to formal academic degrees, alternate routes to formal academic degrees for technologist and technician certification, unless such degrees are required under federal law (e.g., CLIA). Such alternate routes may include a combination of education, training, and experience. The provision requiring alternate routes may not be amended without the unanimous consent of the Board of Registry and the AAB National Board of Directors, and a three-fourths vote of all the AAB members.

H. Budget And Finances. For corporate, tax and fiscal purposes the AAB Board of Registry shall constitute an integral part of AAB; however, the Board of Registry shall prepare an annual budget, including the basis for establishing reasonable certification fees and honoraria.

The Board of Registry shall be self-supporting and its funds shall be derived from sources including, but not limited to, certification fees, CEU recording fees, continuing education transcript fees, continuing education program approval fees, grants, special contracts, and loans.

Separate accounts of funds collected or disbursed attributable to the operations of the Board of Registry shall be maintained under the supervision of the Treasurer of AAB, and such accounts shall be available to the Board of Registry at all times.

ARTICLE XI

Associate Member Section (AMS)

There shall be an American Association of Bioanalyst’s Associate Member Section (AMS) that shall plan and administer the activities of the AAB pertaining to associate members, subject to approval of the AAB Board of Directors.

SECTION 1 - Name and Function

SECTION 2 - Members There shall be five classes of membership: an AMS-Registrant Class, an AMS-Regular Class, an AMS-Student Class, an AMS-Retired Class and an AMS-Sustaining Class.

Membership shall not be denied on account of race, color, sex, age, religion or national origin. The application for all classes of membership other than Registrant Class are subject to approval by the Membership Committee.

A. AMS-Registrant Class shall consist of those persons who meet the qualifications, standards, and requirements established, from time to time by the AAB Board of Registry.

B. AMS-Regular Class shall consist of those persons either actively engaged in, or with an active interest in, clinical, or bioanalytical laboratory technology who are not certified by the AAB Board of Registry.

C. AMS-Student Class shall consist of those persons who are enrolled full time in a laboratory-related curriculum at a college, university, community college, or vocational school that is accredited by an accrediting agency recognized by the United States Office of Education. Part-time students are eligible for student membership only if they are not employed in the laboratory field.

D. AMS-Retired Class shall consist of those persons who are no longer gainfully employed in a clinical, or bioanalytical, laboratory because of age or medical reasons. These persons must have previously been members of the AMS in good standing at the time of retirement.

E. The AMS-Sustaining Class shall consist of those persons, firms, or corporations evidencing a serious interest in the activities of the AMS. This membership shall be a national membership and shall not be specifically assigned to any individual Region, Section, or State. Sustaining Class Members may receive special rates and other considerations as exhibitors, advertisers, and participants at AMS meetings. For AMS-

Sustaining Class membership, the AMS Membership Committee shall recommend approval or disapproval to the AMS Administrative Board of Directors.

F. The AMS-Life Member shall consist of AMS-Registrant Class and AMS-Regular Class members whose contributions to the AMS merit recognition by the award of this lifetime membership. Such individuals shall be nominated for life membership by the AMS Membership Committee and such nominations shall be acted upon by the AMS Administrative Board at its next regular meeting, immediately following receipt of such nomination. The Life Member shall be entitled to all the privileges of the AMS as set forth in these Bylaws, except that such member shall not be required to pay any dues.

Application shall be made with the AMS Membership Committee and approved by such committee subject to approval by the AMS Administrative Board of Directors.

G. Suspension/Expulsion of Members

Any member of AMS may have his/her membership suspended or terminated for cause. The length of suspension or termination shall be at the sole discretion of the AMS Administrative Board. Cause shall consist of any act or omission which, in the sole and absolute discretion of the AMS Administrative Board, is prejudicial to the AMS, damages the AMS or its reputation, or is otherwise inimical to the best interests of the AMS and the standards of excellence and integrity the AMS promotes. Cause shall include, but not be limited to, the following:

1. Conviction of a healthcare offense, a felony, or any other offense that reflects upon the member’s integrity or abilities in his or her field;

2. Participation in any fraudulent or illegal healthcare practice;

3. Exclusion or suspension from the Medicare, Medicaid or other federal or state healthcare programs; and

4. Violation of any AMS rules.

A request to consider disciplinary action in the form of suspension or termination may be submitted to the AMS Administrative Board by the State or Regional Chairman, or by any member of the AMS Administrative Board. The request shall be in writing setting forth the reasons for the proposed action.

The AMS Administrative Board, upon receipt and review of the request, shall determine if it presents information sufficient to justify further consideration by the AMS Administrative Board. If so, the member shall be notified in writing of the request for disciplinary action and shall be provided with a copy of the written request. The AMS Administrative Board shall also designate a time and place for consideration of the request, which may but does not need to be a regularly scheduled meeting. The member shall be advised in writing of his/her opportunity to appear in person (or by a representative) or in writing, to present any information or arguments in response to the request for disciplinary action. The procedures for such meeting and consideration of the request, including right to counsel, shall be determined from time to time by the AMS Administrative Board. The AMS Executive Committee may establish procedures for a particular case in the absence of procedures having been established by the AMS Administrative Board.

A two-thirds vote of the entire AMS Administrative Board shall be required to impose disciplinary action. There shall be no right to reconsideration, nor shall there be any right to judicial review of the final action. The AMS Administrative Board may, in its sole discretion, allow for reconsideration upon written request explaining the reasons for such request.

H. Suspension/Termination for Non-payment of Dues Any AMS member who has not paid the full amount of their annual dues within three (3) months after the due date will cease to be a member in good standing. A member who is not in good standing shall not be entitled to vote or otherwise to participate in the activities of the AMS, including to be nominated for, or to hold office.

The Secretary-Treasurer of the AMS, or his/her designated agent, shall attempt to notify any member whose dues are delinquent prior to suspension. The membership of a suspended member shall be terminated if the full amount of the dues of such member has not been paid within one (1) year after the due date.

A member whose membership has been terminated for non-payment of dues shall be reinstated upon full payment of dues for the year in which reinstatement is sought.

Membership in the AMS does not constitute certification. If any individual’s certification lapses, the individual must reapply to the AAB Board of Registry for reinstatement of his or her certification. In that case, the individual must meet the applicable Board of Registry requirements for reinstatement of certification. Alternatively, the individual may reinstate as a Regular Class (non-certified) member of the AMS.

SECTION 3 - Administrative Board of The AMS There shall be an Administrative Board of the AMS that shall manage the affairs of the AMS. The AMS Administrative Board shall be composed of three elected Officers, one ex-officio officer (the secretary/treasurer, who shall be the past chair), six elected Members-At-Large, and one member appointed by the AAB National Board of Directors.

A. Officers The Officers shall consist of a Chair, a Chair-Elect, and a Vice Chair, elected by the members of the AMS in accord with the provisions of Section 5 of this Article, and a Secretary/Treasurer who shall be the Immediate Past Chair.

B. Members-At-Large There shall be six At-Large-Board Members elected by the members of the AMS in accord with Section 5 of this Article.

C. Terms Of Office In general, a one-year term of service is defined as the period from one annual meeting to the next regular annual meeting. A two-year term of service is defined as the period between one annual meeting to the second following annual meeting. At-Large Board Members shall be elected for a twoyear term arranged so that three terms expire each year.

Officers (except Chair-Elect) shall be elected for a two-year term arranged so that the terms of the Chair and Vice Chair do not expire in the same year.

The Chair-Elect shall be elected once every two years for a one-year term arranged so that the term expires at the same time that the term of the Chair expires.

An At-Large Board Member may not serve more than two consecutive terms, but shall be eligible for election again as an At-Large Board Member after being out of office for a period of two years. However, an At-Large Board Member may stand for election as an Officer without having to wait two years.

Officers may not serve more than one term in a particular office but shall be eligible for election again after being out of such office for a period of one year. However, Officers may stand for election as At-Large Board Members without waiting for one year.

D. Qualifications Officers must be certified as MTs or MLTs by the AAB Board of Registry and must be members of the AMS in good standing.

Five At-Large Board Members shall be AMS-Registrant Class members in good standing, four of which must be MTs or MLTs. One At-Large Board Member shall be an AMS-Regular Class member in good standing.

E. Nominations Members may be nominated for election to the AMS Administrative Board or the AMS Nominating Committee only in the following manner:

1. Selection by the AMS Nominating Committee.

2. By written petition, signed by at least 10 members in good standing of the AMS. Such petition must be received by the Administrator of the AMS no later than 90 days preceding the business meeting at the annual meeting of the AMS members.

The nominees must accept the nomination, either in writing or verbally, before being placed on the election ballot.

The Immediate Past Chair shall serve as the Secretary/Treasurer. In the event the Immediate Past Chair is unavailable, the most recent available Past Chair will serve as Secretary/Treasurer. If no Past Chairs are available or willing to serve, the AMS Administrative Board shall elect the Secretary/Treasurer from among its members.

The term of office shall be until the next annual meeting.

F. Meetings

1. Regular meetings of the Board may be held upon such notice, and at such time and place fixed by the Board. Special meetings of the Board shall be held upon five (5) days notice by first-class mail or fortyeight (48) hours notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means.

2. Consistent with the requirements of California Corporations Code section 7211, as now or hereafter amended, members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment.

3. a. An action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to that action. A written ballot shall request the Board member to (1) consent or object to the proposed action being taken by mail ballot; and (2) vote on the proposed action. Only if all written ballots are returned consenting to the vote being taken by mail ballot will the votes on the proposed action be counted. If all required consents are returned, normal rules for quorum and affirmative votes necessary for adopting such measures shall apply.

b. Mail ballots shall be required to be sent to each AMS Administrative Board member at least fifteen (15) days in advance of the date upon which they must be received at AAB’s national office.

c. For purposes of this section, voting by mail shall include voting by facsimile or by electronic transmission, e.g., email.

G. Proxy - An AMS Administrative Board member may assign his or her proxy to another Board member. Proxies must be in writing and must be filed with the AMS Administrative Board Secretary-Treasurer prior to the beginning of the meeting.

Attendance at the meeting constitutes a waiver of the notice requirement provided the absent members have waived their right of notification.

H. Quorum A majority of the AMS Administrative Board Members, duly elected or appointed, who are eligible to vote, shall constitute a quorum for the transaction of business at any meeting of the AMS Administrative Board; provided, if less than a majority of the AMS Administrative Board Members are present at said meeting, a majority of the AMS Administrative Board Members present may adjourn the meeting to a time certain without further notice.

I. Removal From Office Should any AMS Administrative Board Member who is absent from two (2) consecutive meetings of the AMS Administrative Board, either regular or special, without valid cause in the opinion of the AMS Administrative Board Members, or be guilty of acts or omissions detrimental to the best interests of the AMS, that office shall be declared vacant on vote of the other members of the AMS Administrative Board Members. The AMS Administrative Board shall appoint a successor for any vacancy occurring in the At-Large Board Members.

In the event the office of Chair shall become vacant, the Chair Elect shall assume the office of the Chair. The Chair Elect shall continue to serve as Chair for the subsequent elected year. Furthermore, in the event the Chair Elect fills a vacancy in the office of Chair, such service shall not be counted towards the limitation of one (1) consecutive term of office. In the event of vacancies in both the offices of Chair and Chair Elect, the Vice Chair shall succeed to the office of Chair. In the event the offices of Chair, Chair Elect and Vice Chair are vacant, the AMS Administrative Board shall appoint a member of the AMS Administrative Board to serve as Chair until a new Chair can be elected. An AMS Board Member appointed to fill a vacancy shall be appointed for the unexpired term of his/her predecessor in office.

J. Compensation Members of the AMS Administrative Board shall not receive any compensation for their services, but by resolution of the AMS Administrative Board may be reimbursed for actual reasonable expenses incurred in the performance of their duties.

K. Voting By The AMS Administrative Board

A two-thirds majority of the votes cast by the members of the AMS Administrative Board present at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the AMS Administrative Board, provided the total number of votes needed to adopt is not less than a simple majority of the total number of members on the AMS Administrative Board.

L. Duties Of Officers The duties of the officers shall be such as is usually attached to such offices, and in addition thereto, such further duties as may be designated from time to time by the AMS Administrative Board.

M. Personnel The AMS Administrative Board may appoint such personnel as are needed to enable the officers to officially perform their duties.

N. Home Office Management The AMS Administrative Board shall employ an Administrator to carry out its policies and directives and to manage the home office. The Administrator shall not be a member of the AMS. The Administrator cannot be an officer or director. The AMS Administrative Board shall fix the terms of his/her employment. The Administrator shall correlate his/her activities with consultants retained by the AMS Administrative Board.

SECTION 4 - Meeting of Members

A. Annual Meeting An annual business meeting of the AMS members shall be held each year at such time and place as the AMS Administrative Board may determine for the purpose of transacting such business as may be brought forth on the agenda.

B. Representation

1. Registrant or Regular Class Each state or nation (other than the United States) shall be entitled to one vote for each ten AMS-Registrant or AMS-Regular Class Members or fraction thereof duly assigned to that state or nation, provided that no state or nation (other than the United States) shall be entitled to more than twenty votes.

If the number of members from a state or nation (other than the United States) exceeds twenty, then each member’s vote shall be fractionated equally such that when all votes from that state or nation are tallied, the total votes equal twenty.

2. The AMS-Student Class, AMS-Retired Class, and the AMS-Sustaining Class are not entitled to a vote.

C. Voting All members in good standing shall be entitled to vote, provided, however, that no member may cast more than one (1) vote and, provided further, that the total vote from a state or nation (other than the United States) shall not exceed its entitlement under Section 4.B.1. and 4.B.2. above.

D. Election Procedures All candidates must be members in good standing at least 15 days prior to the mailing of ballots. Mail ballots shall include US mail, electronic mail, or a combination of both (e.g., for members who do not have an email address). Ballots shall be prepared and distributed to the membership at least 45 days prior to the annual business meeting. For the purpose of counting ballots, completed ballots that are returned for purposes of voting must be postmarked within 30 days after the ballots are mailed.

SECTION 5 - Election of Officers and At-Large Board Members

A. Officers And AMS-Registrant Class At-Large Board Members The Chair, Chair Elect and Vice Chair and five (5) AMS-Registrant Class members of the AMS Administrative Board (in accordance with Section 3.A.) shall be elected by the AMS-Registrant Class members.

Not more than one AMS Administrative Board Member (except for the AMS Board Member elected by the AMS-Regular Class) may come from one state or nation, other than the United States.

The immediate Past Chair shall serve as the Secretary/Treasurer. In the event the Immediate Past Chair is unavailable, the most recent available Past Chair will serve as Secretary/Treasurer. If no Past Chairs are available or willing to serve, the AMS Administrative Board shall elect the Secretary/Treasurer from among its members. The term of office shall be until the next annual meeting.

B. AMS-Regular Class At-Large Board Member One (1) member of the AMS-Regular Class shall be elected to the AMS Administrative Board by the AMS-Regular Class Members.

SECTION 6 - Meeting of AMS Members The Chair shall preside and the Secretary/Treasurer shall keep the minutes of the meeting. The Administrative Office shall be of assistance to the Secretary/Treasurer in the taking of the minutes and preparation of said minutes.

A. Notice Of Meeting A timely notice stating the place, day, and hour of the annual meeting of the AMS Members shall be sent to each member at his/her last address as it appears on the membership rolls of the AMS with postage therein paid, or by electronic transmission, e.g., email. Such notice shall be forwarded at least 30 days before the meeting date.

B. Special Meetings A special meeting of the AMS Members may be held at such time and place as the AMS Administrative Board determines. A notice stating the place, day, and hour of the special meeting and a description of the matter(s) for which the meeting is called shall be forwarded to each member at his/her last address as it appears on the membership rolls of the AMS with postage therein prepaid. Such notice must be mailed at least 30 days before the meeting date.

SECTION 7 - Fiscal Affairs

A. Checks All checks, drafts, and other orders for the payment of money, notes or other evidences of indebtedness in the name of the AMS, shall be signed by the Chair and the Secretary/Treasurer of the AMS, or by a duly authorized agent.

B. Deposits All funds of the AMS shall be deposited to the credit of the AMS in such banks, trust companies, government insured securities, or other depositories and investments as the AMS Administrative Board may select.

C. Gifts The AMS Administrative Board may accept on behalf of the AMS contributions, gifts, bequests, or devices for the general purposes or for any special purpose of the AMS.

D. Budget The Administrator shall, in cooperation with the Audit and Budget Committee and the Secretary/Treasurer, prepare and submit a detailed budget annually to the AMS Administrative Board showing the anticipated income and source thereof, and the anticipated requirements of each department. The AMS Administrative Board shall, after making such changes as may be indicated, adopt a budget for the ensuing year, subject to approval by the AAB Board of Directors.

E. Books And Records

The AMS shall keep correct and complete books and records of account, and minutes of proceedings of the AMS Administrative Board, and all committees thereof at the principal office of the AMS, together with a record giving the names and addresses of all AMS members.

F. Fiscal Year

The fiscal year shall be determined by the AMS Administrative Board with the approval of the AAB Board of Directors.

SECTION 8 - Dues

A. The dues for each class of membership shall be established from time to time by the AMS Administrative Board upon approval by the AAB Board of Directors.

B. Time Of Payment

All of the above dues are payable on or before January 1 of each year, and are delinquent after March 31 of the same year. Any member who has not paid his/her dues by March 31, or otherwise is not in good standing with the AMS, is not eligible for nomination or election to any office or board position during the fiscal year.

C. Penalty For Non-Payment of Dues

Any member who fails to pay their dues by March 31 shall be subject to immediate loss or suspension of membership at the sole discretion of the AMS Administrative Board. Suspension or revocation of AMS membership for failure to pay dues shall be in accordance with Article XI, Section 2H, and shall not require the procedures outlined in Article XI, Section 2G.

D. Notice Of Dues Notice of dues shall be sent to each member on or before December 1 preceding.

SECTION 9 - Committees

A. Appointment

The AMS Administrative Board shall designate all committees with the exception of the Nominating Committee and the Honorary Awards and Scholarship Committee, and will appoint and confirm members thereto who will serve at the pleasure of the AMS Administrative Board and exercise the powers and perform duties as may be set forth by the AMS Administrative Board.

B. Nominating Committee

The Nominating Committee shall consist of five (5) members, not more than one of whom may come from any one state or nation (other than the United States). The five-member Nominating Committee shall consist of the Immediate Past Chair, one (1) member of the AMS Administrative Board selected by the Board, and three (3) members elected by the members at the AMS’s annual meeting. The Chair of the Nominating Committee shall be the Immediate Past Chair.

1. Duties of the Nominating Committee

(1) To prepare a slate of nominees for vacancies of the officers and board members; (2) To obtain verification of acceptance of nomination from all nominees; and (3) To submit the slate of nominees to the AAB Administrative Office to be distributed to AMS members at least 30 days prior to the annual membership meeting. Distribution may be by publication in the AAB Bulletin, by posting to the AAB web site, by facsimile, e-mail, regular mail, or other means acceptable to the AMS Administrative Board of Directors.

C. Honorary Awards Committee

The Honorary Awards Committee shall consist of the Chair, Chair Elect, the Vice Chair and the Immediate Past Chair (Secretary/Treasurer).

1. Duties of the Honorary Awards Committee

The members of this Committee shall select the recipients of AMS honorary awards. Selection of an award recipient shall be subject to confirmation by the AMS Administrative Board prior to notification of recipient.

The Audit and Budget Committee shall consist of the following: The Chair, one member of the AMS Administrative Board (to be selected by the Board), the Immediate Past Chair/Secretary-Treasurer, the Certified Public Accountant of the AMS, and the chief Administrative Staff Officer of the AMS. The responsibility of the Audit and Budget Committee shall be to prepare financial statements for presentation to the AMS Administrative Board at their regular meetings and an annual statement to be presented to the membership at the annual meeting of the AMS. This Committee shall also be responsible for the preparation of an annual budget to be presented to the AMS and AAB National Board of Directors for their review and approval.

D. Audit And Budget Committee

E. Membership Committee

The AMS Membership Committee shall consist of the Chair and Vice Chair of the AMS Administrative Board, and the four AMS Regional Liaison Representatives. The Membership Committee is responsible for determining any question(s) regarding membership eligibility.

F. Meetings Reports Written minutes of committee meetings must be prepared and filed with the Secretary of the AMS.

SECTION 10 - Regions and State Chapters

A. Regions For administrative purposes and to carry on its activities, the AMS shall be composed of members organized into regional groups to be known as Eastern, Midwestern, Southern and Western Regions. The states and territories comprising each region shall be as follows:

AMS members are assigned to a region based upon their preferred mailing address to which their AAB mail is forwarded.

International members (e.g., Canadian, Mexican, etc.) shall be assigned by the AAB National Board of Directors to the region that is most contiguous geographically to their country of residence.

B. Authority To Grant Charters The AMS Administrative Board may grant a charter to State or Regional societies of members in good standing of the AMS.

Any society so chartered shall agree to abide by any decisions, policies, and directives of the AMS, and shall promote and encourage policies that are beneficial to the AMS, the societies and the individual members thereof.

C. Management Of Regions and State Chapters The responsibility for the organization in the Regions and State Chapters shall rest with the individual members resident in each state or region. The residence shall be determined by the official mailing address of the members. Prior to the granting of the charter to a region or state chapter, an application for same, on such form as the AMS Administrative Board may require, must be filed, minutes of the organizational meeting should be submitted and a copy of the bylaws should be submitted to the AMS Administrative Board for approval. Thereafter, all such chartered regions or state chapters shall function according to the regulations prescribed by the AMS Administrative Board and in accordance with state and federal laws and regulations pertinent thereto; shall not change the name of said state chapter without written consent of the AMS Administrative Board, and shall not permit any person to become or continue to be a member of the region or state chapter unless such person is a member in good standing of the AMS.

D. Regional/State Rebate A portion of the national dues from each member in the region or state chapter is returned to the region or state chapter. The amount is set annually by the national AMS Administrative Board. One Dollar ($1.00) per AMS-Registrant Class and AMS-Regular Class member, (not including Retired Class, Student Class, and Sustaining Class members) must be used to send a member or members to the annual AMS meeting. No region or state may use the entire rebate to send members to the annual AMS meeting in any one year. The portion of the rebate to send members to the annual meeting must be used in that year. If not used, that portion of the rebate is to be donated to a fund designated by the AMS Administrative Board.

E. Special Interest Groups Members of the AMS may participate in the special interest groups established per Article IV, Section 2 of these Bylaws.

SECTION 11 Liaisons to National and Regional Boards of Directors

A. The Administrative Board of the AMS shall appoint one member of the AMS Administrative Board to be the AMS Liaison to the AAB Board of Directors.

The AMS Liaison shall remain in that position until that individual’s term on the AMS Administrative Board expires or until the AMS Administrative Board appoints a successor.

The AMS Liaison shall be entitled to a vote on the AAB Board of Directors.

B. Each Region of the AMS shall be entitled to have one (1) Regional AMS Representative on the AAB Regional Board of Governors.

The AMS Regional Representative shall be entitled to a vote on the AAB Regional Board of Governors and shall serve a term of one (1) year.

If an AMS Region has been chartered, the AMS Regional Chairman will serve as the Regional AMS Liaison Representative to the AAB Regional Board of Governors for the duration of his/her term as Regional Chairman. The election of the AMS Regional Chairman will be determined by the standing rules of the AMS Region.

If no AMS Region has been chartered, the AAB Regional Nomination and Election Committee will nominate a Regional AMS Liaison Representative after soliciting nominees from the AMS members in that Region.

AMS members eligible to vote within their Region will elect their representative from this list of nominees.

ARTICLE XII AMENDMENTS TO THE BYLAWS

SECTION 1 Procedures to Amend Bylaws Amendments to the Bylaws must be made by one of the following methods:

A. A Bylaws Committee may be formed by the AAB Board of Directors for the purpose of drafting said amendment and presenting same to the AAB Board of Directors at its next regular meeting.

B. A proposed amendment, in a petition signed by twenty-five (25) members in good standing, shall be presented to the AAB Board of Directors at least 30 days prior to its regularly scheduled meeting.

C. A proposal approved by two-thirds of the AMS Administrative Board may be submitted to the AAB Board of Directors for consideration.

D. In addition to A, B, and C above, an amendment may be proposed by the AAB Board of Directors.

E. Any proposals must be approved by two-thirds of the entire AAB Board of Directors in order to be submitted to the entire membership by mail vote for their approval. Mail vote shall include US mail, electronic mail or a combination of both (e.g., for members who do not have an e-mail address). Ratification of the Amendment shall be effective upon the affirmative vote of two-thirds of the membership. The failure of a member to respond within thirty (30) days after such proposed amendment has been submitted in the manner aforesaid shall be considered an affirmative vote.

The current edition of Robert’s Rules of Order, newly revised, shall apply to all matters not specifically covered by the Bylaws of this Association.

SECTION 2 - Rules of Order

ARTICLE XIII EFFECTIVE DATE

These Bylaws were duly adopted, as amended by vote of the members of the Association on May 19, 2018 They are effective May 19, 2018