Bylaws as Approved by the Membership, Ratified by Associates Board August 4, 2004

Article 1 – Name of Organization

The name of this organization shall be the Associates of the Undersea and Hyperbaric Medical Society, Inc. (hereinafter sometimes referred to as the Associates)

Article II- Objectives

The Associates shall be International in scope. It’s primary purposes shall be:

1.                  to provide a forum for communication among individuals and groups involved in basic and applied studies concerned with life sciences and human factor aspects of the undersea environment and hyperbaric medicine.

2.                  to promote cooperation between the life sciences and other disciplines concerned with undersea activity and hyperbaric medicine.

3.      to develop and promote educational activities and other programs which improve scientific knowledge of matters related to undersea and hyperbaric environments and the accepted applications of hyperbaric oxygen therapy for the membership, as well as physicians and allied health professionals, divers, diver technicians, hyperbaric technologists and the public at large. 

Article III – Membership

1.                  Membership in the Associates is a privilege, not a right, and is contingent upon compliance with the Constitution and By-Laws and maintenance of high moral and professional character.

2.                  The manner of acceptance of applicants for membership is prescribed in the By-Laws.

Article IV – Elected Officers

The elected officers of this organization shall be a Chairperson, Chairperson-Elect, Secretary/Treasurer and two members at large. The Chairperson-Elect shall automatically succeed to the office of Chairperson at the Annual business meeting held two years after election to the office of Chairperson-Elect.

All officers will be elected every two years, with the exception of the Secretary/Treasurer, who serves a 4 year term. All officers must be associate members in good standing. The powers and duties of the elected officers are defined and specified in the By-Laws.

Article V – Executive Committee

The governing body of the Associates shall be an Executive Committee. The Executive Committee shall consist of the elected officers, secretary/treasurer, the two most recent past chairmen and two (2) Members-At-Large elected by the Associates as prescribed in the By-Laws. The Chairperson of the Associates shall be the presiding officer of the Executive Committee. The Executive Committee shall represent the Associates in the conduct of all scientific and business affairs of the Associates subject to the applicable provisions of the By-Laws.

The Chairperson will appoint one member of the Executive Committee as Parliamentarian using Robert’s Rules of Order.

Any member of the Executive Committee absent from three (3) consecutive Executive Committee meetings will be subject to replacement.

Article VI – Meetings

The Associates shall hold an annual business and scientific meeting in conjunction with the Society annual business and scientific meeting. Other meetings may be convened as the Chairperson may specify.

Article VII – Funds

Funds shall consist of income derived from membership dues, grants, donations, and other sources. Annual dues will be levied upon Associate Members as prescribed in the By-Laws. The Executive Director of the Society shall assure that the funds are collected, disbursed and recorded in accordance with the By-Laws. The Secretary/Treasurer of the Associates shall receive funds from the Society, account for and maintain the Associates checking account.

Article VIII – Amendments

Amendments to this Constitution may be proposed by the Executive Committee or by petition of any fifty (50) Associate Members presented to the Executive Committee at least one hundred and fifty (150) days before the annual business meeting. All proposed amendments and appropriate mail ballots shall be distributed by the Associates Secretary/Treasurer to the Associate membership at least one hundred and twenty (120) days before the annual business meeting with or without the recommendation of the Executive Committee. Voting shall be by mail ballot only and ballots must be received at least thirty (30) days before the annual business meeting. The approvals of at least three-fourths of the Associate Members in good standing who vote upon the proposed amendments shall be required for their passage.

BY-LAWS

Article I – Nominations and Elections

The Chairperson-Elect shall be the Chairman of the Nominating Committee, which shall consist of the Chairperson-Elect, the immediate Past President and three Associate Members in good standing appointed by the Chairperson. Appropriate notice by letter to the Associate Membership shall be made at least one hundred and eighty (180) days in advance of the annual business meeting, requesting nominees. All nominees for elected office shall be Associate Members in good standing. The Nominating Committee shall prepare for approval by the Executive Committee, a slate of nominees for all elected offices. Every consideration shall be given to ensuring that the members of the Executive Committee are representative of the Associate’s membership in every way. Additional nominations, if sponsored by at least fifty (50) Associate Members in good standing, may be made by petition to the Associate Chairperson at least one hundred and fifty days in advance of the annual business meeting, provided that such petitions include the name of the nominee, the office for which nominated, the nominee’s written consent to serve if elected, and the signatures of the fifty (50) sponsors.

At least one hundred and twenty (120) days prior to the annual business meeting the Chairperson shall see that the recommendations of the Nominating Committee and all other nominations received by petition are in a format suitable for mail balloting. The Secretary/Treasurer, assisted by the Nominations Committee,  will prepare and mail the ballots. All Associate Members in good standing shall be sent this mail ballot and shall be eligible to vote. Associate Members who desire to vote shall mark the ballot to indicate clearly their choices in the election, shall date and sign the envelope containing the ballot and shall return them to the Secretary/Treasurer at least thirty (30) days prior to the annual business meeting.  The Secretary/Treasurer, assisted by the Nominations Committee, shall open and count all valid ballots received.  Elections shall be by simple majority. A report of the results of the election shall be provided to the Associate Executive Committee prior to the annual business meeting.  The Associate Chairperson shall announce the results of the mail balloting at the annual business meeting and the new officers shall assume office immediately thereafter.

In the event that a member of the Executive Committee vacates an office for any reason, the Chairperson shall appoint for the remainder of the unexpired term, the nominee who received the next highest number of votes in the immediately preceding election. In the event that individual does not desire the position, the Chairperson shall offer the appointment to the next nominee, ranked according to votes received in the immediately preceding election, progressing through the list of nominees. In the event that no nominee is available, the Chairperson shall appoint an Associate Member to fill the vacancy.     

Article II – Membership

Eligibility- To be eligible for membership in the Associates an applicant must have demonstrated interest in the life sciences and human factor aspects of the undersea and hyperbaric environment and hyperbaric medicine. All prospective Associates must be of high moral and professional character and abide by the generally accepted standards of ethical practice for the field of endeavor.

Membership Category:

Associate Member.  Hyperbaric technicians, registered nurses, diving supervisors, certified scuba instructors, or other hyperbaric or diving personnel with specialized technical or research backgrounds, but who do not possess a U.S. doctoral degree or equivalent required for Regular Membership, can become Associate Members of the Society. Dues for Associate Members shall be set by the Executive Committee of the Society and Associate Members shall receive the newsletter of the Society and an Associate certificate, and have the option of receiving Undersea and Hyperbaric Medicine at a favorable rate. The Associate’s Chairperson shall be the Associate’s representative on the Society’s Executive Committee. This will be a voting position.

Each applicant for Associate Membership shall submit an application to the Executive Director. The applicant must be sponsored by one regular or one Associate Member in good standing of the Society. Names of Associate Members shall be published to the membership in the usual way and shall be published in the membership directory designated by the letter (A).

Disciplinary Action:

The Executive Committee may at any time censure, suspend or expel any Associate Member for cause, provided the Member is given a fair and impartial hearing to determine the appropriateness of such action. Among the reasons considered appropriate cause for censure or membership revocation are, committing a felony, malfeasance, unethical activities, or conduct derogatory to the best interests of the Society.

Article III – Meetings of the Executive Committee

The Executive Committee shall have at least two (2) regular meetings each year at a time and location chosen by the Chairperson, one during the course of the annual meeting of the Society and one spaced appropriately during the year.

A special meeting of the Executive Committee may be called at a time and place designated by the Chairperson or by the Secretary/Treasurer upon the written request of a simple majority of the members of the Executive Committee.

At any duly convened meeting of the Executive Committee a simple majority of the members constitute a quorum.

The Presiding Officer of the Executive Committee may invite any individual to report or join in discussions at a specific meeting of the Executive Committee. Such an individual would have no vote in the proceedings of the Committee.

Article IV – Duties of Officers

CHAIRPERSON. The Chairperson shall be the chief executive of the Associates and shall preside at all meetings of the Executive Committee. The Chairperson shall appoint all committees, except the Executive Committee, and shall perform such other duties as are required by the By-Laws. The Chairperson shall represent the Associates as a voting member of the Executive Committee of the Society.

CHAIRPERSON-ELECT. The Chairperson-Elect shall become familiar with the duties of the Chairperson and shall perform such other functions as the Chairperson may designate. In the event that the Chairperson is incapacitated, absent, or otherwise unable to act, the Chairperson-Elect shall serve as Chairperson for the period of such incapacity or absence. The Chairperson-Elect shall chair the Nominating Committee.

SECRETARY/TREASURER.  Working with the Administrative Office of the Society the Secretary/Treasurer will perform such duties as are customary to the office: be responsible for seeing that the minutes of all official meetings of the Associates and/or the Executive Committee are recorded and report to the membership on all such matters as nominations, elections, proposed dues changes and proposed amendments to the Constitution and By-laws as prescribed. The Secretary/Treasurer will maintain the Associates checking account, receipt for and deposit all monies forwarded by the Society and/or any other source. The Secretary/Treasurer will be responsible for maintaining financial records and making regular reports of such to the Chairperson. An annual report will be made to the Associate Members at the annual meeting.

Article V – Committees

In addition to the Executive Committee and the Nominating Committee, standing committees shall be established as appropriate with the approval of the Executive Committee. Those persons chairing standing committees shall be responsible to the Chairperson of the Associates. All members of committees shall be Associate Members in good standing. Committee chairmen shall be required to keep the Associate Chairperson informed of all committee activities. All Committee Chairmen shall report in writing to the Associate’s Chairperson at its meetings.

The Chairperson may create special committees, workshop committees, or such other committees as may be deemed necessary with such membership and for such period of time as may be considered appropriate.

Article VI – Dues

Dues for Associate Members of the Society shall be proposed by the Executive Committee of the Society and approved by the membership at any regular or special business meeting. The Associate Chairperson shall notify the Associate Membership in writing at least thirty (30) days in advance of the business meeting of any proposed changes in dues. Approval shall be by a simple majority of those Associate Members present and voting on such dues changes.

Dues shall be due and payable annually. All Associate Members who have not paid their dues by the end of the month following the due date shall be considered delinquent and shall be so notified by the Administrative Office. If such dues have not been paid by the end of the sixth month following the due date the delinquent shall no longer be a Member in good standing and shall be automatically removed from the membership roster.

An Associate Member dropped for non-payment may be reinstated upon payment of current dues.

VII – Disposal of Assets

In the event of the lawful dissolution of the Society, following the payment of all just debts and obligations of the Associates, the Executive Committee shall designate one or more organizations devoted to scientific activities to receive the remaining assets of the Associates. Such recipients shall have been approved by the U.S. Internal Revenue Service as organizations founded and dedicated to tax-exempt purposes under Section 501 © (3) of the 1954 Internal Revenue Code.

VIII – Amendments