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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 in the State of Minnesota, United States of America.

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, 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 and information about sleep, circadian rhythms, sleep health and sleep disorders worldwide. This endeavor will promote clinical and scientific information for scientists, clinicians and the general public. The WORLD SLEEP SOCIETY will foster international exchanges among scientists, physicians, psychologists, nurses, physician assistants, technologists and other medical, clinical and research personnel working in the sleep field. The WORLD SLEEP SOCIETY will promote world-wide sleep health by advancing public education, supporting and advocating for public policies related to sleep health and sleep research. In this manner it is expected that sleep science and medicine will advance to improve the quality of life, health and well-being of individuals throughout the world.

Article III: Structure and Governance

The following paragraphs describe the WORLD SLEEP SOCIETY organizational structure and governance. The WORLD SLEEP SOCIETY is overseen by an Executive Committee and a Governing Council.

The WORLD SLEEP SOCIETY is composed of:

  1. 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 all clinicians, health personnel, scientists, academics and research personnel working in the area of sleep.

WORLD SLEEP SOCIETY is also open to industry representatives, public health officials, government representatives, health organization administrators, patient support group members and the general public as affiliated non-voting members who may not serve on the Governing Council or as Executive Officers.

Individuals desiring membership in the WORLD SLEEP SOCIETY must be nominated by two (2) existing members and submit an online application.

The membership committee will establish membership categories and fees.  WSS membership rates are reduced for students, trainees and individuals from economically underprivileged countries and also for members of Affiliate Societies. WSS members receive reduced registration rates for the World Sleep Congress.

  1. General Assembly of Affiliate Societies

Each Affiliated Society has an obligation to designate a representative to this Assembly. That person will serve for the whole of the 2-year term.

Clinical and Scientific Societies with relevance to sleep can become members of the WORLD SLEEP SOCIETY Affiliate Societies General Assembly. To join, the President or Chairperson of the society must submit a completed societal membership application. Each society’s application will be reviewed by the Affiliate Societies Sub-committee of the Membership Committee and a recommendation regarding acceptance will be sent to the Executive Committee and Governing Council for ratification. Societies with accepted and ratified membership applications will become members of the General Assembly of Affiliate Societies. There is no payment to the WORLD SLEEP SOCIETY to become a WSS Affiliate Society. However, WSS requests that societies provide their email lists and/or advertise/promote the World Sleep Society and the Congress. The Affiliate Societies’ individual members receive free access to online World Sleep Society publications and a reduction in membership fees for the World Sleep Society.  Unless otherwise specified, the accepted Society’s president, chairperson or designee will serve as that Society’s representative to the Affiliate Societies General Assembly. Each Affiliate Society will have one (1) delegate and one (1) vote in the Affiliate Societies General Assembly. The Affiliate Societies General Assembly will select and elect (by plurality (most votes)) the five (5) Societies that will provide delegates to serve on the Affiliate Societies Sub-committee of the Membership Committee.  The General Assembly of Affiliate Societies will elect one of their members to be the Chairperson of this Assembly for a term from one Congress to the next.  The Affiliate Society of which the Chairperson is the designee may not serve consecutive terms.

The General Assembly of Affiliate Societies will meet by teleconference up to five (5) times each year and also in person at the Congress of the World Sleep Society.  The Chair of the Membership Committee will attend all of these meetings, in a non-voting capacity.  The WSS President, President-elect or Past President will also attend each of these meetings, in a non-voting capacity.

  1. Governing Council

This comprises 17 members and consists of:

(A)  Five (5) elected Executive Committee Officers

Officers of the Executive Committee are:

(i) President

(ii) Secretary

(iii) Treasurer

(iv) President elect

(v) Immediate past president

These Officers are elected by plurality (most votes) of WORLD SLEEP’s Individual Members, with a term of office from one Congress to the next.

(B) Seven (7) Elected Members

The seven (7) Elected Council Members are elected by a plurality (most votes) of WORLD SLEEP’s Individual Members, with a term of office from one Congress to the next.  Of seven (7) members, there will be not more than one from each of the following seven (7) regions: North America, South America, Eastern Mediterranean region, Europe, Asia, Africa, Oceania.

(C) Five (5) Delegates elected from the Affiliate Societies General Assembly

The five (5) Affiliate Societies’ Delegates are elected by plurality (most votes) by the General Assembly of Affiliate Societies, with a term of office from one Congress to the next.  The individual delegate must be the same individual for the whole of their 2-year term.  Each Affiliate Society has one vote to elect the delegates to the Governing Council. Of the five (5) Societies elected, there will be not more than one from each of the following seven (7) regions: North America, South America, Eastern Mediterranean region, Europe, Asia, Africa, Oceania.

Industry representatives are non-voting members and may not serve on the Governing Council or as Executive Officers.

Each Executive Committee officer and Governing Council member has one vote in all matters concerning proposals brought forth involving program initiatives, official policies, committee appointments, committee recommendations, and changes in governance.

Individuals assume the position to which they are elected at the end of each WORLD SLEEP SOCIETY Congress. An individual may not concurrently hold more than one position as an Executive Committee officer or on the Governing Council. The President may serve only one term as president. An individual may serve as an Executive Committee Officer or on the Governing Council for no more than 3 consecutive terms, except for the president-elect who may serve as President for one additional term.

The organization shall also have an Executive Director who will manage the affairs of the organization, direct the organization’s staff, and work with the Executive Committee and Governing Council to manage the WORLD SLEEP SOCIETY’s activities and initiatives. The Executive Director will be appointed by the WORLD SLEEP SOCIETY’s Executive Committee.

  1. Executive Committee Officers

The President, President-elect, Past President, 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 and delegate to other persons to assist with specific Society functions, however they may not delegate authority or responsibility to these individuals. Members of the Executive Committee have the exclusive executive powers granted to them by the bylaws and general procedures. Any member of the Executive Committee may propose a motion. If it is seconded by another 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 WSS 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 scheduled online meetings 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 such 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 the period from one Congress to the next. The President can serve only one term as President.  At the time of election, the President-elect must not have been an Executive Committee Officer or on the Governing Council for more than 4 years. The President-elect will automatically advance to the position of President. If the President-elect is unable to assume this office, a new President will be elected by the membership.  In the interim, the Executive Committee will appoint one of the Officers to temporarily serve as President.

  1. President

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.

  1. Secretary

The Secretary shall be responsible for ensuring that accurate and complete records of the organization’s proceedings are maintained. This includes, but is not limited to:  1) Preparing, recording, and maintaining minutes of all meetings of the Board of Directors and the organization’s members; 2) Certifying and maintaining the organization’s articles of incorporation, bylaws, and any amendments thereto; 3) Maintaining records of the Board’s actions, including resolutions and policies; 4) Ensuring the organization’s compliance with record-keeping requirements as set forth by applicable law; 5)  Serve as the custodian of the organization’s corporate records and official seal

The Secretary may delegate portions of their responsibilities to staff or other Board members, as appropriate, but shall retain overall accountability for the duties outlined in this section.

  1. Treasurer

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 approved budget. The Treasurer will also maintain a record of all dues received and delinquent. This information will be transmitted to Executive Committee Officers, Governing Council and general membership annually.

The Treasurer may delegate portions of their responsibilities to staff or other Board members, as appropriate, but shall retain overall accountability for the duties outlined in this section.

  1. President-Elect

The president-elect will assist, under the direction of the president, in performing presidential duties and carrying out the functions of the World Sleep Society.

  1. Past President

The Past President will assist the President in performing presidential duties. The Past President will serve as a consultant, provide advice, and provide continuity.

Section B. Elected Governing Council Members

There are seven (7) elected At-Large Members of the Governing Council. These elected Governing 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). The Governing Council can vote to increase or decrease the number and geographic distribution of Elected Council Members.

Section C. Affiliate Societies’ Delegate to the Governing Council

There are five (5) Affiliate Societies’ Delegates on the Governing Council. The five (5) Societies from which these individuals are nominated are elected by the Affiliate Societies General Assembly. The individual must serve for the whole of the 2-year term.

Article IV. Election and Succession Process

Elections will be held in coordination with the WORLD SLEEP SOCIETY Congress. Individuals and Affiliate Societies Governing Council Delegates may vote at the meeting or in advance by ballot.

The Executive Committee Officers and Governing Council Members will be elected by plurality (most votes) of paid-up Individual Members in good standing. The Affiliate Societies’ General Assembly Delegates will be elected by the representatives of Affiliate Societies. The election of Affiliate Societies’ Governing Council Delegates must be completed within two weeks after the WORLD SLEEP SOCIETY Congress.

The Nominating Committee will determine the names and eligibility of individuals placed on the ballot as candidates for Officers and elected Governing 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 be accomplished by a secret ballot of the paid-up individual members, completed on or before the last day of the WORLD SLEEP SOCIETY Congress, either at the meeting in person or in advance by online ballot.

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 is unable to assume the office of President or becomes unavailable, the remaining members of the Governing Council shall choose an individual to complete the term.

All other Executive Officers 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 Chairperson of each Standing Committee will be a member of the Governing Council and have a term that is aligned with the term of the Governing Council. They will work closely with the WSS staff to prepare a short, written report on their activities, to be presented at each Governing Council meeting. In addition, the Chair of the Committee may request the opportunity to discuss any issues at the meeting. The Chair is encouraged to mentor their successor.

These permanent Standing Committees perform ongoing functions and services required by the Society.

Committee members serve at the pleasure of the Executive Officers and the Governing Council.

Membership of all committees must be ratified after each Congress by the Executive Officers and the 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.

Committee Membership

The Chairperson is a member of the Governing Council. The previous Chairperson will be invited to remain on the Committee. The other members will be invited by the Chairperson; there should be diversity of geographical region, gender and sleep discipline. All Committee and subcommittee members must be reported to the administrative office. After each election of the Governing Council, each Committee will be re-formed. At the discretion of the Chair, some members will continue on the Committee. There are no term limits for Committee members.

Standing Committees

Education and Examination Committee

The Education and Examination Committee is responsible for reviewing, organizing, and maintaining a broad range of educational activities to engage members and sleep health professionals.

The Committee solicits, prepares, appraises, and promotes sleep health and sleep medicine educational activities for the World Sleep Society website and other channels. The Committee also reviews educational activities submitted by Affiliate Societies or other organizations seeking endorsement by World Sleep Society.

The Committee maintains a curriculum to guide the educational activities of World Sleep Society. This curriculum is maintained in general accordance with the guidelines of the Accreditation Council for Continuing Medical Education.

The Committee applies for and maintains accreditation statuses to provide continuing education credits that are relevant to the members of World Sleep Society.

The Committee develops and maintains a sleep medicine fellowship training curriculum and accreditation guidelines for sleep medicine physicians and technologists that can be adapted by Affiliate Societies and countries seeking to establish or strengthen their sleep medicine training and certification programs.

The Committee oversees the International Sleep Specialist Examination, including the content development, preparation, proctoring, results analysis, and question bank maintenance. Each committee member and individual involved must provide a non-disclosure affidavit.

The Committee has a Chairperson, a Co-Chair, and at least three (3) other content area experts.

The Education and Examination Committee oversees the following World Sleep Society programs and initiatives:

  • World Sleep Academy
  • International Sleep Research Training Program
  • The International Sleep Medicine Examination
  • The World Sleep Society Learning Center

Congress Committee

The Congress Committee is responsible for the strategic and business planning of future World Sleep Congresses.

The members of the Executive Committee comprise the Congress Committee. The Executive Committee may add other members to the Congress Committee.

The proximate World Sleep Congress has a Program Committee that is a subcommittee of the Congress Committee. The Program Committee is responsible for the scientific and operational aspects of its specific World Sleep Congress.

The Congress Committee appoints the chair or co-chairs of each Program Committee for each World Sleep Congress. These appointments are subject to approval by the Governing Council.

The other membership of the Program Committee must include:

  • At least three (3) members from the host society, who are appointed at the discretion of the host society
  • The WSS President Elect or another member of the Governing Council who is nominated by the President Elect
  • The WSS President or another member of the Governing Council who is nominated by the President
  • At least four (4) other members proposed by the Program Committee Chair(s) and approved by the Governing Council

The Chair(s) of each Program Committee will ensure that the committee’s members comprise a broad range of sleep disciplines, geographical regions, career stage, and gender.

Each Program Committee has a subcommittee that is the Course Committee. The Course Committee is responsible for the educational aspects of the course program for its World Sleep Congress. One Co-Chair of the Course Committee is the WSS Past President or another member of the Governing Council who is nominated by the Past President.

Each Program Committee has a subcommittee that is the Affiliate Meetings Committee. The Affiliate Meetings Committee is responsible for reviewing proposals for Affiliate Meetings at its World Sleep Congress and for providing recommendations to the Program Committee. The Program Committee is responsible for making final decisions regarding Affiliate Meetings. One Chair of the Affiliate Meetings Committee is the WSS Past President or another member of the Governing Council who is nominated by the Past President.

Membership Services

The Membership Services Committee is responsible for ensuring that the Individual Members and Affiliate Societies of World Sleep Society are involved and engaged in the Society.

The Committee sets the Individual Member and Affiliate Society annual dues and benefits. The Committee establishes the criteria for reduction in dues for each membership category. These dues and benefits must be approved by the Governing Council.

The Chairperson of the Membership Committee must submit a report of membership at each World Sleep congress.

The five (5) Affiliate Society representatives on the Governing Council comprise a subcommittee of the Membership Services Committee. This subcommittee assesses the applications for new societies to join World Sleep Society as Affiliate Societies. This subcommittee’s recommendation must be submitted to the Governing Council for ratification.

Individual Members or Affiliate Societies can be removed from membership by a vote of 75% or more of the Governing Council.

The Membership Services Committee oversees the following World Sleep Society programs:

  • Individual Membership
  • Affiliate Society membership

Practice Recommendations

The Practice Recommendations Committee is responsible for soliciting and developing evidence-based publications on the practice of sleep and circadian medicine for members and sleep health professionals. Each publication should be relevant to sleep health clinical and/or research practice.

Types of publications include guideline endorsements, consensus statements, meta-analyses, and other scientific publications.

Any Individual Member or Affiliate Society may submit a topic for consideration by the Committee. Alongside the Publications Committee, the Practice Recommendations Committee reviews each proposal and determines whether to proceed. If necessary, the Executive Committee makes the final determination to proceed with a proposal.

The Chair of this Committee must be a clinician. The members of this Committee should cover a wide range of clinical, scientific, and research areas.

The Committee will create a task force for each publication, identifying suitable individuals. A member of the Practice Recommendations Committee must be the Chair or Co-Chair of each task force. The Chair of the task force is responsible for the content and for ensuring that the work proceeds in a timely manner.

When a manuscript is completed, the manuscript must be submitted to the Practice Recommendations Committee and the Co-Chairs of the Publications Committee for peer review. When comments are resolved, the manuscript is provided to the Governing Council for ratification. When ratified, the manuscript is submitted for publication.

The Practice Recommendations Committee oversees the following World Sleep Society programs:

  • Practice Recommendations

Awards

The Awards Committee is responsible for awards distributed by World Sleep Society.

The Committee reviews proposals for new awards and submits recommendations to the Governing Council for ratification. The Committee may also propose new awards for ratification by the Governing Council.

The Committee may delegate the distribution of a specific award to another World Sleep Society committee as the Committee deems appropriate.

There must be at least five (5) members of this Committee.

The Committee distributes the following awards:

  • New Investigator Awards at each World Sleep congress
  • Christian Guilleminault Young Investigator Awards
  • Distinguished Service Awards
  • Lifetime Achievement Awards

Public Awareness

The Public Awareness Committee is responsible for promoting sleep health worldwide.

The Committee helps to support, develop, and coordinate activities that inform public audiences about healthy sleep and sleep disorders.

The Committee must have at least two (2) Co-Chairs. The committee members are invited by the Co-Chairs. There should be diversity of geographical region, gender, sleep discipline, and career stage.

The World Sleep Day Committee is a Subcommittee of the Public Awareness Committee. The members of the World Sleep Day Committee serve at the discretion of the Public Awareness Committee.

The Public Awareness Committee oversees the following programs and initiatives of World Sleep Society:

  • World Sleep Day
  • Healthier Sleep

Publications

The Publications Committee is responsible for the solicitation and peer review of publications of World Sleep Society.

The Publications Committee reviews all topic proposals for official World Sleep Society publications and decides on whether to proceed. A proposal for a scientific publication must receive the approval of the assigned members of the publication committee and the Co-Chairs of the Practice Recommendations Committee to proceed. If necessary, the Executive Committee makes the final decision to proceed with a proposal.

The assigned members of this committee will provide peer review of manuscripts of official World Sleep Society publications. When comments are resolved, the manuscript proceeds to the Governing Council for ratification. If necessary, the Executive Committee makes the final decision to submit a manuscript for ratification by the Governing Council.

The Committee is responsible for the official and/or endorsed journal(s) of World Sleep Society.

The Committee must have at least two (2) Co-Chairs. The other members are invited by the Co-Chairs. There should be diversity of geographical region, gender, career stage, and sleep discipline.

Nominations

The Nominations Committee is responsible for overseeing the election process for the Governing Council and Executive Committee of World Sleep Society, ensuring that the process is fair, transparent, and in accordance with Article IV of the World Sleep Society Bylaws.

The Committee is responsible for:

  • Announcing the upcoming election no less than four (4) months prior to the beginning of voting
  • Preparing a ballot for the election
  • Placing individuals on the ballot who receive at least ten (10) nominations by paid-up Individual Members of World Sleep Society; such nominations must be received no later than one (1) month prior to the commencement of voting
  • Ensuring that at least two (2) candidates are placed on the ballot for the president-elect, the secretary, the treasurer, and each position of the Elected Council Members.

The World Sleep Society President chairs the Nominations Committee. There must be at least four (4) members of the Nominating Committee, and 50% or more of the Nominating Committee members must be neither current Officers nor current members of the Governing Council. Members of the Nominating Committee may not nominate themselves to be Officers of World Sleep Society.

Global Sleep Health

The Global Sleep Health Committee is responsible for developing collaborations with national and international health organizations to promote sleep health.

The Committee organizes, supports, and coordinates activities to inform and make recommendations to professional societies, health organizations, governments, and other institutional stakeholders regarding healthy sleep and sleep disorders.

The Committee must have at least two (2) Co-Chairs. The other members are invited by the Co-Chairs. There should be diversity of geographical region, gender, career stage, and sleep discipline.
The Committee may create Subcommittees that focus on technical areas of expertise and invite appropriate content experts to serve on those Subcommittees.

Research

The Research Committee is responsible for strengthening and promoting sleep research globally.
The Committee acts as a global sleep research authority on behalf of World Sleep Society, creating publications and reports; interfacing with professional societies, governments, and institutional stakeholders in sleep health research; and responding to related inquiries in coordination with other committees as appropriate.

The Committee monitors and evaluates emerging and developing scientific research directions that impact the practice of sleep medicine worldwide.

The Committee facilitates contacts and networking with researchers and research groups worldwide.
The Committee provides a central source of information for research training opportunities and resources worldwide.

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, suit 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

The Bylaws shall be reviewed on a biennial basis to ensure they remain relevant and effective.

  1. Submission of Proposed Amendments
    Proposed amendments to the Bylaws must be submitted in writing no less than two (2) months prior to the scheduled WORLD SLEEP SOCIETY Congress.
  2. Compliance Requirements
    All proposed amendments must maintain the WORLD SLEEP SOCIETY’s compliance with its 501(c)(3) nonprofit status and adhere to all applicable laws and regulations.
  3. Approval Process for Amendments
  • To enact a bylaw amendment for Articles I-IV, and VI-VII, the proposal must receive approval from at least 75% of voting, paid-up Individual Members.
  • Amendments related to Article V: Committees require approval from at least 75% of the current Governing Council and do not need to be voted on by all member.