Constitution and Bylaws

AACC Bylaws

Article I
Name and Incorporation

The Name of the Association is the American Association for Clinical Chemistry ("AACC") hereafter referred to as the Association. Pursuant to the original certificate of incorporation, this Association shall conform to the provisions of the Not-for-Profit Corporation Law of the State of New York.

Article II
Purpose

The purpose for which the Association is formed is to further the public interest by encouraging the study, advancing the science, and improving the practice of clinical chemistry and laboratory medicine.

Article III
Membership

Section 3.1 Eligibility
Membership in the Association shall be available to all individuals who are active and/or interested in the field of clinical chemistry and laboratory medicine. Members of the association shall conduct themselves in accordance with the Association's Code of Ethics.

Section 3.2 Establishment of Membership
Membership in the Association shall become effective when a completed application has been accepted by the Association and the designated dues payment has been received.

Section 3.3 Types of Membership
The types of membership in the Association shall be Full, Affiliate, Student, Emeritus, and Honorary.

3.3.1 Full Member
Individuals who have earned a baccalaureate or higher degree in science or medicine or the academic equivalent of the above, and are engaged in professional activities commonly associated with the practice of clinical chemistry and laboratory medicine may be admitted as Full Members. The Full Member shall have the right to vote, to make nominations, to hold elected office, and to chair, serve and vote on committees, and other privileges as determined by the Board of Directors.

3.3.2 Affiliate Member
Individuals who have an interest in the field of clinical chemistry and laboratory medicine may be admitted as Affiliate Members. The Affiliate Member shall not have the right to vote, to make nominations, to hold elected office, nor to chair committees, but may be entitled to other privileges as determined by the Board of Directors.

3.3.3 Student Member
Individuals who are engaged in formal full time undergraduate, graduate, or post-graduate study may be admitted as Student Members. "Full time" is to represent any combination of course work, teaching and/or research assistantships or fellowships that the respective institution considers a full-time load. The Student Member shall not have the right to vote, to make nominations, to hold elected office or to chair committees, but may be entitled to other privileges as determined by the Board of Directors.

3.3.4 Emeritus Member
Individuals 65 years or older who have been Full Members in good standing for a period of twenty or more years, and who are retired from the active practice of clinical chemistry and laboratory medicine, may, upon written request to the association, become Emeritus Members. The Emeritus Member shall retain all the rights of a Full Member except the right to hold elected office and is exempt from the payment of dues, but may be entitled to other privileges as determined by the Board of Directors.

3.3.5 Honorary Member
Individuals who have attained distinction by their contributions to clinical chemistry and laboratory medicine may be named Honorary Members of the Association by the Board of Directors. The Honorary Member shall not have the right to vote nor hold elected office in the Association nor be required to pay dues, but may be entitled to other privileges as determined by the Board of Directors.

3.4 Termination of Membership

3.4.1 Resignation
A member may at any time, in writing, resign from the Association.

3.4.2 Action of the Board of Directors
The Board of Directors may suspend or expel any member for cause after giving such member the opportunity to have a hearing. Membership may be terminated by action of the Board of Directors as a result of violation of the Code of Ethics, non-conformity with the Bylaws, or conduct unbecoming a member.

3.4.3 Non-Payment of Dues
Nonpayment of dues will result in loss of membership.

3.4.4 Reinstatement
Reinstatement shall be through the usual procedure required for qualification to any class of new membership.

Article IV
Board of Directors, Officers, and Board Committees

Section 4.1 Board of Directors
The Board of Directors shall consist of the officers of the Association and six (6) members elected from and by the voting members of the association, two (2) each year in rotation, each to serve a term of three (3) years. Members so elected to the Board of Directors shall be ineligible for re-election in that capacity to the Board for an interval of at least one (1) year. The President shall serve as Chair of the Board of Directors.

The Chair and Chair-Elect of the House of Delegates shall participate as ex officio members without vote in meetings of the Board of Directors.

The Chief Executive Officer (CEO) shall serve as an ex officio member without vote in meetings of the Board of Directors.

4.1.1 Powers, Duties, and Functions
Responsibility and authority for the management and control of the properties, funds, and activities of the Association shall be vested in a Board of Directors as the Governing Board of the corporation. The Board also:
(a) Shall have authority and responsibility for establishing objectives, and assigning responsibility for the programs and activities of the Association.
(b) Shall have authority to initiate, formulate, and adopt statements of official policy for the Association.
(c) May require reports from any Association officer, chair, or liaison.
(d) Shall render reports to the House of Delegates and to the membership at the respective annual meetings.
(e) Shall have authority to establish, alter or amend, as required, rules, policies and procedures governing the proceedings and meetings of the Board of Directors which are not inconsistent with the Articles of Incorporation and the Bylaws.
(f) Shall have authority to establish, dissolve, and determine the size and responsibilities of all Board and other commissions, committees, workgroups and taskforces other than committees specified by the bylaws.
(g) Shall have authority and responsibility for other duties and functions customarily incumbent upon the governing board of a corporation, or enumerated in the Certificate of Incorporation or in the Bylaws, or imposed by law.
(h) Shall have authority to select the Chief Executive Officer.
(i) Shall have the authority to determine annual membership dues.

The officers of the Association and the Board of Directors shall, during their respective terms of office, serve as ex officio members of the House of Delegates without vote.

Section 4.2 Officers
The officers of this Association, elected by the members, shall be the President, the President-Elect, the Secretary, the Treasurer, and the Immediate Past President.

4.2.1 Duties
The powers and duties of the officers of the Association shall be those specified in the Bylaws or by the Board of Directors to the extent not provided for in the Bylaws.
(a) The President shall serve as presiding officer of all regular and special meetings of the Association members, Board of Directors and Executive Committee; shall make all required appointments of all committees, commissions, workgroups, and task forces; and shall perform such other duties as are assigned by these Bylaws or by the Board of Directors.
(b) The President-elect shall assume the duties of the President in the temporary absence of the President, and shall perform such other duties as assigned by these Bylaws and by the Board of Directors. The President-elect shall automatically succeed to the presidency for the next term.
(c) The Secretary shall oversee the proper recording of the proceedings of the annual Business Meeting of Association members and the annual meeting of the House of Delegates, shall announce the nominations to the membership and shall perform such other duties as are assigned by these Bylaws or by the Board of Directors. The Secretary shall serve as an ex officio member without vote of the House of Delegates Steering Committee.
(d) The Treasurer shall serve as the Chair of the Finance Committee and shall perform such other duties as are assigned by these Bylaws and by the Board of Directors.
(e) The Immediate Past President shall chair the Nominating Committee and shall perform such other duties as are assigned by these Bylaws or by the Board of Directors. The Immediate Past President shall serve as an ex officio member without vote of the House of Delegates Steering Committee.

4.2.2 Elected Term
Each officer shall hold office for the elected term. The President-Elect, shall serve for one (1) year, and be designated as President for the following year and be the Immediate Past President the following year; the Secretary and the Treasurer shall each serve for three years. The Secretary and the Treasurer cannot serve two (2) consecutive terms, or six (6) consecutive years. The terms of the Secretary and Treasurer shall not coincide; in such event, the next term of the Secretary shall be three (3) years and of the Treasurer two (2) years, and thereafter three (3) years.

Section 4.3 Removal from Office
Officers and members of the board of directors can be removed from office in accordance with the State of New York law and with the removal policy established by the Board of Directors.

Section 4.4 Meetings
Regular meetings of the Board of Directors shall be held at least two times during each year at such time and place as determined by the President or by a majority of the members of the Board of Directors. A quorum of the Board of Directors for any meeting shall be a majority of the members thereof.

Section 4.5 Indemnification of Board of Directors and Officers
This Association shall indemnify any expenses, including, but not limited to, counsel fees, judgments paid, and amounts paid in settlement (before and after legal proceedings are commenced) as approved by the Court, actually and reasonably incurred in connection with the defense of any claim, action, suit, or proceeding, whether civil, criminal, administrative, or otherwise in nature, where involvement occurred by reason of being or have relation to matters as to which such director or officer shall be adjudged in any action suit, or proceeding to be liable for negligence or misconduct in the performance of a duty to the Association pursuant to the laws of incorporation. A conviction or judgment, whether based on a plea of guilty or nolo contendere or its equivalent, or after trial, in a criminal action, suit, or proceeding shall not be deemed an adjudication of liability for negligence or misconduct in the performance of duty to the Association, if such director or officer acted in good faith believing such action to be in the best interests of the Association.

Section 4.6 Board of Directors Committees

4.6.1 Executive Committee
The Board of Directors shall have an Executive Committee consisting of the officers of the Association. The Chair of the House of Delegates, or the Chair-Elect of the House of Delegates as the Chair's alternate, shall be an ex officio member without vote. The President shall serve as Chair of this Committee, and the Chief Executive Officer shall function, without vote, as its Secretary. A quorum of the Executive Committee shall consist of a majority of its voting members, and its formal actions shall require a majority vote unless otherwise provided in the Bylaws.

The Executive Committee shall be empowered to act for and on behalf of the Board of Directors between meetings of the Board, except as otherwise provided in the Bylaws. Actions taken by the Executive Committee shall be reported to the full Board of Directors as soon as practicable, shall be subject to review and ratification by the Board, and shall be recorded in the minutes of the Board of Directors.

4.6.2 Finance Committee
The Finance Committee shall consist of the President, President-Elect, Immediate Past President, Secretary, and Treasurer. The Chair and Chair-Elect of the House of Delegates shall participate as ex officio members without vote. The Treasurer of the Association will serve as Chair of the Committee.

The Finance Committee shall monitor all financial activities, provide guidance as required, and make recommendations to the Board of Directors on selection of the outside auditor.

Article V
Business Meeting of the Association Members

Section 5.1 Meeting
The annual Business Meeting of the Association Members shall be held at a time and place determined by the Board of Directors. The presiding officer shall be the President of the Association. In the absence of the President, the following shall serve as presiding officer in the order stated: President-Elect, Immediate Past President, Secretary, Treasurer, a member of the Board of Directors.

Section 5.2 Notice of Business Meeting
Notice of the annual Business Meeting of the Association Members will be published in one or more of the official publications of the Association in advance of the meeting. Unless otherwise prohibited by law, notice delivered pursuant to these bylaws may be transmitted by electronic mail or other means permitted by law.

Section 5.3 Quorum
A quorum for such a meeting shall be one hundred (100) or more Full Members in good standing of this Association.

Section 5.4 Order of Meeting
The conduct of all meetings of the Association shall be governed by the rules contained in Robert's Rules of Order, Newly Revised (9th Edition) in all cases to which they are applicable, provided that they are not inconsistent with the Bylaws.

Section 5.5 Action Without a Meeting
Any action or approval which may be taken at a meeting may be taken in writing by electronic mail or other means permitted by law.

Article VI
Nominations and Elections

Annually, there shall be the election of a President-Elect and a sufficient number of directors to maintain a total of six (6) non-officer directors, and two (2) members of the Nominating Committee. Every third year there shall be an election for a Secretary. Every third year there shall be an election for a Treasurer.

Section 6.1 Nominating Committee
The Nominating Committee shall consist of five (5) Full Members of the Association: the Immediate Past President and four (4) elected members. Two members will be elected each year to serve a two-year term. The Chair shall be the Immediate Past President.

Section 6.2 Nominations
(a) Nominations by the Nominating Committee. The Nominating Committee shall transmit to the Association Secretary, not later than the end of the fourth month of each year, a list of one or more qualified persons nominated for each open position in the Association to be filled by vote of AACC Members in accordance with the Bylaws. The Association Secretary shall announce these nominations to the Membership at the time of the Annual Meeting of the Association Members.

(b) Nominations by Petition. Members of the Association may, by petition, nominate qualified persons for election to open positions as officers of the Association and for election to other positions to be filled by vote of AACC members in accordance with the Bylaws. A nominating petition shall contain the signatures of at least two and one half (2.5) percent of the voting membership of AACC and shall be transmitted, not later than five (5) months before the beginning of the next calendar year of the Association, to the Association Secretary, who shall determine the validity and sufficiency of the petition. To be valid, the signature of a Member on a nominating petition may not appear on behalf of more than one (1) candidate for the same office or position.

Section 6.3 Elections
(a) The Association shall, not sooner than five (5) months nor later than three (3) months before the beginning of the next calendar year of the Association, present to the voting members of the Association a ballot showing vacancies to be filled and the names of persons nominated by the Nominating Committee, and by petition, if any.

(b) For each office or position on the ballot, the nominee receiving the largest number of valid votes cast shall be declared elected. In the event of a tie vote for any office or position, the Board of Directors shall, by secret ballot, conduct a run-off election among the tied candidates. The person thus receiving the largest number of valid votes cast by the Board of Directors shall be declared elected.

(c) The newly elected officers, Board members and Nominating Committee members shall assume their responsibilities beginning on the first day of the calendar year immediately following their election.

Section 6.4 Vacancies
In the event of a vacancy in the office of President, the President-Elect shall succeed to the presidency for the remainder of the unexpired term and for the following calendar year of the Association. In the event of a vacancy in the office of President-Elect, the vacancy will be filled by appointment by the Board of Directors for the term of President-Elect only. A new President and President-Elect will be elected in the next general election. In the event of a vacancy in the offices of Secretary or Treasurer, the Board of Directors shall appoint a qualified person to fill the unexpired term. In the event of a vacancy in the office of Immediate Past President, the duties and functions shall be carried out by the most recent Past President able to serve.

Article VII
Local Sections and House of Delegates

Section 7.1 Local Sections
Local Sections of the Association may be formed subject to the approval of the House of Delegates upon application in writing by not fewer than 15 voting members of the Association who reside in a geographical area. The area of each Section shall be officially delineated by the House of Delegates. Upon dissolution of a Local Section, in accordance with a compulsory clause to that effect in its bylaws, sums remaining in its treasury after the payment of all debts shall revert to the Association.

7.1.1 Membership
Membership in any category in the Association is a prerequisite for membership in a Local Section.

7.1.2 Local Autonomy
Each Local Section shall have local autonomy in all matters not defined, limited, or reserved by the Association in its Bylaws. Local Sections are required to abide by policies set forth by the Board of Directors. The calendar year of the Local Section will be the calendar year of the Association.

Section 7.2 House of Delegates

7.2.1 Powers, Duties, and Functions
The House of Delegates, as the Representative Body of the Association, represents the membership. The House of Delegates also:
(a) Shall serve as a communications link between the Association and Local Section members.

(b) Shall have authority to propose statements of policy, which, if approved by the Board of Directors, shall constitute official Association policy.

(c) Shall have authority to establish, and alter or amend as required, rules and procedures governing the proceedings and meetings of the House of Delegates which are not inconsistent with the Articles of Incorporation or Bylaws of the Association.

7.2.2 Delegates and Terms of Office
(a) The House of Delegates shall consist of representatives of Local Sections and of ex officio members. Only voting members of the Association shall serve as Delegates or Alternates. Every Local Section shall be entitled to one (1) Delegate regardless of the size of its membership. Every Local Section shall also be entitled to designate one (1) or more Alternates for its Delegate; such Alternate(s) shall serve only in the absence or disability of the Delegate. The manner of selection of its Delegate and Alternate(s) shall be within the discretion of each Local Section.

(b) The term of office of a Delegate shall be three (3) years, with the following exceptions: The terms of ex officio Delegates shall coincide with those of their respective national offices. No Delegate, other than ex officio Delegates, shall serve more than two (2) consecutive full terms in that office and a period of three (3) years must elapse before a Delegate can again represent the same section in the House.

(c) Annually the House of Delegates will elect a Chair-Elect who will serve one year as Chair-Elect and proceed to serve as Chair of the House of Delegates for a term of one year.

7.2.3 Meetings
The House of Delegates shall meet annually and at any time and place designated by the Chair of the House of Delegates or upon receiving a petition signed by a majority of the House of Delegates members for an interim or special meeting of the House. A quorum of the House of Delegates for any meeting shall be a majority of the members thereof or their qualified alternates.

7.2.4. House Steering Committee
(a) Composition. The House of Delegates shall have a Steering Committee, consisting of the Chair, Chair- elect and two (2) at-large members of the House of Delegates. The at-large members shall be elected at the annual House of Delegates meeting for two-year terms which shall begin on the first day of the calendar year immediately following their election. The House may choose to elect at-large members for a one-year term when necessary to stagger the terms of the at-large members for continuity or when a Delegate has only one year remaining on his or her term as Delegate. The Immediate Past President and the Secretary of the Association shall serve on the Steering Committee without vote. The Immediate Past Chair of the House of Delegates shall serve as an adviser without vote to the committee. The Immediate Past Chair shall serve in this advisory role even in the event that his or her term as a Delegate expires.
(b) Duties. Functions of the Steering Committee are: (1) to prepare the agenda for House of Delegates meetings, (2) to serve as liaison to the Board of Directors, and (3) to manage House of Delegates affairs.

Article VIII
Amendments to the Bylaws

Section 8.1
Amendments to these Bylaws, in whole or in part, shall be proposed by the Board of Directors or by at least ten (10) percent of voting members of the Association.

Section 8.2
Upon receipt of a duly proposed amendment or revision, the Association Secretary shall, within forty-five (45) days, present the ballot to each voting member of the Association. A proposed amendment or revision shall become effective immediately, upon receiving a two-thirds affirmative vote of all valid ballots cast.

Article IX
Dissolution of the Organization

In the event of lawful dissolution of the Association, following the payment of all debts and obligation of the Association, its assets shall be distributed to similar not-for-profit organizations to be selected by the Board of Directors.

Approved by the AACC Membership
October 1, 2012

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