Article 1: Name

The name of this non-profit corporation is the International Pediatric Sleep Association (IPSA).

Article 2: Aims

The International Pediatric Sleep Association is an organization devoted to the promotion of pediatric sleep medicine world-wide. As such, its mission is to serve as the primary vehicle for developing, supporting and promoting global excellence in research, clinical care, education and public policy related to sleep in infants, children and adolescents. Specific goals are envisaged to potentially include:

A. To support basic and applied research in all areas of sleep in infants, children and adolescents

B. To promote standards of reporting and classifying data in the field of pediatric sleep research

C. To improve the ability of sleep medicine physicians and other clinicians to provide effective sleep health care to pediatric patients and their families

D. To promote the establishment of clinical guidelines for the screening, evaluation and treatment of pediatric sleep disorders

E. To encourage the development of training programs specific to pediatric sleep across a variety of disciplines and among different member societies

F. To promote sleep education for the public, including knowledge of pediatric sleep problems and their consequences, basic principles of sleep health and advances in sleep research

G. To advocate for research, medical, and societal policies that improve the sleep health of infants, children, and adolescents

H. To organize a recurring scientific meeting pertaining to pediatric sleep medicine and promote the exchange of information pertaining to pediatric sleep research   

I.   To improve the ability of sleep medicine physicians and other clinicians to provide effective pediatric sleep advice  

Article 3: Funds, Dues and Activities

Funds of the Association shall consist of monies raised by annual dues levied on the members, voluntary contributions to the IPSA, and income from grants, donations, legacies and gifts or any other source approved by the Board of Directors.

Article 4: Membership

4.1 Members

Current membership includes: full members and student members.

4.1.1 Full Members are persons who have shown a specific interest in pediatric sleep, as illustrated by their Curriculum Vitae. Full members pay annual dues set by the Board of Directors. Full members have full voting privileges.

Excluded from Individual Membership:

Individuals working for for-profit organizations with potential conflicts of interest, such as pharmaceutical companies, as their sole professional activity are not eligible for membership, even if they are otherwise qualified, except that:

a. those with dual professional activities, partially as an employee of a for-profit organization with potential conflict of interest and partially in a non- profit setting, may apply to the Board of Directors for membership, and

b. those members who enter the employ of a for-profit organization with potential conflict of interest must have their continued membership status reviewed by the Board of Directors.

4.1.2 Student Members are persons engaged in an academic program on pediatric sleep. Student members must be endorsed by a full member in good standing. Student members pay lower membership dues than full members as set by the Board of Directors. Student members do not have voting privileges.

4.2 Procedures for Membership

Those who desire to become a member of the IPSA must submit an application to the secretarial office on the electronic form.

4.3 Subscriptions

All members pay annual dues. Annual subscriptions are due by the 1^st of January each year. The dues are determined by the Board of Directors subject to the ratification by a plurality of members who attend a General Meeting, or who respond electronically if the question is raised by the Board of Directors between meetings. The annual fees are used to cover expenditures connected with running the Society as well as to promote activities decided by the Board of Directors.

4.4 Special Meeting of Members.

Upon the written request of fifteen percent (15%) of the voting members, or by majority vote of the Board of Directors, the Board of Directors shall call a special meeting of members to consider a specific subject. Notice of any special meeting shall be given to the members, twenty days prior to the meeting, by mail and/or electronic means.

4.5 Termination of membership

The Executive Committee may terminate membership if it is convinced that such membership is not to the advancement of the Association, or by receipt of a written resignation from a member.

Article 5: Sections

5.1 Sections may be created to provide Society members the opportunity to establish an affiliation with a group of professionals who share common interests. Section sponsored activities and programs should encourage and promote research and education in its area of specialty.

5.1.1 Section Membership. Each Section elects a Section Chair annually, who may serve up to three one-year terms. The responsibilities of the Section Chair are designated by the Board of Directors. Members of the IPSA are encouraged to identify one Section of primary interest. Membership in a section is limited to IPSA members.

5.1.2 Creation of New Sections. Creation of a new Section requires a petition to the Board of Directors and approval by the Board of Directors. The Board of Directors may establish new Sections should it determine there is a need created by scientific advancement and development in the field.

 

Article 6: Board of Directors

6.1 The Board of Directors consists of Office Holders and Ordinary Members.

Office Holders are: the President, President Elect, Immediate Past-President, Secretary, and Treasurer, who are elected for a two-year term by the eligible voting members of the IPSA.

Ordinary Members of the Board of Directors are elected for a four-year term by the eligible voting members of the IPSA.

6.2 No contract, debt, or obligation shall be binding unless contracted under the direction of the Board of Directors. The Board has the control and management of the property of the IPSA with the power to borrow money for corporate purposes. The Board of Directors has the power to enter into contracts, leases and cooperative relationships with other organizations.

6.3 The Board of Directors shall meet at least once a year. The President may call additional meetings at his or her discretion. The President, if present, presides at every meeting of the Board. If the President is not present, (in order of precedence) the President Elect or Secretary or Treasurer may act as chair-person. The Board meeting must be adjourned if none of the elected Officers is present.

6.4 Elections. At least three months prior to the election, the Board will propose a list of candidates for the positions of Officers and Directors. This list will become the Board-recommended slate. The Secretary or his/her designee will email to all members the details of the recommended slate and request the submission of other nominations from the membership. All nominations must be proposed by at least two members, accompanied by the written consent of the nominee to serve if elected, and be received at least one month prior to the date of the election. At least one month before the Annual Business Meeting, the Secretary will send to each member a ballot list containing the names of all eligible nominees. Ballots can either be submitted at the Annual Business Meeting or, for members unable to attend the meeting at which elections are to take place, they can mail or email the signed proxy ballot to the Secretary in reasonable time to be included in the ballot, or register their vote by other electronic means as shall be made available by the Board of Directors.

6.5 Quorum. A majority of the Board members (Directors plus Officers) constitutes a quorum for the transaction of business at a Board Meeting. Every act or decision made by a majority of the Directors and Officers present at a meeting duly held at which a quorum is present shall be the act of the Board.

6.6 Vacancies shall be filled in the following manner. A vacancy in the office of President shall be filled by the President-Elect. In the event of a vacancy in the office of the Secretary or Treasurer, the Board of Directors shall appoint a Board member to fill the vacancy until the next election. Vacancies in the Director positions shall be filled at the discretion of the Board of Directors.

6.7 Duties of officers.

President: The President is the principle elected officer and has general supervision over the activities and affairs of the Association, subject to the control of the Board. The President may sign and execute, in the name of the Association, any instrument authorized by the Board. The President has the discretion to prescribe the duties of other Officers and Board members in a manner not inconsistent with these By-laws. The President shall, upon expiration of two 2 year terms as President, serve on the Board of Directors for two years as Immediate Past-President.

President Elect: The President Elect performs the duties of the President in the absence of the President and may sign and execute, in the name of the Association, any instrument authorized by the Board.

Secretary and Treasurer: The Secretary works with Association staff as appropriate to maintain the membership records of the Association, ensure that the elections to the Board are performed according to the procedure outlined in these Bylaws, record the decisions of the Board in the minutes of Board meetings, and maintain a history of the Association. The Secretary or his or her designee is responsible for circulating notice of all meetings. The Treasurer is responsible for maintaining or overseeing maintenance of the financial records of the Association and ensuring that all income and expenditures are in compliance with applicable tax law, the Association's Bylaws, and the aims and objectives of the Association. The Secretary or designee is responsible for scheduling Board meetings and circulating the agenda and minutes to members. The Treasurer is responsible (directly or through oversight of relevant organization staff) for filing the Association's tax returns, planning the annual budget, and solicitation of financial support for the Association from organizations with an interest in pediatric sleep research and education. He or she will submit an annual financial report.

Directors: The Directors determine the policies of the Association in accordance with its Bylaws, plan scientific meetings, authorize expenditure of funds, and are available to serve on sub-committees designated by the Board.

6.8 Duty of Loyalty and Duty of Care

The duty of care requires directors to exercise the care, diligence and skill that any ordinary, prudent person would exhibit under similar circumstances. Board members will make a reasonable and good-faith effort to be aware of policies, activities, and board decisions.  The duty of loyalty requires directors to pursue the organization's best interests at all times. Board members will make a reasonable and good-faith effort to avoid self-dealings, represent the organization, and maintain confidentiality.

Article 7. Dissolution

7.1 In the event of liquidation or dissolution of the Association, no liquidating dividends or dividends in distribution of the property of the Organization shall be declared or paid to members or officers of the Association or to any private individual, but, rather, such property shall be transferred to such charitable scientific or educational organizations, corporations as the Voting Members of the Association shall determine or its legal administrators, after its dissolution, shall direct.

 

Article 8. Miscellaneous

8.1 The fiscal year of the Association is set by resolution of the Board of Directors.

8.2 Except as otherwise provided by law, these Bylaws and the Articles of Incorporation of the Association may be amended or repealed by action of the Board of Directors. The Board shall seek the approval of the General Assembly, specifically invited for that purpose when such proposed amendments represent a substantive change in the Instruments of the Association.

8.3 Newly elected Officers and Board members shall take office immediately following the Association's International Scientific Meeting.