Article I. ORGANIZATION NAME
The name of this organization shall be the Clinical Translational Science (CTS) Division of the Association for Diagnostics & Laboratory Medicine (formerly AACC), Inc. (the Association for Diagnostics & Laboratory Medicine (ADLM)), a non-profit corporation.
Article II. ORGANIZATION
The CTS Division shall also be governed by the Constitution and Bylaws of the Association. In the event of a conflict between the Bylaws of the CTS Division and the Association’s Bylaws, the Association’s Bylaws shall prevail.
Article III. OBJECTIVES
The objectives of the CTS Division shall consistent with those of the Association with an emphasis in Clinical Translational Science:
- Establish standards for education and training in the field of clinical chemistry with emphasis in the areas from qualification of Basic Research Biomarker Discovery through the transition to Application into Clinical Practice in the Community.
- Educate, encourage, and aid in the rate at which new clinical chemistry testing or treatments are moved from bench research to the clinical bedside, through the use of standards and regulations for bringing new biomarkers through the clinical trials process, resulting in FDA review and application into clinical chemistry practice.
- Encourage individuals in the field to pursue biomarker discovery and to engage in scientific investigation and application in clinical chemistry.
- Promote scientific knowledge of clinical chemistry and clinical translational science through meetings, seminars, discussions, reports, and publications.
- Initiate and participate in programs related to clinical chemistry and clinical translational science that are in the interests of the public.
- Promote programs for the recognition of the profession of clinical chemistry and clinical translational science.
- Serve as a liaison between ADLM community and Clinical Translational Science Award initiatives from the National Institute of Health (NIH) and equivalent initiatives from other government organizations or industry.
Article IV. OFFICERS
A. Powers, Duties, and Functions.
Responsibility and authority for the management and control of the properties, funds, and activities of the CTS Division of the ADLM, shall be vested in a Board of Directors as the Governing Board of the corporation.
The Board of Directors shall consist of the following elected officers:
- Internet Coordinator
- Division Liaison
C. All Board Members shall be Members of the ADLM and the CTS Division.
D. Terms of Office:
- Each Board Member shall serve for two years.
- Each Board Member shall be permitted to succeed himself or herself for a maximum of two terms.
- Each Board Member shall not be eligible for re-election as per section D.2. to their respective offices until two years has elapsed following their last eligible term of office.
- Past-officers may choose to stay member-at-large. A limit of four members at-large will be applied.
E. Election of Officers:
- The Secretary shall prepare the ballot with a nominee for each office to be filled. The ballot shall be distributed electronically to the membership by October 1st. The ballot shall include provisions for a write-in candidate for each office. Written requests for a mailed ballot may be submitted to the Secretary.
- Nominees for each office shall be selected by the Board of Directors, by a Nominating Committee (as designated by the Chair), or nominated by members through email.
- Prior to the election all nominees must consent to serve if elected.
- Ballots shall be collected and tabulated through the ADLM Website electronic process. Any votes submitted by mail will be added by the Secretary.
- Ballots must be received electronically or by the Secretary thirty days from the date the ballots are distributed. The Secretary will inform the nominees and members of the election results.
- The nominee receiving a plurality of valid votes shall be elected. In the event of a tie, another election for that office shall be held.
- In the event that an officer is not elected by January 1, the officer currently holding that office on December 31 shall continue to serve until relieved by the duly elected officer.
- The Board of Directors shall hold an annual meeting of the membership, during the annual ADLM meeting, for the purpose of transacting such business as may come before the Board as well for educational purposes.
- There will be no other regularly scheduled meeting of the Board of Directors.
- Special meetings of the Board of Directors may be called, and their time and place fixed by the Chair, or a majority of the Board, and shall be held upon due notice to the Directors. Such meetings may take place by means of a telephone conference call or similar means.
- A quorum for such meetings as are held shall consist of a majority of its voting members.
G. Removal of Members from the Board.
A Board Member who fails to fulfill his/her Responsibilities, as outlined in Article VI, may be removed from the Board by a majority vote of the Board.
- In the event that the office of the Chair becomes vacant, the Chair-Elect
shall assume this position for the remainder of the term.
- Should any other Board Member resign or no longer be able to fulfill
his/her responsibilities prior to completion of his/her term of office, or is
removed as described in Article IV, (G), the incumbent Board of Directors
shall appoint a qualified person to discharge the duties of that office for the
remainder of the departing Board Member’s term.
- Resignations of officers, with the exception of the Chair, shall be submitted, in writing, to the Chair. The resignation of the Chair shall be submitted, in writing, to the Board of Directors and upon acceptance, the Chair-Elect shall assume that office.
Article V. Officers
A. The Chair shall:
- Be the executive officer for the CTS Division of the ADLM, and preside at all meetings of the Board of Directors and/or the Membership.
- Appoint the chairs of all committees.
- Serve as an ex-officio member of each committee excluding the Nominating Committee.
- Be responsible for the business meeting agendas at the National Division Meeting held in conjunction with the National ADLM Meeting.
- Prepare and submit the Annual Division Meeting Report summarizing the logistics, educational performance, and scientific benefits of the Division and making recommendations for improvements in future meetings.
- Plan, schedule, and make the necessary arrangements for the National Division Meeting held in conjunction with the National Meeting of the Association.
B. The Chair-Elect shall:
- Preside at meetings in the absence of the Chair and act for him/her in case of his/her absence or disability.
2. Serve as Chair of the Program Committee to:
a. Plan, schedule, and make the necessary arrangements for the annual symposium or workshop to be sponsored by the Clinical Translational Science Division at the Annual ADLM Meeting for approval by the Board of Directors.
b. Plan, schedule, and make the necessary arrangements for any other educational seminars to be sponsored by the Clinical Translational Science Division, outside of the Annual ADLM Meeting.
C. The Secretary shall:
- Keep minutes of all meetings of the Section at which business is conducted, submit them to the Chair for approval, distribute them electronically to the membership, and post them on the National ADLM Website.
- Maintain the minutes of meetings as a record and transmit them to the succeeding Secretary.
- Prepare a semiannual Newsletter, submit them to Chair for approval, and distribute them electronically to the Clinical Translational Science Division membership and post them on the National ADLM Website.
- Carry out such correspondence of the Section as delegated by the Chair.
- Distribute notices of meetings, ballots, and election results to the membership.
- Notify the Association Secretary and the Executive Director of the results of election of officers
D. The Treasurer shall:
- Receive and disburse all funds authorized in the Division budget.
- Maintain accurate and current records of all transactions.
- Present a statement of the financial condition of the Division at its meetings.
- Transmit complete and accurate records to the succeeding Treasurer.
- Assist the Chair-Elect with preparation of the budget for the Annual Division Meeting and any sponsored symposium, workshops, or seminars.
- Monitor compliance with the Division Budget and bring significant variances to the attention of the Board of Directors.
- Be required to complete and submit the appropriate income tax returns to both the State and Federal Internal Revenue Service.
- Prepare the annual Division Treasurer’s report, submit for approval to the Chair, and submit to the National ADLM by the required deadline at the end of the year.
E. Internet Coordinator shall:
- Assure that all Division activity is posted on the National ADLM Website under the Clinical Translational Science Division Section. This includes activities, newsletters, minutes, treasurer’s reports, slides from educational presentations, and other educational information as pertinent.
- Develop and maintain and electronic communication system for division membership which may include, but not be limited to a list-serve.
F. Division Liaison shall:
- Represent the Division at meetings of other Divisons of the ADLM or of the National ADLM.
- Serve as the primary liaison between the Division and the Association. This requires that the Delegate(s) be thoroughly familiar with all of the Division’s activities and the concerns of the Division members.
- Be familiar with the Association’s and Division’s Bylaws, and the “Robert’s Rules of Order, Revised”, so that the Delegate(s) can function effectively.
Article VI. MEMBERSHIP
- The qualifications for membership of the Division shall be the same as those defined in the Bylaws of the Association.
- Members, Honorary Members, Emeritus Members, Affiliates, and Student Affiliates of the Association who join the division and pay division dues through the National ADLM membership processshall comprise the membership of the Clinical Translational Science Division.
- Only Members and Emeritus Members of the Division in good standing shall be voting members of the Clinical Translational Science Division and be eligible for election to the Board of Directors or other committees of the Division.
Article VII. COMMITTEES
- Symposium Committee: The Symposium Committee shall consist of six Members including the Symposium Chair. Members of this Committee shall be appointed by the Symposium Chair. This committee will work closely with the Chair-Elect in planning the educational activities of the Division
- Nominating Committee: The Nominating Committee shall consist of the current Chair and the past two Chairs with the most senior serving as the Chair. The function of this committee shall be to provide a slate of candidates for the elected offices as described in Article V. Nominations from the floor shall be entertained at the Annual Division Meeting. This committee shall report its slate of nominees to the Secretary at least one month prior to the Annual Division Meeting. Each candidate nominated must agree in writing to serve before his or her nomination can be placed on the ballot.
- Other Committees: Additional committees may be formed at the discretion of the Board of Directors.
Article VIII. FISCAL MATTERS
- The fiscal year of the Section shall begin on January 1 and end on December 31.
- In the event that the activities of the Clinical Translational Science Division are terminated, all funds remaining after payment of all debts shall be forwarded to the Association. In no event shall any funds of the Division inure to the benefit of any member of the Section either during the life of the Division or after its termination.
Article IX. MEMBERSHIP MEETINGS
- The Section shall have one regularly scheduled membership meeting each year:
1. A meeting consisting of a business meeting and a scientific program, scheduled in conjunctionwith the Association’s National Meeting, called the “NATIONAL DIVISION MEETING”, shall be held.
2. Other meetings during the year may be added in conjunction with any educational programs co-sponsored by the Clinical Translational Science Division.
- A quorum for the transaction of any business at any membership meeting shall consist of a minimum of 10 voting members in good standing. If the Chair wishes to ensure that a quorum is present for a meeting, he or she may invoke proxy voting for that meeting by:
1. Sending a copy of the agenda to all Section members 45 days in advance of the scheduled meeting date.
2. Including a list of proposed motions (if known) with the agenda.
3. Requesting that members unable to attend send their signed proxy vote forms to the Chair or to another Division member to permit votes to be cast on their behalf.
In the event of insufficient numbers for a quorum to transact business, a second meeting shall be called within 30 days. The foregoing notwithstanding such a second meeting shall constitute a quorum.
- At all meetings where questions of parliamentary procedure arise, “Robert’s Rules of Order, Revised” shall prevail.
Article X. NOTICE OF MEETINGS
- Notice of the annual meeting of the Board of Directors will be delivered electronically to each Board Member at least 30 days prior to the date of the meeting.
- Notice of the regularly scheduled membership meetings will be delivered electronically to the membership of the Section at least 30 days prior to the dates of the meetings.
Article XII. AMENDMENTS
Amendments to these Bylaws may be proposed by:
- A majority vote of the Board of Directors, or:
- A duly passed motion at any membership meeting.
Upon receipt of a duly proposed amendment the Secretary shall, within 45 days, electronically mail a ballot to each voting member in good standing. An amendment shall become effective only upon receiving the affirmative votes of 2/3 of the votes received. If a proposed amendment does not receive the required number of votes within 30 days after the proposed amendment is mailed, then such proposal shall lapse.
Reviewed and revised by CTS board of officers: April 2012
Approved by board of officers on 16 April 2012