Bylaws

For the german version please click here: German text / Deutscher Text

§ § 1
(Name, Place, Fiscal Year)

1. The Association will be called the World Association of Sleep Medicine. It shall be registered in the Register of Associations and will then be designated e.V. (registered association)

2. The association is based in Kassel, Germany.
The Association was founded on 5th of June 2003.

3. The Association is nondiscriminatory and nonpartisan with respect to politics, race and religion.

4. The fiscal year is the calendar year.

5. The Association is founded to operate solely as a non-profit „tax privileged“ entity according to the German fiscal code.

§ 2
Mission statement and activities

1. The goal of the Association is to advance knowledge about sleep and sleep disorders among health care personnel and among the public worldwide. By establishing international exchanges among physicians, psychologists, nurses, technologists, and other medical personnel interested in the sleep field, and sharing insights and information, the field of sleep medicine can advance for all populations. Increasing knowledge about sleep medicine will have a beneficial impact on the quality of life of individuals around the world

To accomplish its goal, the Association will share information through scientific congresses and will conduct collaborative projects with universities, or other non-profit-associations, and will also seek to publish its activities and the research results through a newsletter or journals.

2. In all its activities, the Association will retain no private economic interest and will be organized and function only as a non-profit entity.

3. The funds of the Association may only be used to further the purposes of the Association. The members do not receive any financial benefit from the Association.

4. Noone may spend funds contrary to the mission of the Association or be reimbursed to a disproportionate degree for expenses incurred.

5. Persons who are not employees or contractors of the Association may only receive reimbursement of their documented expenses.

§ 3
Membership

Members of the association are natural and juristic persons (incorporated entities). The EC has final authority to decide on applications.

§ 4
Termination of membership
The membership ends

a) with the death of a member
b) by voluntary termination of the membership
c) by termination from the membership list
d) by expulsion from the Association

To resign voluntarily, a member must present a written statement to a member of the EC. This can be done only at the end of the calendar year after a 3-month notice.

Membership of any member may be terminated by the Executive Committee if the member’s dues have not been paid for two consecutive years, and remain unpaid even after the member has been duly notified twice.

Membership may be terminated if deemed to be for the benefit of the Association after a vote at a general membership meeting. Before a decision can be made, the member has to be offered the opportunity to personally offer an argument against termination. A written statement of the reasons for termination must be read to the general membership meeting.

§ 5
Organs of the Association

The organs of the association are

a) The Executive Committee

b) The general membership

§ 6
(EC)

The EC consists of the

a) President
b) President-elect
c) Secretary
d) Treasurer

The Association can be represented judicially and extrajudicially by two EC members.

Noone can simultaneously hold two offices on the executive committee.

§ 7

All terms of office will be for two years beginning with the day of election. The Executive Committee members hold office until the next election.

If a member of the EC leaves the EC before the end of term, the EC elects a substitute member from the membership for the remaining duration of the turn.

Individuals may be re-elected four times for a maximum term of service of ten consecutive years.

§ 8

All matters proper for EC decision will be decided at a regular meeting of the EC. Meetings need to be called by the President or President-elect at least 3 days prior to the time set to meet. Notice may be delivered via postal mail, by phone or via email. The agenda need not be distributed prior to the meeting. A quorum for the meeting will be half of the voting members of the EC.

The EC meeting is chaired by the president or, if not available, by the president-elect.

The decision of the EC can be done in a written form or by phone, if all EC members agree on that mode of action.

§ 9
General meeting of the Association

Each member present has one vote in the General meeting of the Association.

The obligatory items on the agenda are:

a. Annual reports, financial statements, and auditor’s reports of the two years preceding the meeting.

b. Ratification of the financial statements and decision about granting an exemption from liability to the members of the executive committee. Ratification of the choice of the Auditor for the coming period.

c) Election and dismissal of EC members

d) Decisions on changes of the bylaws and termination of the association

§ 10
Convening General Meetings

A General Meeting of the Association Membership will be held at least every two years as decided by the Executive Committee.
The Executive Committee will ensure that adequate notice of the General Meeting will be provided to the entire membership in a timely fashion, but at least 90 days prior to the date of the meeting including the announcement of the agenda.

The announcement must to be sent to the address that the member has tranmitted in writing to the Association. The agenda is determined by the EC.

§ 11
Conduct of the General Meeting

1. The general meeting of the association will be chaired by the president, the president-elect, or another member of the EC. If no EC member is present, the general meeting decides on a chair.

2. The minutes are taken by the secretary. If the Secretary is not present, the minutes are taken by the substitute of the secretary.

3. The procedure for voting is decided by the chair. The voting has to be in a written form, however, if 1/3 of the members present require that procedure.

4.
The general meeting is not a public meeting. The chair can admit guests.The membership has to decide on the admission of the press, the network or TV.

5. Each duly announced general meeting constitutes a quorum independent of the absolute number of members present.

6. The general meeting decides on proposals in general by majority of the valid votes; abstentions are not counted. For changing the bylaws a supermajority of 3/4 of the valid votes is necessary, for the termination of the Association, a supermajority of 4/5 is required.

7. For voting, in particular for the EC, the following is valid:

If no candidate has received a majority in the first ballot, a second ballot is performed between those two candidates, who have received the highest number of votes in the first ballot.

8. The minutes have to be taken on the decisions of the general meeting of the association and have to be signed by the chair of the meeting and the person taking the minutes. The minutes have to include the following: Place, date of the meeting, name of the chair and the person taking minutes, and the number of the members present at the meeting, the agenda, the decisions and the mode of voting. When the bylaws have been changes the changed article has to be indicated.

§ 12
Creation of the Agenda

Each member can apply at the EC in a written form requesting that additional items be included in the agenda; and these proposals will be included if received no later than one week before the day of the general meeting of the Association. The chair of the meeting will add those items to the agenda at the beginning of the meeting. The membership itself decides whether additional agenda items, submitted during the general meeting, can be included in the agenda. A 3/4 supermajority is required to accept such items.
Proposals for termination of the association as well as the voting and dismission of EC members can only be decided at the meeting, if that proposal was announced to all members together with distribution of the agenda no later than 90 days in advance of the meeting.

Proposed changes in the Bylaws must be initiated by vote of the Executive Committee on its own initiative or after a petition by at least 15 individual or 3 society members of the association or any combination of the two classes of members such that a society member is equivalent to five individual members.

§ 13
Extraordinary General Meetings

The EC can announce an extraordinary general meeting of the Association at any time. Such a meeting must be called if the interest of the Association demands a general meeting of the association or if the EC receives a written form signed by 1/10 of all members indicating the reasons and purpose for the meeting. The rules under § § 9, 10, 11, und 12 will also be followed in such extraordinary general meetings.

§ 14
Termination of the association

1. A proposal to terminate the Association must be initiated by a vote of 2/3rds of the Executive Committee.

The proposed termination must be included in the agenda of a General Meeting of the Association and announced to the membership at least 90 days prior to the meeting. The Association may be terminated if at least four-fifths (4/5) of the votes at the General Meeting are in favor of such termination. (§ 11)
The president and the president-elect are both responsible for the financial liquidation of the Association, unless a different procedureis voted at a general meeting of the Association. The same requirement will apply if the Association is terminated or dissolved for any other reason or if it loses its official status.

If the association is terminated, all residual funds and property must be distributed to the German Society of Sleep Medicine (DGSM) a recognized non-profit organisation. The non-profit status of this organisation will be checked by the German tax authorities before final distribution. This association has to use the funds and property of the former WASM exclusively for non-profit aims or religious aims.

All belongings of the WASM will be transfered to the German Sleep Society if the WASM looses its non-profit.

GENERAL PROCEDURES

Article I: Name and Mission

1.1 Name and Place of the Association

The name of the association is the World Association of Sleep Medicine (hereinafter, designated as the Association) and it is established in Kassel, Germany under German law for non-profit entities.

1.2 Mission statement and activities

The general goals of the Association are spelled out in the bylaws submitted for establishment under German law. In addition, the Association will also actively advocate for the advancement of sleep medicine through contacts with governmental and non-governmental groups which impact on sleep. The Association may also provide other services that are of benefit to the members of the Association.

1.3 Primacy of the Bylaws

Nothing in these general procedures will be valid unless consistent with the bylaws submitted by the Association to the appropriate German authorities or duly revised in accordance with German law.

ARTICLE II: Members

2.1. The Association will have three classes of members.a. Individual Members will consist of professionals and paraprofessionals active in the field of sleep.b. Society Members will consist of regional associations, which include sleep medicine within their scope of concern.c. Supporting Members will consist of any legal person, organization or other legal body that wishes to support activities of the Association.

2.2. Criteria for membership
i. All members must accept the mission statement, bylaws, and general procedures of the Association.
ii. All members must pay the dues in a timely fashion as determined by the Governing Council.
iii. Additional criteria for each class of membership may be established by the Governing Council.

2.3. Votinga
The procedures for voting by the membership on specific issues will be determined by the Governing Council except insofar as herein specified.b. In any vote by the membership:

i. Each Individual Member will have one vote.

ii. Societies will receive 1/20th vote for every member who is an Individual Member of the Association as well as 1/200 vote for every other member who is not an Individual member of the Association. Any fractional vote will be rounded up to the next whole number.

iii. Supporting Members will not participate in voting.c. Individual Members will vote on their own behalf by casting the required ballot.d. Society Members will vote through a duly selected representative or by proxy.

iv. Selection of the Representative or the proposed method of voting the proxy will be communicated to the Governing Council of the Association by the official authority of each member society prior to a vote.

ARTICLE III: Officers of the Association

3.1. The officers of the Association will consist of a president, president-elect, secretary, treasurer, assistant secretary, and assistant treasurer.
a. The president, president-elect, secretary, and treasurer will constitute the executive committee.
b. The Past-President, if not currently serving in an office that is represented in the executive committee, will be an ex-officio advisor to the executive committee.
c. The executive committee is responsible for the administration of the Association and can act for the Association in establishing its legal status.

3.2 All the officers of the Association together with at-large members will constitute the Governing Council.
a. Each Officer of the Association and each at-large member of the Governing Council will have one vote during voting of the council.
b. The Past-President, Past-Secretary, and Past-Treasurer, if not currently Officers, will be ex-officio, non-voting members of the Governing Council.

3.3 All terms of office will be for two years.

3.4. Individuals may be re-elected to the Governing Council four times for a maximum term of service on the council of ten consecutive years. Thereafter, the individual must sit out a term before being re-elected to the council.

3.5 Individuals may not serve consecutive terms as president, although at completion of a term as president, the individual may be elected to the position of president-elect, provided that such election does not violate the term limits specified in Article III, Section 3.4.

3.5.a. The President-elect will automatically be advanced to the position of President when the new officers take up their positions.

3.5.b. In a case that the President-elect is unable to assume this office, the new President will be directly elected.

3.6 Individuals may serve as many as 3 consecutive terms as an officer other than President or President-elect or as an at-large member of the Council, provided that such terms do not violate the term limits specified in Article III, Section 3.4, but must subsequently vacate that position for one term before being re-elected to it.

3.7. Election of officers and at-large members of the Governing Council will be accomplished by a secret ballot of the membership, which will be completed on the last day of the biennial general meeting of the Association.

3.7.a. To facilitate participation, members may vote via absentee ballot according to procedures developed by the governing council.

3.8 At each election for officials of the Association, all voting members can cast their votes for one individual for each office and one individual for at-large membership from each region represented in the Governing Council, except that, if a region is allocated more than one at-large member, then all voting members can cast their votes for as many at-large member positions as were allocated to that regions.

3.9. The nominating committee will be chaired by a member who is not currently on the Governing Council.

i. The nominating committee will announce the upcoming election no less than four months prior to the beginning of voting.

ii. The nominating committee will prepare a ballot for the election.

iii. Individuals will be placed on the ballot by nomination of 10 Individual Members of the Association or by any combination of individual and society members which are authorized to have 10 or more votes, provided the nomination is received no later than one month prior to the beginning of voting.

iv. The nominating committee can also receive suggestions from Association members and can place individuals on the ballot on its own initiative with input from the membership, provided that the committee will attempt to have the officers reflect the various regional origins and professional activities of the membership and the at-large members (who represent specific regions) reflect the various professional activities of the membership.

v. The nominating committee will ensure that there is at least one candidate on the ballot for every position at stake.

vi. Ballots will consist of all individuals nominated for each office or position, including the at-large members of the Governing Council. Candidates for each office or position will be listed alphabetically.

3.10. If the office of the Presidency is vacant due to unavailability of the duly elected President, the President-elect will succeed to the position to 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.

3.11. All other positions on the Governing Council which fall vacant during a term shall be filled by the Governing Council. Officers serving a resulting partial term will be exempt from the regulations regarding term limits in so far as that partial term is concerned.

3.12. The President is the official spokesperson of the Association and acts on behalf of the Association as authorized by the Governing Council or as required when authorization of the Governing Council is not feasible.

3.13. The Secretary takes the minutes of all general membership and Governing Council meetings and transmits them to the membership after review and acceptance by the Governing Council.

3.14. The Secretary is responsible for preparing an annual report under direction of the President and with participation by all required members and officials of the society.

3.15. The Treasurer is responsible for preparing an annual financial statement, for overseeing and keeping track of all funds, receipts, and expenditures of the Association, and ensuring that all expenses are in accord with the adopted budget.

3.16. The Treasurer will maintain a record of all dues received and inform the Governing Council annually of all dues that are delinquent.

3.17. The Assistant Secretary and Assistant Treasurer will assist the Secretary and Treasurer respectively in performance of their duties under the direction of the Secretary and Treasurer.

3.18. The President, Secretary, and Treasurer have the exclusive executive powers granted to them by the bylaws and general procedures.

a. As necessary to carry out the functions of their offices, the President, Secretary, and Treasurer may utilize the assistance of other persons but cannot delegate to these individuals the powers of their offices.

ARTICLE IV: Governing Council

4.1. The Governing Council is responsible for setting policy for the Association, overseeing all activities of the Association, and ensuring that the by-laws are followed in the activities of the Association.

4.2. The Governing Council will consist of the officers of the Association, 6 to 10 at-large members of the Governing Council, and ex-officio members. Ex-officio members will not have a vote on the Governing Council.

4.3. The at-large members will be elected from different continental regions.

i. For the initial Council, there will be a total of six at–large members, one at-large member elected from each of the following regions: Africa, Asia, Australia-Oceania, Europe, North America, and South America.

ii. As deemed appropriate due to regional presence in the association or development of regional sleep medicine, the Governing Council may designate as many as 4 additional at-large members to be elected from one or more of the specific regions, provided that no region may have more than 3 regional at-large members on the Governing Council, provided that each of the six initial regions will always have at least one regional member-at-large on the Governing Council.

4.4. Governing Council meetings are called at least once per year by the President, or in his/her absence by the President-Elect. The Governing Council must have a meeting also if at least half (50 %) of all the members of the Council demand it.

4.5. Notice of all meetings must be sent by the Secretary to all members of the Governing Council at least two (2) weeks before a meeting, unless the urgency of a meeting precludes such notice.

4.6. A meeting can be a physical meeting, a virtual meeting or a phone conference.

4.7. An official meeting of the Governing Council requires a quorum of at least half (50%) of all the current voting members of the Board, including both officers and at-large members.

4.8. Either the President or the President-Elect must be present and will chair the meeting, unless neither is available, in which case the remaining members of the Governing Council may select a Chair.

4.9. In case of voting, a majority rule is used, if not otherwise specified in these by-laws or previously determined by the Governing Council. In case of a tie, the proposal will fail.

4.10. The Governing Council must elect at least one internal auditor among Individual Members and one authorized external auditor for the upcoming audit period prior to each general meeting.

a. The election of the external auditor should be based on competitive proposals.

b. The choice of the external auditor must be ratified by the general meeting of the Association.

4.11 All members of the Governing Council must be Individual Members in good standing of the Association.

ARTICLE V: Committees of the Association

5.1. Committees of the Association are either standing or temporary committees.

5.2. The standing committees and their responsibilities are as follows:

i. The nominating committee is to prepare a ballot for the elections as herein provided.

ii. The membership committee is to review and decide on applications for membership and forward their recommendations to the executive committee for final action. The membership committee will also maintain records of all members as well as determining the number of votes allocated to each member society.

iii. The scientific issues committee will be responsible for preparing the scientific contents of the Congresses of the Association. The chair and members of the scientific issues committee will be selected by the Governing Council. There will be one member for each region. If a region has an additional at-large member, there will be one additional member from that region.

5.3. Temporary committees may be created by the Governing Council as need arises and shall be created for a specified term, which may be subsequently extended, and for a specific purpose. All actions of the temporary committees will be restricted to their term and specified scope of action.

5.4. Committee chairs will be appointed by the President of the Association with the concurrence of the Governing Council at its next meeting, except as herein indicated.

5.5. The members of each committee will be selected by the Committee Chairs with the concurrence of the Governing Council at its next meeting, except as herein indicated.

ARTICLE VI : Official signature of the Association

6.1. The official signature of the Association, as required to commit the society to any contract or official action, requires the signature of either the President or the President-elect plus the signature of either the secretary or treasurer.

6.2. If both the President and President-Elect are unavailable to sign, the official signature can be provided by signature of either the secretary or treasurer together with one additional member of the Governing Council.

ARTICLE VII : Fiscal Matters

7.1 The Association will carry out all fiscal operations as consistent with its organization as a non-profit entity.

7.2. The Association can accept grants, gifts, testaments and money in addition to funds received from dues.

7.3. The Association can invest money it has received, taking care that the money invested is secured.

7.4. The accounting period of the Association is one calendar year and the fiscal year will be the calendar year.

7.5. The Financial Statement and the Annual Report of the Governing Council must be given to the Auditor before the end of March or at least one month before a general membership meeting if such meeting will occur prior to May.

7.6. The auditor should present the Auditor’s report to the Governing Council before the end of May or at least two weeks before a general membership meeting.

7.7. During the general membership meeting of the Association, the annual reports of the two preceding years together with financial statements and auditor’s reports will be presented to the membership.

ARTICLE VIII : General Meeting of the Association

8.1. General Meetings of the Association Membership will be organized by the Governing Council.

8.2. The General meetings will be organized during a Congress of the Association or during another international congress related to sleep medicine.

8.3. The Governing Council will ensure that adequate notice of the General Meeting will be provided to the entire membership in a timely fashion, but at least 90 days prior to the date of the meeting.

8.4 Agenda of the General Meeting of the Association Membership The obligatory items on the agenda are:

a. Annual reports, financial statements, and auditor’s reports of the two years preceding the meeting.

b. Ratification of the financial statements and decision about granting an exemption from liability to the members of the Governing Council.

c. Ratification of the choice of the External Auditor for the coming period.

d. Plan of action for the next biannual period including a proposed budget for the next two years, determination of the annual membership fees for different types of members, and announcement of the next Congress of the Association.

e. Any properly initiated proposals for change of the by-laws or general procedures.

f. Any agenda item required by the bylaws.

ARTICLE IX : Amendment of the Bylaws and General Procedures

9.1. Proposed changes in the Bylaws or General Procedures must be initiated by vote of the executive committee on its own initiative or after a petition by at least 15 Individual or 3 Society Members of the Association or any combination of the two classes of members so long as a Society Member is counted as equivalent to five Individual Members.

9.2. Before presentation to the membership, any proposed amendment must be reviewed and ratified by the Governing Council.

9.3. The proposed changes must then be included in the agenda of a General Meeting of the Association and announced to the membership at least 90 days prior to the meeting.

9.4. The proposed changes in the bylaws will be adopted if at least three-fourths (3/4) of the votes cast at the meeting are in favor.

9.5. The proposed changes in the general procedure will be adopted if at least two-thirds (2/3) of the votes cast at the meeting are in favor.

ARTICLE X : Termination of Membership and Removal of Officers

10.1. Membership will end as provided for in the bylaws.

10.2. Membership of any member may be terminated by the Governing Council if dues have not been paid for two consecutive years, and remain unpaid even after the member has been twice duly notified and granted a period of not less than two months for the delinquency to be rectified. 1

10.4. Membership of any member may be terminated for any other reason deemed to the benefit of the Association if:

i. The Governing Council deems this appropriate by a 2/3rds vote in favor at a duly constituted meeting.

ii. The member subject to termination will be permitted to resign without official notice of the termination or may elect to have the Governing Council present the action to the membership at the next general membership meeting, at which time it will be sustained if there is a 3/4 affirming vote of the membership.

10.5. Removal of officers may occur for any reason deemed to be of benefit to the Association if: The Governing Council deems this appropriate by a 2/3rds vote in favor at a duly constituted meeting.

ARTICLE XI : Termination of the Association

11.1. A proposal to terminate the Association must be ratified by a vote of 2/3rds of the Governing Council.

11.2. The procedures subsequent to the ratification by the Governing Council are indicated in the bylaws.

11.4 If the Association is terminated, all residual funds and property must be distributed to one or more recognized non-profit organizations, with the restrictions and in the manner provided by German law and the bylaws.