ASSM Bylaws

ASSM Bylaws

 Bylaws of ASSM

 

§ 1

(Name, Place, Fiscal Year)

 

1-1. Name:

The Society will be called the Asian Society of Sleep Medicine (thereafter: ASSM). The official language of ASSM is English.

 

1-2. Mission:

The mission of the ASSM is to promote all aspects in sleep medicine and research in Asia. These aspects shall include but not limited to advancing the knowledge, promoting education and training, developing translational research of sleep, sleep health, and sleep disorders. By establishing international exchanges and knowledge transfer among clinicians, psychologists, nurses, technologists, basic scientists, and other medical professionals in the sleep field, the field of sleep medicine can advance for all Asian populations.

 

To accomplish its goal, the ASSM will seek to promote the development of sleep medicine and knowledge transfer through scientific congresses and will encourage collaborative projects among academic institutions and other sleep societies. The ASSM will also seek to publish its activities and the research results through appropriate channels and communications including newsletters and journals.

 

1-3.The ASSM is nondiscriminatory and nonpartisan with respect to gender, politics, race and religion.

 

§2 Members:

 

The ASSM shall have four categories of members: Society Members, Individual Members, Alliance Members (for corporates and companies), and Student Members (for both undergraduates and post-graduates). For all kinds of memberships, the Executive Committee (EC) has the final authority to decide on applications.

 

2.1 Society Members: Society members of the ASSM are the sleep societies in Asia.

 

2.2 Individual Members of the ASSM are natural and juristic persons. Eligibility of individual membership: all sleep-related interested parties including clinicians, technologists, basic scientists, psychologists, and other health care practitioners.

 

2.3 Alliance Members: The Alliance Members include the corporations and industrial companies. The Alliance Members should be invited by the Executive Committee of the ASSM. They have to comply with the bylaws of the ASSM. The Alliance Members do not have the right to vote and will not interfere the execution and policy of the ASSM.

 

2.4 Student Members: Student members are those undergraduate and postgraduate students who are interested in sleep research and/or sleep medicine. The student members do not have the right to vote and have to renew every 2 years.

 

2.5 Termination of individual membership

The membership ends

a) with the death of a member

b) by voluntary termination of the membership

c) by termination and expulsion from the membership list

 

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 EC 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 ASSM 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.

 

2.6 Membership fees: The membership fees shall be determined by the EC after consultation with individual society representatives. There are four types of membership fees:   

2.6.1 Society membership fees: will be determined by the EC.

2.6.2 Individual membership fees: will be determined by the EC.

2.6.3 Alliance membership fees: will be determined by the EC.

2.6.4 Student membership fees: will be determined by the EC.

 

§3 Funding

 

3.1 The funds of the ASSM may only be used to advance the purposes of the ASSM. Members do not receive any financial benefit from the ASSM. The ASSM may pay for someone or employ someone to achieve the missions and purposes of the ASSM.

 

3.2 No one may spend funds contrary to the mission of the ASSM or be reimbursed to a disproportionate degree for expenses incurred.

 

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

 

§4 The organization of the ASSM are

 

a) The Starting Committee (SC)

b) The Executive Committee (EC)

c) Subcommittees

d) The general membership meeting

 

4.1 The Starting Committee

The interim Starting Committee consists of the society/group members which plays a substantial role in the foundation of the ASSM. The SC consists of following members, including China, Hong Kong, India, Japan, Korea, Singapore, Thailand, and Taiwan. The SC member has the right to vote for acceptance or rejection of the proposal as related to the establishment of ASSM. The starting committee will cease to exist once the formal ASSM is established and formal executive committee is elected. The SC shall elect among themselves the interim president, vice-presidents, secretary-general and treasurers.

 

4.2 The Executive Committee consists of

a) 1 president

b) 1 president-elect

c) 3 Vice-presidents (General affairs, Education and Research)

d) 1 Secretary-general

e) 1 Treasurer

f) Past President (ex-officio)

g) Members: one from each individual Asian sleep society

 

4.2.1 Members of the Executive Committee shall be residents of an Asian country. Each society member shall have at least a representative joining the committee.  The representation of the ASSM in the public or other activity by the EC members must be decided by the EC. No one can simultaneously hold two offices in the executive committee.

 

4.2.2 Functions of EC
 

4.2.2.1 The president of the ASSM shall be the Chair of the Executive Committee, and shall be generally responsible for all matters concerning the administration of the ASSM.

 

4.2.2.2 The vice-presidents (General Affairs, Education and Research) shall assist the President and the Secretary-general in their duties. The roles of vice-president of General Affairs are mainly responsible for the assistance of general administration of the ASSM, including carrying out the responsibilities of the President in the event of his or her absence or disability. The roles of vice-president of Education are mainly responsible for the educational affairs, including promoting education and training. The roles of vice-president of Research are mainly responsible for the research and scientific affairs.
 

4.2.2.3 The Secretary-general shall act as the Secretary of the Executive Committee. The Secretary-general shall give notice of all meetings of Executive Committee, shall attend all such meetings; and shall record all votes and the minutes of all proceedings. The Secretary-general shall also be responsible for the preparation and distribution of the Annual report of the ASSM.
 

4.2.2.4 The Treasurer shall keep full and accurate accounts of receipts and disbursements of the ASSM; shall collect all funds due to the ASSM and disburse funds as required to meet the obligations of the ASSM; either the Treasurer and/or the Secretary-general shall keep the funds of the ASSM in a separate account to the credit of the ASSM, unless the Executive Committee provides otherwise (we will discuss this later on when we have the account); shall render to the President and the Executive Committee, as requested by them but not less than once a year, regular accountings of all transactions and of the financial condition of the ASSM.


4.2.3 Notice of meeting of the Executive Committee
The Secretary-general shall give notice of an Executive Committee meeting to each member of the Executive Committee not less than 2 weeks before the date of the meeting.

 

4.2.4 Quorum
Quorum of the Executive Committee or the transaction of business of the ASSM shall consist of the next whole number above one-third of the number of the Executive Committee members.

 

4.3 Subcommittees: The details and members of subcommittees will be decided by the EC.

There are three subcommittees at the foundation of the ASSM, including Scientific Committee, Education Committee, and Research Committee. Committees shall submit timely reports of their activities, findings, recommendations and progress to the secretary-general. The EC have the right to enlarge the committee, appoint consultants or advisors, remove any member, and fill any vacancy.

 

4.3.1  Scientific Committee
The role of the Scientific Committee shall be responsible for propositions as to the scientific program of the biennial ASSM Congress. The Chairs of the Scientific Committee are the president of the ASSM and the chair of the local organizing Committee. The Chair(s), with the assistance of local organizing committee of the ASSM Congress Committee and treasurer of the ASSM, shall keep the vice-presidents, president-elect, secretary-general, and other members of Scientific Committee apprised of all major scientific, non-scientific and financial aspects of the biennial ASSM Congress.

 

4.3.2 Education Committee

The role of the Education Committee is to propose, develop and disseminate educational programs, initiatives and products with the purpose of meeting the educational needs of the ASSM members and related community. The vice-president of education is the chair of the Education committee.

 

4.3.3 Research Committee

The role of the Research Committee is to facilitate and promote basic and clinical research in the sleep field. The vice-president of research is the chair of the Research Committee.

 

4.4 General membership meeting of the ASSM

The Executive Committee shall meet at least once in two years to regulate and transact the affairs of the ASSM in the general membership meeting. A General Meeting of the ASSM 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 membership 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 transmitted in writing to the ASSM. The agenda is determined by the EC.

 

4.4.1 The obligatory items on the agenda of general membership meeting 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;

c) Ratification of the choice of the Auditor for the coming period;

d) Election and dismissal of EC members.

 

4.4.2 Notice of general membership meeting
The Secretary-general shall give notice of an Executive Committee meeting to each member of the Executive Committee not less than 30 days before the date of the meeting.

 

4.4.3 Conduct of the General Membership Meeting

 

4.4.4.1 The general membership meeting of the ASSM will be chaired by the president. If the president is absent the vice-president of general affairs shall chair the general membership meeting. If the vice-president of general affairs is also absent, general membership meeting of the ASSM will be chaired other vice-president or another member of the Executive Committee. If no Executive Committee member is present, the general meeting decides on a chair.

 

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

 

4.4.3.3 The procedure for voting is decided by the chair in the general membership meeting. The voting can be in a written form, however, if 1/3 of the individual members present require that procedure.

 

4.4.4 The general membership 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 electronic media to the meeting.

 

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

 

4.4.6 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 ASSM, a supermajority of 4/5 is required.

4.4.7 The minutes have to be taken on the decisions of the general membership meeting of the ASSM 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. The minutes should be circulated to all members.

 

§5 Election and Terms of Office

 

5.1 The terms of office of the Executive Committee shall be two years, which shall begin on the day following the previous ASSM Congress and shall terminate on the last day of the next ASSM Congress.

5.2 Re-election at the same position shall be possible for one more consecutive term, maximum of 4 years. The secretary-general shall send in a dated circular to all Governing Council members not less than sixty days before the deadline for the receipt of nominations, calling for nominations of candidates for the respective officers of the Executive Committee. If more than one nomination shall be received for an office of the Executive Committee, a ballot shall be conducted by post in accordance with the voting procedures as stated under Article 5.7.

5.3 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 term.

 

5.4 The decision of the EC can be done in a written form or by e-mail or by other electronic form of communication such as teleconference, if all EC members shall agree on that mode of action.

 

5.5 All matters proper for EC decision will be decided at a regular meeting of the EC. Meetings need to be called by the President at least 2 weeks prior to the time set to meet. Notice may be delivered via postal mail, by phone or via email or by other electronic form of communications. The agenda need to be distributed prior to the meeting. A quorum for the meeting will be one-third of the voting members of the EC.

 

5.6 The EC meeting should be chaired by the president or, if not available, by the vice-president of general affairs.

 

5.7 The current EC will conduct a call for nominations of the office of the next EC to the general membership meeting of the ASSM 30 prior to the general membership meeting. The nominees will be submitted to the Membership for vote. Voting by a proxy is not eligible. 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 (please confirm).

 

§ 6 Creation of the Agenda

 

6.1 Each member can apply at the Executive Committee in a written form requesting that additional items be included in the agenda; and these proposals will be included if it is received no later than 2 weeks before the day of the general meeting of the ASSM. 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 half of attending members are required to accept such items.

Proposals for termination of the ASSM as well as the voting and dismission of Executive Committee 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.

 

6.2 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 ASSM or any combination of the two classes of members such that a ASSM Society member is equivalent to five individual members.

 

§ 7 Termination of the ASSM

 

7.1 A proposal to terminate the ASSM must be initiated by a vote of two-thirds of the Executive Committee.

 

The proposed termination must be included in the agenda of a General Meeting of the ASSM and announced to the membership at least 90 days prior to the meeting. The ASSM may be terminated if at least four-fifths (4/5) of the votes at the General Meeting are in favor of such termination.

The president and the president-elect are both responsible for the financial liquidation of the ASSM, unless a different procedure is voted at a general meeting of the ASSM. The same requirement will apply if the ASSM is terminated or dissolved for any other reason or if it loses its official status.

 

7.2 If the ASSM is terminated, all residual funds and property must be distributed to the individual society members equally.

 

Any changes in the Bylaws will be circulated to the Membership by mail or by electronic mail or by webpage.