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American Society of Hypertension, Inc. (ASH) Bylaws
Approved February 20, 2008


ARTICLE 1 – NAME

The not-for-profit corporation shall be the American Society of Hypertension, Inc. (hereinafter called the Society).

ARTICLE 2 – MISSION

The mission of the Society is to promote and encourage the development, advancement and exchange of scientific information in all aspects of research, awareness, prevention, detection, treatment and control of hypertension, and related cardiovascular diseases. 

The Society serves as a forum for the discussion, debate and dissemination of scientific information and clinical treatment strategies for hypertension and cardiovascular health for the broadest possible array of scientific disciplines.

ARTICLE 3 – MEMBERSHIP

Membership in the Society shall be available to all those with an interest in the field of hypertension and cardiovascular disease.

A. Membership Categories
The Society will have the following categories of membership:

(1) Regular Members
The following individuals may join the Society as Regular Members:
(a) Individuals who have undertaken scientific investigation in hypertension and related cardiovascular diseases.
(b) Individuals who are involved in the diagnosis and treatment of hypertension and related cardiovascular diseases, and
(c) Individuals who have an interest in these areas. 

Regular Members may participate in all the scientific activities of the Society, may vote at general meetings, shall receive all official mailings, and shall be eligible for elected and appointed positions within the Society.

(2) Members-In-Training
Members-In-Training are individuals who are currently in training in hypertension or related cardiovascular diseases. They enjoy all rights and privileges of membership, with the exception of the right to vote and are not eligible for elected Office within the Society.

(3) Emeritus Members
Individuals who have been Members of the Society for at least ten (10) years may apply for emeritus status. Emeritus Members enjoy all rights and privileges of membership, with the exception of the right to vote, and are not eligible for elected Office within the Society.

B. Membership Dues
The Board of Directors will determine membership dues for all membership categories.

ARTICLE 4 – OFFICERS

The Society will have six (6) Officers: President, President-Elect, Immediate Past President, Vice President, Secretary, and Treasurer, each of whom serves as a voting member of the Board of Directors. The Executive Director serves ex officio as an Officer of the Society and as a non-voting Member of the Board of Directors.

A. Qualifications, Election, Term of Office and Removal
To be eligible for an Officer position, an individual must be a current, Regular Member of the Society, and a current voting Member of the Board of Directors, with the Exception of the Executive Director who serves ex officio on the Board of Directors without voting privileges. The Officers of the Corporation, with the exception of the President, the President-Elect and the Immediate Past President, will be elected by the membership for a single three-(3) year term. The President, the President-Elect and Immediate Past President each serves for a two (2)-year term. Any elected Officer may be removed, with or without cause, by a majority vote of the Regular Members. Officers will take office immediately following the Annual Membership Meeting at which they are elected.

B. Duties and Responsibilities

(1) President
The President shall have the following responsibilities:
(a) To serve as the official spokesperson for the Society.
(b) To chair the meetings of the Board of Directors.
(c) To oversee the affairs of the Corporation, and without usurping the responsibilities of the Board of Directors, to keep the Board of Directors informed about the activities of the Corporation.

(2) Immediate Past President
The Immediate Past President shall be defined as the most immediate Past President who has completed the term of office as President, and has served in that capacity for at least six (6) months.

(3) President-Elect
The President-Elect shall be elected by the Regular Members and shall succeed automatically to the Office of President at the termination of the two (2)-year term of the immediately preceding President. Further, the President-Elect shall perform such duties as the Board shall prescribe.

(4) Vice President
The Vice President shall assist the President as may be reasonably requested. In the event of the resignation, death or incapacity of the President, the Vice President will assume the duties of the President for the unexpired term of office.

(5) Secretary
The Secretary shall have the following responsibilities:
(a) To keep the minutes of the Annual Membership Meeting and all other official meetings of the Board of Directors.
(b) To serve all notices of the Corporation.

(6) Treasurer
The Treasurer shall have the following responsibilities:
(a) To serve as the financial officer of the Society.
(b) To perform all duties incident to the Office of Treasurer.
(c) To provide financial reports of the Corporation.

(7). Executive Director
The Executive Director serves as the Chief Operating Officer of the Society. The Executive Director serves at the pleasure of the Board of Directors.

C. Vacancies
In between Annual Membership Meetings, a vacancy in any Officer position, other than President, shall be filled by vote of a majority of the Board of Directors. A replacement will be elected by the Regular Members at the next Annual Membership Meeting.

ARTICLE 5 - BOARD OF DIRECTORS

The Board of Directors of the Society shall be responsible for the affairs of the Society.

A. Composition
The Board of Directors is composed of voting and non-voting members.

(1) 15 Voting Members:
(a) President 
(b) President-Elect
(c) Immediate Past President
(d) Vice President
(d) Secretary
(f) Treasurer
(g) Nine (9) Directors At Large. The terms of these Directors shall be staggered to the extent possible.

With the exception of the Immediate Past President, voting members are elected by the Regular Members.

(2) Non-Voting Members:
(a) Editors-in Chief, or their designates, of any official Society Journals, ex officio
(b) President of the American Society of Hypertension Specialists Program Inc., or a designate, ex officio
(c) Special Delegates. The Board of Directors may invite individuals to serve as Special Delegates to the Board of Directors.
(d) Executive Director, ex officio

B. Qualifications of Elected Members
Only Regular Members who have served on Committees, including Advisory Bodies, of the Society, or who have served as Chapter Presidents, are eligible for elected positions on the Board of Directors.

C. Election of the Directors to the Board of Directors
Directors shall be elected by vote of the Regular Members at the Annual Membership Meeting of the Society. 

D. Term of Office for Directors
Elected Directors of the Board of Directors serve for a three (3)-year term and may serve for a maximum of two (2) terms as a Director At Large. Elected Directors will take office immediately following the Annual Membership Meeting at which they are elected.

E. Executive Committee
The Officers of the Society and the Executive Director, as an ex officio non-voting Member, will serve as members of the Executive Committee to manage Society affairs and business in between meetings of the Board of Directors. Actions taken by the Executive Committee shall be presented for review at the subsequent meeting of the Board of Directors.

F. Chair
The President of the Society shall serve as chair of the Board of Directors and the Executive Committee, or, in the absence of the President, the Vice President, or in his absence a chair chosen by the Board of Directors, shall preside. 

G. Meetings
The Board of Directors will meet in person at least twice each calendar year to conduct Society business. Special meetings of the Board may be called by the President, or by the Secretary upon the demand of five (5) Members of the Board of Directors, provided proper written reasonable notice is given to the full Board of Directors, of no less than ten (10) business days. The President will determine whether any special meeting will be in person or by teleconference, if agreed by a majority of the Board of Directors.

H. Conference Call
Individual Members of the Board of Directors or Committees may participate in meetings by electronic conferencing, allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

I. Action
The vote of a majority of the Board of Directors present at the time of the vote, provided a quorum of the voting Directors are present at such time, shall be the act of the Board. 

J. Action Without a Meeting
Any action required or permitted to be taken at any meeting of the Board of Directors or by any Committee may be taken without a meeting, if all members of the Board of Directors or Committee consent in writing to such action, and such consents are filed with the minutes of the Board or such Committee thereof.

K. Quorum
A majority of the voting members of the Board of Directors constitutes a quorum.

L. Vacancies
Vacancies on the Board of Directors occurring in between Annual Membership Meetings shall be filled by a majority vote of the Board of Directors in office. Individuals elected to fill vacancies shall serve until the next Annual Membership Meeting. At the next Annual Membership Meeting, the Regular Members will elect an individual to serve the remaining term. Such service shall not be included in determining an individual’s eligibility to serve multiple or successive terms as permitted under these Bylaws.

M. Removal 
Any member of the Board of Directors may be removed with or without cause, by a majority vote of the Regular Members. Board Members can be removed for cause by a two-thirds vote of the Board of Directors then in office.

N. Resignation
Any member of the Board of Directors may resign at any time by giving written notice to the President.

ARTICLE 6 – COMMITTEES

A. The Society will have Standing Committees, Committees of the Corporation, Advisory Bodies, and Special Committees

1. Standing Committees
The Society will have the following Standing Committees: Executive Committee, Finance Committee, Compensation Committee.
(a) The Board of Directors may establish other Standing Committees, as necessary, each of which must have a minimum of three (3) members.
(b) Only Members of the Board of Directors may serve as voting members of Standing Committees.
(c) The Board of Directors appoints members of Standing Committees for a two (2)-year term of office.

2. Committees of the Corporation
The Society will have the following Committees of the Corporation: Nominations, Chapter Board of Governors, Chapter Relations, Continuing Medical Education, Corporate Affairs, Membership, Publications & Communications, Public Policy, Scientific Awards
(a) The Regular Members or the Board of Directors may establish other Committees of the Corporation.
(b) Members of the Board of Directors or Regular Members may serve as voting members on these Committees.
(c) Nominees for any Committee of the Corporation vacancy will be presented by the Nominating Committee to the Regular Members at the Annual Membership Meeting for election.
(d) The members of Committees of the Corporation shall serve three (3)-year staggered terms. With the exception of the Nominating Committee, the chair and committee members shall be eligible to serve one (1) three (3)-year term and one (1) successive term. The term of office will commence immediately following the Annual Membership Meeting at which they are elected.
(e) The Chapter Relations Committee shall consist of the following individuals: President, President-Elect, Vice President, Immediate Past President, Secretary, and Treasurer, Chair of the Board of Governors. The Executive Director serves ex officio without voting privileges. 

3. Advisory Bodies: Scientific Program
(a) Advisory Bodies shall be established by the President or the Board of Directors.
(b) Members of the Society or other qualified individuals may serve as members of Advisory Bodies.
(c) Any member of an Advisory Body is eligible to serve as Chair except Representatives of Corporate Members.
(d) The President or the Board of Directors appoints Members of Advisory Bodies.
(e) Advisory Bodies serve in a consulting capacity.
(f) The membership of each Advisory Committee shall consist of a chair together with at least three (3) other additional members
(g) The chair and members of each Advisory Committee serve one (1) three (3)-year term and are eligible for one (1) additional, consecutive term. 
h) The President of the Society serves as the Chair of the Scientific Program Committee and appoints the Members of the Scientific Program Committee.

4. Special Committees
(a) The Board of Directors may establish Special Committees for a specific purpose or function.
(b) The President, with the consent of the Board of Directors, appoints Members or other qualified individual to these Committees. 
(c) Only Members of the Board of Directors may serve as voting members on these Committees.

B. Mission, Strategies, Projects
All Committees shall have charters, mission statements and annual work plans.

C. Reporting
All Committees report to the Board of Directors.

ARTICLE 7 - CORPORATE MEMBERS, CORPORATE ADVISORY BOARD

A. Corporations related to the mission of the Society are eligible to become Corporate Members of the Society

B. Corporate Members may designate two (2) representatives to the Corporate Advisory Board

ARTICLE 8 – ANNUAL NOMINATING & ELECTION PROTOCOL

The Nominating Committee is responsible for identifying qualified candidates for future vacancies in Society elected positions for presentation to the Membership at the Annual Membership Meeting. 

A. Composition
The Nominating Committee shall consist of nine (9) voting members, and one (1) ex officio non-voting member:

(1) The current President shall serve as an ex officio member without voting privileges.

(2) The four (4) most current, available Past Presidents of the Society, including the Immediate Past President, serve as voting members. The Chair shall be the Immediate Past President of the Society or, if such person is not available to serve, the Chair shall be elected by the Nominating Committee.

(3) One (1) Chapter President elected by the Chapter Board of Governors for a maximum of two (2) years.

(4) Four (4) Members elected by the Regular Members, each of whom shall serve as voting members for a one (1)-year term unless subsequently re-elected for one (1) additional term. 

Current Members of the Nominating Committee are not eligible for election as Officers or Directors At Large of the Board of Directors. 

B. Annual Call For Nominations
The Society will forward an Annual Call For Nominations for vacancies for any Officer, Director or Committee of the Corporation position to the Regular Members 90 days prior to the Annual Membership Meeting. Regular Members may submit the names of candidates for each Officer, Director and Committee of the Corporation vacancy for consideration by the Nominating Committee.

C. Meeting
The Nominating Committee shall meet at least 60 days before the date of the Annual Membership Meeting to select a slate of nominees for each Officer, Director and Committee of the Corporation vacancy for submission to the Regular Members at the Annual Membership Meeting.

D. Second Pathway to Submit Nominations
Members of the Society may submit nominations to be added to the ballot for any Officer, Director-at-Large, or Committee of the Corporation positions that are vacant.

A nomination petition signed by at least six (6) members of the Society shall be added to the slate prepared by the Nominating Committee. Such nominations must be received by the Secretary of the Society at least six (6) weeks before the next Annual Membership Meeting of the Society.

E. Slate of Nominations
The slate of Nominations will provide the names of one (1) or more candidates nominated for each Officer, Director and Committee of the Corporation vacancy, and will be forwarded by 1st class mail to all Regular Members of the Society, along with biographies, at least five (5) weeks prior to the Annual Membership Meeting of the Society.

The Slate of Candidates will indicate those persons currently holding positions to which they are eligible for re-election.

F. Election
A plurality of the ballots cast at the Annual Membership Meeting shall decide the election. Regular Members may vote by proxy. 

ARTICLE 9 - CHAPTERS

A. Mission
In order to assist Society Members in addressing educational, research and other issues relating to hypertension at the local level, the Society licenses Chapters of the Society at a city, state or regional level.

B. Chapter Board of Governors
Each Chapter, by a majority vote of its Chapter Members, shall elect a Governor. The Governors of each Chapter shall constitute the Board of Governors, which will coordinate Chapter activities. 

C. Chair, Board of Governors
The Governors shall, by a majority vote, elect the Chair of the Board of Governors for a single term of two (2) years. In the event the Governors deadlock with respect to election of the Chair, the voting members of the Chapter Relations Committee shall elect the Chair.

ARTICLE 10 - MEETINGS

A. Membership Meetings
(1) The Society will convene the Annual Membership Meeting every year in conjunction with its Annual Scientific Meeting. The Board of Directors shall present a report, verified by the President and Treasurer, or by a majority of the Directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the Board, showing in appropriate detail the information required by Section 519 of the New York Not-for-Profit Corporation Law. The annual report shall be filed with the records of the Society and a copy or abstract thereof entered in the minutes of the Annual Membership Meeting.

(2) Special Membership Meetings
Special Meetings of Regular Members may be called by the Board of Directors or, upon written petition signed by 10% of the Regular Members, provided that such a petition is made at least two (2) months and not more than three (3) months prior to the proposed Special Meeting. The place of such meeting shall be determined by the Board of Directors.

(3) Notice
Written or printed notice stating the place, hour, and day of the Annual Membership Meeting or Special Membership Meeting, and the purpose or purposes for which a Special Meeting is called, shall be delivered by first class mail, or facsimile not less than 10 nor more than 50 days before the Special Meeting.

(4) Quorum
The lesser of 100 Regular Members, or one-tenth of the total number of Regular Members shall constitute a quorum at Meetings of the Regular Members, and the vote of a simple majority of the Regular Members shall be a vote of the membership, unless specified otherwise in these Bylaws.

B. Scientific Meetings
The Board of Directors will convene scientific meetings at a time and place convenient to the members.

ARTICLE 11 – AMENDMENTS TO THE BYLAWS

A. Amendments to Bylaws of the Society may be made at a meeting of the membership. Proposals may be submitted either (1) by a petition of a majority of the Board of Directors, or (2) by a petition signed by at least 100 Regular Members. Any proposal must be submitted to the Regular Members at least 30 days prior to the meeting at which it will be considered. Proposals must be in compliance with existing laws.

B. Any proposal to amend the Bylaws of the Society must be approved by a two-thirds majority of the Regular Members at an Annual Membership Meeting or at a Special Meeting. Regular Members may vote by proxy. 

ARTICLE 12 - OPERATIONAL PROVISIONS

A. Tax Exemption
Notwithstanding any other provisions of these Articles, the Society is organized exclusively for one or more of the purposes as specified in Sec. 501[c][3] of the Internal Revenue Code of 1986, as amended, and shall not conduct any activities that are not permitted to be carried on by a corporation exempt from federal income tax under IRC Sec. 501[c][3] or corresponding provisions of any subsequent federal tax laws.

B. Not-For-Profit Organization
No part of the income of the Society shall inure to the benefit of any Member, Officer, Director, Committee Member of the Society, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Society), and no Member, Officer, Director or Committee Member of the Society or any private individual shall be entitled to share in the distribution of any of the assets on dissolution of the Society.

C. Restriction of Activities
No substantial part of the activities of the Society shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC Sec. 501(h) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidates for public office.

D. Dissolution
In the event of dissolution of the Society, all of the remaining assets and property of the Society shall, after paying or making provision for the payment of all the liabilities of the Society, and for the necessary expenses thereof, be applied as determined by the Board of Directors and as approved by a Justice of the Supreme Court of the State of New York, for the charitable, educational, and scientific purposes for which the Society is organized by distributing such property and assets for the furtherance of the work of institutions with similar purposes and objects which shall qualify under Section 50l © (3) of the Code or corresponding Section of any future Federal Tax Code. In the event of voluntary dissolution, such institutions shall be selected in the discretion of the Directors, subject to approval of the plan of dissolution and distribution of assets upon an order of the Justice of the Supreme Court of the State of New York. In no event, shall any of such assets be distributed to any Member, Director or Officer, or any private individual. 

E. Corporate Seal
The Society shall have a corporate seal which shall be circular in form and which shall bear the name of the Society as well as the state and year of incorporation. 

F. Office
The headquarters of the Society shall be located at such place, as the Board of Directors shall determine.

G. Records and Minutes
The Society will maintain appropriate files and records, including the Certificate of Incorporation, these Bylaws, all minutes of the meetings and resolutions adopted by the Board of Directors and by the membership at Membership Meetings.

H. Finances
(1) The Society will maintain appropriate financial records as required by general accounting principles and federal and state law.

(2) The Executive Director with the approval of the Committee on Finance is authorized to select banks or depositories for funds of the Society and the Board of Directors shall determine who shall be authorized to sign checks and drafts for payment of money acceptances, notes or other evidences of indebtedness.

(3) The fiscal year of the Society shall be determined and designated by the Board of Directors upon consultation with the auditors.

(4) The Board of Directors shall employ an accounting firm to prepare and distribute an annual audit of the finances of the Society and to provide such other services as deemed necessary by the Board of Directors.

(5) The Executive Committee shall determine which Officer or other person shall be authorized to enter into contracts and agreements or to sign, execute, and deliver other instruments or documents in the name and on behalf of the Society, and in all cases where the contracts, agreements, instruments or documents are for a term exceeding two (2) years and/or obligate the Society to pay a sum of money in excess of $50,000, unless authorized in the annual budget, such contracts, agreements, instruments or documents shall be approved by the President.

I. Procedures and Customs
The Society shall maintain and keep current a Manual of Policy and Procedure which shall set forth in detail the procedures, customs, and policies of the Society. These procedures, customs and policies are subject to review by the Board of Directors.

ARTICLE 13 - INDEMNIFICATION

A. Provision for Indemnification
The Society shall, to the fullest extent authorized by law, indemnify, any present or former Officers or Directors of the Society or the personal representatives thereof, made or threatened to be made a party in any civil or criminal action or proceeding by reason of the fact that he, his testator or intestate is or was a director or officer of the Society, served with any other corporation, partnership, joint venture, trust, employee-benefit plan, or other enterprise, in any capacity at the request of the Society, against judgments, fines (including excise taxes assessed on such a person in connection with service to an employee-benefit plan) amounts paid in settlement, and reasonable expenses, including fees of attorneys, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any person, his testator or intestate may be entitled apart from this provision.

B. Notice
Any present or former Officer or Director of the Society who shall seek the indemnification protection as defined in paragraph 13A above shall, at the earliest opportunity, bring the matter at issue to the attention of the Executive Director and President of the Society.

C. Insurance
The Society will obtain directors and officers liability insurance.

ARTICLE 14 – CONFLICT OF INTEREST

Any actual or potential conflict of interest on the part of any Officer, Director or Committee Member shall be disclosed to the Board of Directors, and made a matter of record. Any Officer, Director or Committee Member having an actual or potential conflict of interest shall not vote or use his personal influence on the matter. Officers, Directors and Committee Members will be required to provide information concerning any actual or potential conflict of interest so that disclosure may, if necessary, be made.

The Society will arrange to have all disclosures reviewed.