Section B - Purposes - The purpose of Association of Biomedical Communications Directors (ABCD) shall be to promote the establishment, growth and effective use of information, communications and educational technology to meet the growing needs of health education, patient care and biomedical research.  To this end ABCD will serve as a continuing forum for administrators to share expertise, materials and ideas and, as a body, will study and act on matters of mutual interest to the membership.

ARTICLE II - Membership and Sponsors

Section A ­ Classification - There shall be three classes of regular membership: Active Member, Associate Member, and Sustaining Member.  There shall be two classes of special individual memberships: Emeritus Member and Honorary Member.

Paragraph 1 - Active Member - Individuals who direct a biomedical communications service or similar facility* in a school or in an academic health science center (both of which must grant degrees in health or life science fields and both of which are hereinafter referred to as "Sponsor").  The only exceptions shall be the directors of biomedical communications centers or similar facilities serving unique institutions, agencies or government entities which are not degree granting institutions but which provide educational technology services of value to a broad health sciences clientele. The submission of complete and accurate data for the member's areas of professional responsibility for the ABCD Annual Survey is a requirement for Active Membership.

*Footnote- For purposes of this document, a biomedical communications facility is defined as a unit, department, division, etc., primarily dedicated to the development, production, distribution and/or utilization of information, communications or educational technology to serve the mission of the sponsoring institution.

Paragraph 2 - Associate Member - Individuals with full responsibility for programs other than biomedical communications, but directly related to the interests of academic biomedical communications programs, and individuals who have been biomedical communications directors but have left the directorship and maintain an interest in the field, may apply to become Associate Members.  Also, a subordinate member of a Biomedical Communications management team, such as an associate director, may apply for membership in this category with the recommendation of the institution's active member.  Associate members are responsible for the payment of fees or dues determined by the Board of Governors.

Paragraph 3 - Sustaining Member - Duly constituted organizations such as manufacturers, dealers, laboratories, or associations of such organizations, shall be eligible to apply for Sustaining Membership.  A Sustaining Member is responsible for the payment of fees or dues determined by the Board of Governors.

Paragraph 4- Emeritus Member- Individuals who have completed a minimum of five years membership in ABCD and have retired from full-time employment in the field of biomedical communications shall be eligible to apply for Emeritus status in ABCD.  An Emeritus member shall be listed in the membership roll of the Association and shall pay fees or dues as determined by the Board of Governors.

Paragraph 5 - Honorary Member - Any person who shall have distinguished himself or herself or performed eminent service in the advancement of biomedical communications, or otherwise furthered the aims and purposes for which the Association exists, may be designated as an Honorary Member.  Election to the status shall require nomination by two or more Active Members and approval by the Board of Governors.

Paragraph 6 - Honorary Members who are not also Active or Associate Members shall be exempted from the payment of dues.  They shall not have voting privileges, may not hold elective office, nor may they chair any committee, board or other officially constituted body, nor serve on the Nominations or Membership Committees.

Section B ­ Selection

Paragraph 1 - The Membership Committee shall determine whether an applicant meets the requirements for the class of individual membership for which application has been made and make its recommendation to the Board of Governors for action.

Paragraph 2 - The Board of Governors shall consider and rule on all applications for Emeritus, Honorary and Sustaining Membership in accordance with the Bylaws.

Section C ­ Privileges

Paragraph 1 - Active Members - While in good standing, an Active Member is eligible to participate fully in every activity of the Association.  Active Members may vote in any general or special election, hold office, and/or serve on any committee, board or other officially constituted body to which they have been duly appointed or elected.

Paragraph 2 - Associate Members - While in good standing, Associate Members are eligible to participate in all of the organization's activities except that they may not serve as officers of the Association.  Associate Members may be elected as at-large members of the Board of Directors and are eligible to serve on and chair all committees except the Membership Committee.

Paragraph 3 - Sustaining Members - While in good standing, Sustaining Members are eligible to participate in all of the organization's activities except that they may not serve as officers of the Association or as representatives on the Board.  Sustaining Members can vote and chair committees. They may serve on any committee of the organization, except the Membership Committee.

Paragraph 4 - Emeritus Members - While in good standing, Emeritus Members are eligible to participate in all of the organization's activities except that they may not vote nor hold elective office in the Association.  They may serve on any committee of the organization except the Membership Committee.

ARTICLE III - Dues and Contributions

Section A - The annual dues for Active, Associate, Sustaining and Emeritus Members shall be fixed but subject to revision from year to year. The Board of Governors shall determine them.

ARTICLE IV - Officers

Section A - The officers of the Association shall be a President, a President Elect (who will serve as Vice President), a Secretary and a Treasurer.  The Officers shall be elected to office by eligible voting members in conjunction with the Annual Meeting.  The President Elect shall be elected yearly.  The Secretary and the Treasurer shall each serve a term of three years and may be re-elected to their respective offices.  Except by reason of appointment to fill an unexpired term, the President and President Elect shall not serve more than two successive terms in their respective offices.  Except as otherwise provided herein, the Board of Governors shall fill vacancies occurring among the officers.  All officers shall serve without compensation.

ARTICLE V ­ Directors

Section A - The Association shall have four at-large Directors nominated and elected from its combined Active and Associate membership. These Directors shall serve for staggered terms, which shall be determined by the Board of Governors. Directors may succeed themselves if re-nominated and re-elected.

ARTICLE VI-Board of Governors

Section A-Composition - The Board of Governors of this Association shall have no more than nine members, who shall be the four elected officers, the four Directors, and the most recent past President.  Vacancies occurring on the Board shall be filled by appointment by the remaining Board members.  Board members shall serve without compensation.

Section B - Functions - The Board of Governors shall function in the interests of the Association and be accountable to the membership. It shall uphold and implement the provisions of the Constitution and Bylaws and such other mandates as the Association may choose to impose.  It is empowered to act on its own authority on issues and questions which may not be deferred until the next Annual Meeting of the Association.  It shall otherwise exercise appropriate control and responsibility for all Association affairs for which guidance is not specifically reserved to other authority.

ARTICLE VII - Dissolution and Disposition of Assets

Section A - The Association shall be organized as non-profit, and its affairs shall not be operated for profit.  In the event of dissolution of the Association, the Board of Governors, after payment of all liabilities, shall dispose of all the assets of the Association by donation to a non-profit charitable or educational organization whose goals and purposes are similar to those of the Association, provided that said organization or organizations shall be qualified as tax exempt under Section 501 (c) (3) of The Internal Revenue Code or corresponding provisions of any future income tax law.

ARTICLE VII ­ Amendments

Section A - This Constitution may be amended by three fourths of the votes cast by the voting members at the Annual Meeting of the Association, or by mail, provided a quorum participates in the election, and further provided that notice of any such proposed amendment has been mailed to each Active Member of the Association at least 30 days prior to the voting deadline.

BYLAWS

ARTICLE I - Association Year

Section A - The Association Fiscal year / Membership year shall begin on July 1 and end on June 30.

ARTICLE II - Meetings

Section A - Annual Meeting - The Association shall hold an Annual Meeting each year for the presentation of a scientific and educational program.

Section B - Annual Business Meeting - The Association shall hold an Annual Business Meeting, with as many sessions as may be required, in conjunction with the Annual Meeting.

Section C - Board of Governors Meeting - The Board of Governors shall hold no fewer than one meeting in each Association Year.  One meeting of the Board shall be held in conjunction with the Annual Meeting of the Association.

Section D - Scheduling - Meetings of the Association may be called by the President, or upon written request from a quorum of the voting members of the Association.  With the consent of a quorum of the Board of Governors the President may call Special Meetings of the Board of Governors.

Section E - Quorums - A quorum of the Association shall consist of twenty five per cent of its voting membership.  A quorum of the Board of Governors shall consist of five of its members.  A quorum of any committee or other officially constituted group shall consist of a majority of its members.  No official actions may be taken by the Association at large, by the Board of Governors, or by any other officially constituted groups unless the appropriate quorum is present, in person or by proxy, at the time of the voting.

Section F - Notification - Each Annual Meeting, Annual Business Meeting, or other general meetings of the Association shall be officially announced to the membership no less than sixty days prior to calling the meeting to order.  Each special meeting of the Board of Governors shall be officially announced to each member of the Board no less than fifteen days prior to calling the meeting to order except in cases of emergencies or by consent of all members of the Board.  Announcements shall be given by written notice.

Section G - Rules of Order - Meetings of the Association shall be conducted in accordance with Robert's Rules of Order, except as otherwise provided for by the Constitution and Bylaws of the Association.

Section H - Records of Proceedings - The Board of Governors shall institute and maintain adequate records of proceedings in the form of minutes and standing rules.  Motions of record shall be indexed for reference and available for responsible study.  Each duly constituted standing committee shall establish and maintain a procedural guide on a perpetual basis as well as an adequate record of its current proceedings.

Section I - In times of national emergency the Board of Governors is empowered to cancel meetings of the Association.

ARTICLE III - Members

Section A - Application and Selection - Application for membership shall be made on the form provided for the purpose and submitted to the Chairman of the Membership Committee who will notify the Board of Governors that the application is in process.  The Membership Committee shall determine whether the applicant meets the requirements for the class of individual membership for which application has been made.  The Membership Chairman shall advise the applicant of the Committee's decision and if accepted, provide information regarding payment of dues.  No applicant may be admitted to Active Member status unless employed by a Sponsor.

Section B - Resignation - Any member may resign from the Association provided that notice to that effect is sent to the Secretary of the Association.  Resigning members must discharge all monetary obligations to the Association including arrears in dues, and return to the proper custodians all properties of the Association, including records and correspondence, which they may have in their possession.

Section C - Delinquency - Any member subject to payment of fixed annual dues who fails to pay such dues by the end of the third quarter of the Association year shall be delinquent and ineligible to enjoy the privileges of the class of membership applicable.  Delinquent members who fail to pay their dues by the end of the Association year shall, after receiving two notices of delinquency, have their names removed from the  membership roll of the Association.

Section D - Reinstatement - Any former member of the Association whose name has been removed from the membership roll because of failure to pay dues may be reinstated with full privileges if membership criteria are met.

Section E - Loss of Status - Any Active Member who by virtue of change in employment status no longer qualifies for Active Member status may request reclassification to Associate Member status.

Section F - If a Sponsor has several distinct academic units with independent biomedical communications facilities directed by different individuals, then each of these individuals is eligible to apply for membership.  The Membership Committee will process applications and will make recommendations to the Board of Directors, who will confer membership.

ARTICLE IV- Nominations, Election of Officers, and Directors

Section A- Nominations

Paragraph 1 - Nominations Committee - The Nominations Committee shall supervise the nominations procedure and election of all officers and Directors of the Association.

Paragraph 2 - Nominations Procedure - Sixty days prior to the Annual Meeting the roster of Active Members shall be mailed to all voting members along with a nominating ballot.  Voting members will nominate members for President Elect and other offices, which will be vacant.  Simultaneously, Voting Members shall be sent a roster of combined Active and Associate Members with a nominating ballot. In this manner, Active Members only will be qualified to be nominated and to run for vacant offices. Both Active and Associate Members will be qualified to be nominated and to run for vacant at-large Director positions.  The Nominations Committee shall count the nominations, select as nominees for each position to be filled the two persons receiving the greatest number of nominations, notify successful nominees, and determine their availability to serve.  If a nominee is not available, the person receiving the next lower number of nominating votes will be chosen as nominee. 

Section B - Official Ballot - The Nominations Committee shall prepare an Official Ballot upon which shall appear the names of all properly nominated candidates for each office.  A copy of the Official Ballot shall be sent to each eligible voting member of the Association at least one month and one week before the Annual Business Meeting to be returned and tabulated prior to the start of the Annual Meeting.

Section C - Voting

Paragraph 1 - Eligibility -Members in all categories of membership, except Emeritus and Honorary Members, have the right to vote in any election of the Association.

Paragraph 2 - Manner - Voting shall be secret, and completed Official Ballots shall be deposited with the Secretary.  Where voting results in a tie for any office, there shall be successive secret balloting, by the eligible Members of the Association present at the Business Meeting during which the election is held, until the tie is broken.  The first balloting to produce the required number of votes to elect a properly nominated candidate to each office on the Official Ballot shall be the final balloting for that office.

Paragraph 3 - Validation and Count - The Nominations Committee shall arrange for all Official Ballots to be sent to the Association Secretary prior to the Association Annual Meeting. The Association Secretary shall tally the votes for each election and inform the Chair of the Nominations Committee prior to the start of the Association’s Annual Meeting. The Nominations Committee shall inform all nominees of the election outcomes prior to the start of the Annual Meeting so that newly elected members of the Board of Governors may adjust their travel plans as necessary. The Association Secretary shall bring all valid Official Ballots to the first business meeting of the Board of Governors. At that meeting, the President shall publicly appoint and instruct no less than three tellers (none of whom may be officers or nominees) to validate the vote count. The tellers shall make an official count of all validated votes cast for each candidate for each office prior to the Association Business Meeting and public announcement of new Officers and Directors.

Section D - Election - The candidate receiving the largest number of votes for each office shall be elected.  Newly elected officers and Directors shall assume the duties and responsibilities of their offices at the close of the Annual Business Meeting.

Section E - Vacancies and Succession to Office - Should the President vacate his or her office prior to the normal expiration of his or her term, the President Elect shall become President for the unexpired term.

Section F - Removal from Office - Upon receipt of a fully documented, written complaint, the Board of Governors may cause removal of any of its members from office.  Such removal shall require one less than the unanimous consent of the Board. The Board member subject to removal may participate in the proceedings.

ARTICLE V - Duties and Privileges

Section A - President - The President shall be the chief executive officer and shall preside at all meetings of the Association and the Board of Governors.  The President shall be ex officio a member of every committee, and shall have the powers and privileges which usually appertain to such office except those specifically reserved by the Constitution to other officers.

Section B - President Elect - The President Elect shall serve in the absence or temporary disability of the President and shall discharge those functions pertinent to the immediate situation in place of the President.  The President Elect shall succeed to the office of President at the Annual Business Meeting upon the announcement of a new President Elect.

Section C - Secretary - The Secretary shall be responsible for the proper recording of all proceedings and transactions of the Association, for the maintenance of a complete, current roster of the members of the Association, for the collation, safekeeping and appropriate distribution of all reports of its functionaries and committees.  The Secretary shall serve as a member, but not as Chairperson, of the Membership Committee.

Section D - Treasurer - The Treasurer shall be responsible for the receipt, safekeeping, disbursement and accounting of its funds and real properties.  The Board shall audit the Association financial records yearly.

ARTICLE VI - Committees

Section A - Nominations Committee - The Nominations Committee shall consist of four Active Members of the Association appointed by the President with approval of the Board.

Section B - Membership Committee - The Membership Committee shall determine the eligibility of applicants for membership in the Organization and make its recommendations to the Board of Governors for action.  It shall consist of four Active Members of the Association and the Association Secretary.  The President, with the approval of the Board, shall appoint the chairperson and members of the committee.  The Secretary of the Association may not be the Chairperson.

Section C - Program Committee -The Program Committee shall be responsible for the preparation and completion of the scientific and educational program for the Annual Meeting.  The Chairperson shall be appointed by the President.  The size of the committee shall be at the discretion of the President.  The term of office shall be as needed for the preparation of a specific Annual Meeting Program.

ARTICLE VII-Amendments

Section A-These Bylaws may be amended or otherwise altered by two thirds of the votes cast by the Voting Members at an Annual Business Meeting of the Association provided that such proposed amendment or alteration has been before the Association for at least twenty four hours and that a quorum is present for the vote, or by mail, in which case 30 days shall be required between mailing and the voting deadline. 

ARTICLE VIII-Miscellaneous

Section A-Principal Office-The principal office of the Association shall be located at the Duke University Medical Center, Durham, North Carolina.

Section B-Registered Office-The registered office of the Association required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. 

Section C- Other offices-The Association may have offices at such places, either within or without the State of North Carolina, as the Board of Governors may from time to time determine or as the affairs of the Association may require.

Section D-Contracts-The Board of Governors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the Association, and such authority may be general or confined to specific instances.

Section E-Loans-No loans to or from the Association shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of Governors.  Such authority may be general or confined to specific instances.

Section F-Checks and Drafts-All checks, drafts or other orders for the payment of money issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall be determined by resolution of the Board of Governors.

Section G-Deposits-All funds of the Association not otherwise employed shall be deposited to the credit of the Association in such depositories, as the Board of Governors shall direct.