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Bylaws of the WORLD SLEEP SOCIETY INC.
This instrument constitutes the Bylaws of the organization WORLD SLEEP SOCIETY INC., adopted for the purpose of regulating and managing the internal affairs of the corporation as an IRC Section 501(c)(3) organization.
Article I: Offices
Section A. Registered Office
The WORLD SLEEP SOCIETY shall at all times maintain in the State of Minnesota a registered agent, whose business office shall be the registered office of the WORLD SLEEP SOCIETY.
Section B. Other Offices
The WORLD SLEEP SOCIETY may also have such other offices as designated by the governing council as the business and affairs of the WORLD SLEEP SOCIETY and World Sleep Foundation, 501 (c) (3) organization may require.
Article II. Purposes
Section A. Nature of Corporation
The WORLD SLEEP SOCIETY nonprofit corporation shall be operated in accordance with the meaning and provisions of Section 501(c)(3) of the Internal Revenue Code and the regulations issued thereunder.
Section B. Primary Purposes
The goal and purpose of the WORLD SLEEP SOCIETY is to advance knowledge about sleep, circadian rhythms, sleep health, and sleep disorders worldwide, especially in those parts of the world where this knowledge has not advanced sufficiently. This endeavor will promote clinical and scientific information for scientists, health care personnel, and the general public. The WORLD SLEEP SOCIETY will foster international exchanges among scientists, physicians, psychologists, nurses, physician assistants, technologists, and other medical and research personnel interested in the sleep field. In this manner it is expected that sleep science and medicine can advance for all populations to improve the quality of life of individuals throughout the world. The WORLD SLEEP SOCIETY will promote world-wide sleep health by advancing public education, supporting public policies related to sleep health, and supporting sleep research.
Article III: Structure and Governance
The following paragraphs describe the WORLD SLEEP SOCIETY organizational structure and governance. The WORLD SLEEP SOCIETY is composed of five (5) basic components:
(B) Elected Council Members
(C) Societies’ Council Delegates
(D) Societies House of Delegates
(E) Individual Members
The WORLD SLEEP SOCIETY is overseen by Officers and a Governing Council.
Officers include the following:
(D) President elect
(E) Immediate past president (ex-officio)
The Governing Council is composed of the following:
(A) Five (5) Elected Council Members
(B) Five (5) Societies’ Council Delegates
The five (5) Elected Council Members are elected by a simple majority of WORLD SLEEP’s Individual Members. The five (5) Societies’ Council Delegates Societies are chosen by the Sleep Societies House of Delegates.
During the first four years, the WORLD SLEEP SOCIETY’s officers will be appointed by the Governing Council. A simple majority for each position is required. After the first four years, pursuant to making the WORLD SLEEP SOCIETY more democratic, the officers will be elected by the WORLD SLEEP SOCIETY’s individual members.
The Governing Council structure should be reviewed every 4 years, although it can be changed through changes in bylaws that will normally be considered on a biennial basis. The number of Elected Council Members and Societies’ Council Delegates may be increased (but kept equal to one another) to improve geographic representation of the world’s sleep community. Such changes can be proposed by officers and must receive a two thirds (2/3rds), or more, vote by the Governing Council. This extended Governing Council would immediately assume all of the responsibilities of the prior governing council and adjustments would be made by amending the bylaws.
All WORLD SLEEP SOCIETY Officers and Governing Council terms of office are two (2) years. Each officer and member of the Governing Council has one vote in all matter concerning proposals brought forth involving program initiatives, official policies, committee appointments, committee recommendations, and changes in governance. Industry representatives cannot serve on the Governing Council or as Officers. Individuals assume the position to which they were elected at the end of each biennial WORLD SLEEP SOCIETY Congress. An individual may not concurrently hold more than one position as an officer or on the Governing Council. The president may serve only one term as president. An individual may serve as an Officer or on the Governing Council for no more than 6 years (except for the president-elect who may ascend to the presidency to serve as president one additional 2-year term).
The organizations shall also have an executive director who will manage the affairs of the organization, direct the organizations staff, and work with the Officers to manage the WORLD SLEEP SOCIETY’s activities and initiatives. The executive director will be appointed by the WORLD SLEEP SOCIETY’s Officers and the executive director’s contract renewal must be ratified by the Governing Council every 4 years.
Section A. Officers
The president, president-elect, secretary, and treasurer will constitute the voting members of the executive committee. The executive committee is responsible for the administration of the WORLD SLEEP SOCIETY and can act for the society in establishing its legal status. The executive committee may designate other persons to assist with specific society functions; however, they may not delegate authority to these individuals. Members of the executive committee have the exclusive executive powers granted to them by the bylaws and general procedures. Any voting member of the Executive Committee may propose a motion. If it is seconded by another voting member, a vote will be taken following discussion to accept or reject the motion. A simple majority will decide the result. Any member can request it be a secret vote. Executive Committee meetings are private with respect to attendance; however, the minutes will be posted on the website. Others may be present and participate in discussions at the invitation and approval of the Executive Committee. The invitation may extend to the entire meeting or just part. To transact executive committee business a three (3) member quorum must be present for the vote. The executive committee will meet one (1) or more times per year and will hold regularly scheduled telephone conferences monthly. The Executive Committee is empowered to make decisions ordinarily made by and authorized by the Governing Council when action needs to be taken between Governing Council meetings. All actions taken by the Executive Committee shall be reported and voted on by the Governing Council at its next scheduled meeting. Those actions must be approved by a simple majority vote of the Governing Council in order to be continued.
The term of office for each Officer is 2 years. The president can serve only one term as president. The President-elect must not have been an Officer or on the Governing Council for more than 4 years. The President-elect will automatically be advanced to the position of President. If the President-elect is unable to assume this office, a new President will be elected; in the interim, the executive committee will appoint one of the officers to temporarily serve as President.
The Nominating Committee will determine the names and eligibility of individuals placed on the ballot for election as Officers and Elected Council Members before the last day of the biennial WORLD SLEEP SOCIETY Congress.
The Membership Committee will set Individual and Society Membership annual dues and establish special dispensation criteria (e.g., reduced dues for individuals or sleep societies; and societies in exchange for their mailing lists and advertising/promotion of the World Congress), for each membership category.
The President is the official spokesperson of the WORLD SLEEP SOCIETY and acts on its behalf as authorized by the Governing Council or as otherwise required when authorization of the Governing Council is not feasible.
2. The Secretary
The secretary takes and/or verifies the minutes of all General Membership, Governing Council meetings, and Executive Committee Meetings. These notes are transmitted after review for acceptance to meeting attendees. The Secretary is also responsible for preparing an annual report under direction of the President and with participation by all required members and officials of the society.
The treasurer is responsible for preparing an annual financial statement, for overseeing and keeping track of all funds, receipts, and expenditures of the WORLD SLEEP SOCIETY. The treasurer is responsible for ensuring that all expenses accord with the adopted budget. The treasurer will also maintain a record of all dues received and delinquent. This information will be transmitted to Officers, Governing Council, and general membership annually.
The president-elect will assist, under the direction of the president, in performing presidential duties.
5. Past President (Ex-Officio)
The past-president will serve in ex-officio capacity to assist, and under the direction of the president, in performing presidential duties. The past-president will mainly serve as a consultant, provide advice, and provide continuity.
Section B. Elected Council Members
There are 5 Elected Council Members on the Governing Council. The Elected Council Members will be elected by WORLD SLEEP SOCIETY’s individual members who have paid their dues and are in good standing. The Elected Council Members will represent different regions (based on the member’s legal residence). Initially (for the first four years) there will be one each from Europe, North America, South or Central America, Asia or Australia, and Africa, appointed by the World Association for Sleep Medicine’s Executive Committee. After the first four years, the Governing Council can vote to increase or decrease the number and geographic distribution of Elected Council Members; however, the total number of Elected Council Members must be equal to the number of Societies’ Council Delegates.
Section C. Societies’ Council Delegates
There are 5 Societies’ Council Delegates on the Governing Council. The Societies’ Council Delegates represent different sleep societies. The Societies’ Council Delegates will be elected by the Societies’ House of Delegates. There can be only one delegate from a given society. No single individual can represent more than one society. Initially (for the first four years), the 5 Societies’ Council Delegates will be the presidents or their designees from the Sleep Research Society, the European Sleep Research Society, the Canadian Sleep Society, the Australasian Sleep Association, and the Asian Sleep Research Society. After the first four years, the Governing Council can vote to increase or decrease the number of Societies’ Council Delegates; however, the total number of Societies’ Council Delegates must always remain equal to the number of Elected Council Members. Additionally, after the first four years, the Societies House of Delegates will chose which societies will send delegates to the Governing Council.
Section D. Societies House of Delegates
Clinical and Scientific Societies with relevance to sleep can become members of the WORLD SLEEP SOCIETY house of society delegates. To join, the president or chairperson of the society must submit a completed societal membership application. There is no payment to the WORLD SLEEP SOCIETY to become a society member; however, WSS requests that societies provide their email lists and advertise/promote the World Congress. The society’s members receive free access to online Sleep Medicine Journal and discounted registration fees for the World Congress. Each society’s application will be reviewed by the Societies’ Council Delegates and a recommendation regarding acceptance will be sent to the Governing Council and Executive Committee for ratification. Societies with accepted and ratified membership applications will become members of the Societies House of Delegates. Unless otherwise specified, the accepted society’s president, chairperson, or designee will serve as that society’s representative to the Societies House of Delegates. Each member society will have one (1) delegate and one (1) vote in the Societies House of Delegates. The Societies House of Delegates will select and elect (by simple majority) the individuals to serve as Societies’ Council Delegates.
Section E. Individual Members
As part of the endeavor to advance knowledge about sleep, circadian rhythms, sleep health, and sleep disorders, worldwide, WORLD SLEEP SOCIETY membership is open to scientists, physicians, dentists, psychologists, physiologists, anatomists, pathologists, nurses, physician assistants, technologists, other allied health personnel, and other medical and research personnel interested in sleep. WORLD SLEEP SOCIETY is also open to the public health officials, government representatives, health organization administrators, patient support group members, and the general public as affiliated non-voting members. Student memberships and special dispensation for individuals from economically underprivileged countries are also available. The membership committee will establish membership categories and fees.
Article IV. Election and Succession Process
Elections will be held approximately every two (2) years in coordination with the biennial WORLD SLEEP SOCIETY Congress. Individuals and Societies Council Delegates may vote at the meeting or in advance by ballot.
After the first four years, the Officers and Elected Council Members will be elected by a simple majority of paid-up Individual Members in good standing. The Societies’ Council Delegates will be elected by the representatives of paid-up societies to the Societies House of Delegates.
The Nominating Committee will determine the names and eligibility of individuals placed on the ballot as candidates for Officers and Elected Council Members. Ballots will consist of all individuals designated by the nominating committee for each office or position. Candidate names for each office or position will be listed alphabetically. The election will accomplished by a secret ballot of the paid-up individual members, completed on or before the last day of the biennial WORLD SLEEP SOCIETY Congress.
The Societies’ Council Delegates will be elected by the Societies’ House of Delegates. The election of Societies’ Council Delegates must be completed within two weeks after the biennial WORLD SLEEP SOCIETY Congress.
If during a term, the President is unable to continue to serve, the President-elect will become President and complete the term. The President-elect will then continue for the next term as President. If the President-elect acting as President is unable to assume the office or becomes unavailable, the remaining members of the Governing Council shall choose an individual to complete the term.
All other Officer and positions on the Governing Council falling vacant during a term will be filled by a vote of the Governing Council. Time served during partial-terms by WORLD SLEEP SOCIETY Officers or Governing Council Members will not be counted toward term limits.
Article V: Committees
The WORLD SLEEP SOCIETY will have two types of committees: Permanent Standing Committees and Presidential Committees. The president or designee of another officer by the president will act as an ex-officio member of each committee.
Standing Committees chairs will be suggested by the Executive Committee subject to ratification by the Governing Council. These permanent Standing Committees perform continuing functions and service required by the society. Committee members serve at the pleasure of the Officers and Governing Council. Membership of all committees must be ratified biennially by the Officers and Governing Council.
Presidential Committees will be appointed by the president on an as-needed basis to perform specific functions. Presidential Committees will address issues of interest to the membership and to fulfill Society functions. The name, composition, and mandate of such committees will be decided by the President, subject to ratification by the Governing Council. These committees must not duplicate the function of any of the standing committees. Presidential Committees will be commissioned for a maximum of two (2) years.
Section A. The Nominating Committee
The Nominating Committee will determine the names and eligibility of individuals placed on the ballot for election as Officers and Elected Council Members. Under normal circumstances, elections will be held for all Officer and Elected Council Member positions, except president (because the president-elect ascends to presidency) every two years. The Nominating Committee will be chaired by a member who is not currently on the Governing Council. There must be at least 4 members of the Nominating Committee and 50% (or more) of the Nominating Committee members must be neither current Officers nor members of the Governing Council. Members of the Nominating Committee may not nominate themselves to be Officers of the WORLD SLEEP SOCIETY. The Chairperson is appointed by the Executive Committee and must be ratified by the Governing Council.
The Nominating Committee is responsible for the following:
* Announcing the upcoming election no less than four months prior to the beginning of voting
* Preparing a ballot for the election
* Placing on the ballot individuals getting at least ten nominations by paid-up individual members of the WORLD SLEEP SOCIETY, received no later than one month before the commencement of voting
* Ensuring least two candidates are put on the ballot for every position of the Elected Council Members, the president-elect, the secretary, and the treasurer.
Section B. The Congress Program Committee
The Congress Program Committee will be responsible for all aspect of organizing, conducting the WORLD SLEEP SOCIETY Congress that normally occurs at least once every other calendar year. The Congress Program Committee will include the President, the President-elect, two Elected Council Members and two (2) Societies’ Council Delegates. The Congress Program Committee may also submit for Governing Council approval “Local” Members who reside and/or are active in sleep societies in the region where the biennial WORLD SLEEP SOCIETY Congress. The Chairperson is appointed by the Executive Committee and ratified by the Governing Council.
Section C. The WORLD SLEEP Day Committee
The WORLD SLEEP Day and Public Relations Committee functions to help promote sleep health worldwide. The committee helps organize, support, and coordinate activities to inform the general public about the importance of healthy sleep and sleep disorders. The WORLD SLEEP Day Committee will have a Chairperson, Co-chair, and a variable number of other members. The Chairperson is appointed by the Executive Committee and ratified by the Governing Council.
Section D. The Examination Committee
The Examination Committee will oversee the International Sleep Specialist Board Examination content development, preparation, proctoring, results analysis, and question bank maintenance. The WORLD SLEEP SOCIETY Examination Committee have a Chairperson, a Co-chair, and three (3) other content area experts. Each member must provide a non-disclosure affidavit to assure the question bank security. Security of the question bank and security during the entire examination process is critically important. The Chairperson is appointed by the Executive Committee and ratified by the Governing Council.
Section E. The Education Committee
The WORLD SLEEP SOCIETY Education Committee develops and reviews sleep health and sleep medicine educational materials for posting on the website. These materials are designed for individual self-paced learning. In this capacity members of the Education Committee will prepare, solicit, and appraise materials submitted as part of the WORLD SLEEP SOCIETY’S global sleep education initiative. The Education Committee will also maintain and update the WORLD SLEEP SOCIETY Sleep Medicine Curriculum. This curriculum is maintained in general accordance with ACGME guidelines and current standards of practice. The curriculum represents and ongoing project and the Education Committee will work to populate the website with educational materials focused on the content areas listed in the curriculum. In this manner the WORLD SLEEP SOCIETY educational website will provide high-quality information concerning sleep medicine, worldwide. Finally, the Education Committee will develop and post FAQ materials on specific topics that relate to information either requested by inquiry or that address issues of public interest related to sleep health and sleep disorders. The Chairperson is appointed by the Executive Committee and ratified by the Governing Council.
Section F. The Membership Committee
The Membership Committee establishes Individual Membership categories and reviews all applications for individual membership. The results and recommendations based on this review will be forwarded to the Governing Council for final action. Individuals desiring membership in the WORLD SLEEP SOCIETY must submit a written application to the Membership Committee. The Membership Committee will review the application and forward their recommendation to the Governing Council for ratification. Society desiring membership in the WORLD SLEEP SOCIETY must complete a written application to the House of Delegates. The House of Delegates will review the application and forward their recommendation to the Governing Council for ratification.
Individuals or Society Members can be removed from membership by a vote of 75% or more of the Governing Council.
The Membership Committee will maintain records of Individual and Society Memberships, dues status of both individual and society members, and be responsible for sending renewal notices. The chairperson of the Membership Committee will submit an annual report of membership at the biennial WORLD SLEEP SOCIETY Congress. The Chairperson is appointed by the Executive Committee and ratified by the Governing Council.
Initially, for the first four years, the WORLD SLEEP SOCIETY will include all members of the World Association of Sleep Medicine (WASM) and all member societies of the World Federation of Sleep Research (WFSRS). These individuals will continue as members of the WORLD SLEEP SOCIETY provided they pay their dues.
Section G. The Publication and Website Committee
The Publication Committee provides the WORLD SLEEP SOCIETY with a liaison to its affiliated journal. The Committee also develops, reviews, and updates the WORLD SLEEP SOCIETY information booklet and website materials. The Chairperson is appointed by the Executive Committee and ratified by the Governing Council
Section H. Awards Committee
The Governing Council can create official WORLD SLEEP SOCIETY awards. For each award approved by the council, the Awards Committee will recommend names of individuals nominated to receive official WORLD SLEEP SOCIETY awards. These recommendations will be forwarded to the Governing Council for final action. The Chairperson is appointed by the Executive Committee and ratified by the Governing Council
Article VI: Indemnification
To the full extent permitted by the Minnesota Nonprofit Corporation Act. as amended from time to time, or by other provisions of law, each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suite or proceeding, wherever and by whomsoever brought (including any such proceeding, by or in the right of the corporation), whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a Member, director or officer of the corporation, or he or she is or was serving at the specific request of the Governing Council of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation by the affirmative vote of a majority of the directors present at a duly held meeting of the Governing Council for which notice stating such purpose has been given against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding; provided, however, that the indemnification with respect to a person who is or was serving as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall apply only to the extent such person is not indemnified by such other corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article shall inure to the benefit of the heirs, executors and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this provision of the Bylaws.
Article VII. Bylaw Amendment Procedures
Bylaw changes will normally be considered on a biennial basis. The current bylaws are subject to their first revisit four years after the new WORLD SLEEP SOCIETY is formed. Petition to change the bylaws must be submitted in writing at least two (2) months before the biennial WORLD SLEEP SOCIETY Congress. Suggested bylaw changes must neither compromise the WORLD SLEEP SOCIETY’s status as a 501c3 entity nor violate any laws. To institute a bylaw change, the ammendment must receive approval by 75% or more of voting paid-up Individual Members and by 75% or more of voting Societies House of Delegates.