The Society of Behavioral Medicine, Inc.
NAME AND FISCAL YEAR
The name of this organization is the “Society of Behavioral Medicine, Inc.” The Fiscal Year shall be January 1 through December 31.
DEFINITION, MISSION STATEMENT, AND DISSOLUTION
Section 1. Definition: Behavioral Medicine is the interdisciplinary field concerned with the development and integration of behavioral, psychosocial, and biomedical science knowledge and techniques relevant to the understanding of health and illness, and the application of this knowledge and these techniques to prevention, diagnosis, treatment and rehabilitation.
Section 2. Mission Statement: The Society is a multidisciplinary organization of clinicians, educators and scientists dedicated to promoting the study of the interactions of behavior with biology and the environment, and the application of that knowledge to improve the health and well-being of individuals, families, communities and populations.
Section 3. Dissolution: If the Society should be dissolved, the Executive Committee shall, after paying or making provision for the payment of all of the liabilities of the Society, distribute the remaining assets of the Society to one or more organizations operating for exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of any future tax code), and/or to the Federal Government, or to any state or local government, for a public purpose. Any such assets not so distributed shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Society is then located, exclusively to such organization or organizations as said Court shall determine, which operate exclusively for exempt purposes under Section 501(c)(3), and/or for public purposes.
The rules contained in the current edition of The Standard Code of Parliamentary Procedure, Revised and Updated, by Alice Sturgis shall govern the Society of Behavioral Medicine in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Society of Behavioral Medicine may adopt.
Section 1: There shall be seven categories of membership: Full, Student in Training, Transitional, Associate, Fellow, Affiliate and Emeritus. Membership of any category in the Society shall be a privilege and not a right.
(a) Full Member status confers the privileges of voting and holding office. The requirements include holding a terminal degree, professional rank or experience, or meeting certification or licensing requirements for independent practice in a field related to behavioral medicine.
(b) Student-In-Training Member status is reserved for those who are enrolled in a full-time training program in a field relevant to the aims of the Society. To maintain membership, students/trainees are required to submit verification of full-time student or post-doctoral training status each year with their membership renewal form. Students/Trainees pay a reduced fee and do not have the right to vote or hold office.
(c) Transitional Member status offers the same privileges and member benefits as Full membership, but at a discounted rate. Transitional membership provides a discount to recent graduates who are in the early stages (first two years) of their careers. The Transitional rate is available for two consecutive membership years with a graduated increase in membership fee from Transitional Year 1 to Transitional Year 2 and has the same requirements as Full membership.
(d) Associate Member status is for individuals who agree with the purposes and objectives of the organization as set forth in ARTICLE II (Definition, Mission Statement, Goals), but who do not meet the requirements for Full membership. Associate members do not have the right to vote or hold office.
(e) Fellow status is a distinction conferred by the Society on full members in recognition of outstanding contributions to the advancement of the science and practice of behavioral medicine. Among the considerations for this distinction are academic, professional, clinical, legislative, or other meritorious accomplishments. Consideration for the status of Fellow is at the initiative of the Awards Committee subject to approval by the Board of Directors. Fellows retain all privileges and benefits of Full Membership.
(f) Affiliate Member status is conferred on non-individuals (e.g., organizations, corporations, educational institutions). Membership in this category is determined by majority vote of the Board of Directors. Representatives of entities within this category are not entitled to vote or to hold office. While affiliate members are considered valuable supporters of the society and its functions, membership does not imply endorsement by the society of any products or activities.
(g) Emeritus Member status is conferred to a member who has reached the age of 70, is retired, and has had at least eight years of active membership. Such status is granted by sending a request to the secretary-treasurer to be advanced to emeritus membership. Emeritus Members retain all privileges and benefits of full membership, but at a discounted rate.
Section 2: Revocation of Membership: Any member may be suspended for a period of time or expelled from the Society for causes including, but not limited to, violation of any of the bylaws or rules of the organization, or for public conduct prejudicial to the best interests of the Society. Specific causes for expulsion shall include, but shall not be limited to, the following:
(a) Representation of membership in the Society as certification for professional activity,
(b) Evidence of misrepresentation of information on the application form,
(c) Proof of scientific or professional misconduct or conviction for a felony.
Suspension or expulsion shall require a two-thirds vote of the members of the Board of Directors. A specific statement of charges shall be sent by certified mail to the last known address of the member so charged, at least 15 days prior to the action of the Board. The statement shall also include a notice of the time and place where the Board will meet to consider the charge, so that the accused member has the opportunity to prepare a defense and refute the charge if he or she so desires.
Section 3: Dues and Audit: Dues shall be assigned annually according to type of membership. A portion of the dues may be assigned to pay for publications of or provided by the Society. Any changes in the amount of dues are to be approved by the Board of Directors.
An audit of the Society's financial status shall be performed yearly and the results of this audit shall be presented by the Secretary-Treasurer to the membership during the subsequent annual business meeting.
MEETINGS OF MEMBERS AND VOTING
Section 1: Annual Member Meeting: An annual meeting of the members of the Society shall be held at such date, time and place (either within or outside the state of New York) as shall be determined by the Board of Directors. An annual business meeting of the members shall also be conducted each year at which shall be conducted any matters not required to be conducted at the annual meeting of members and such annual business meeting may be held either during or otherwise in conjunction with the annual meeting of members, or at a different date, time, and place as determined by the Board of Directors. For purposes of clarity, the Board of Directors may determine that an annual meeting of members or an annual business meeting of members shall be held solely by means of electronic communication, the platform/service of which shall be the place of the meeting for purposes of this Section. The lesser of one hundred (100) members entitled to vote or one-tenth (1/10) of the total number of members entitled to vote, whether in person or by proxy, shall constitute the quorum necessary for transaction of the business by the members of the Corporation. Except as otherwise provided in these Bylaws or under applicable law, a majority of the number of votes cast by members entitled to vote at a meeting at which a quorum is present shall constitute action of the members of the Corporation.
Section 2. Special meetings: of the Society may be called by the Board of Directors at any time. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called, and at such meeting, any such business may be transacted which is related to the purpose or purposes set forth in the notice.
Section 3. Nomination of Officers: The Leadership Identification and Inclusion Committee shall invite suggestions from the voting membership for nominations for those offices that are vacant or are about to expire, allowing at least thirty (30) days for such suggestions. The Leadership Identification and Inclusion Committee shall place on the slate for election of officers the name of the qualified candidate receiving the largest number of nominations by the membership. In addition, the Leadership Identification and Inclusion Committee may add to such slate additional member-suggested names or names of candidates of its own choice. The Leadership Identification and Inclusion Committee shall strive to maintain balanced professional representation among SBM's officers including a balance among the professional groups and disciplines whose diversity is a major strength of the Society. At least thirty (30) days prior to the annual meeting of members for any year, the Leadership Identification and Inclusion Committee shall release to the voting membership the slate for the election of officers with no fewer than two (2) candidates for each office. Voting and counting of votes for election of officers shall be by the Hare system. As used here, the Hare System will be based on members ranking the candidates for each office for which there are more than two candidates. If a candidate wins more than half of the 1st-place votes, that person shall be declared elected. If not, the candidate with the fewest 1st-place votes shall be removed and the second place votes of those who voted for that person shall be assigned to the remaining candidates. This shall be repeated until one candidate receives more than half of the votes.
Section 1. Election: The President, President-Elect, Immediate Past-President Secretary-Treasurer, and three (3) Member Delegates shall be elected by the eligible voting members.
Section 2. Terms of Office: The President, President-Elect and Immediate Past-President shall serve a one-year term for each office, or a total of three (3) years for all three offices. The Secretary-Treasurer and three Member Delegates shall each serve a term of three (3) years.
Section 3. Qualification for Office: Any Full member, Transitional member, Fellow of the Society, and Emeritus member whose membership is current shall be eligible for nomination and election to any elective office.
Section 4. Vacancies: If the office of President-Elect becomes vacant a special election will be held and the successful candidate will be installed as President or President-Elect as the case may be, within three (3) months of when the vacancy occurred. If the office of Secretary-Treasurer becomes vacant with more than one (1) year remaining in the term of office, a special election will be held and the successful candidate will be installed as Secretary-Treasurer within three (3) months of when the vacancy occurred to serve the remainder of the term. If the office of Secretary-Treasurer becomes vacant with less than one (1) year remaining in the term of office, the Board may appoint a Full member, transitional member, emeritus member, or Fellow of the Society to fill the position for the balance of the term.
Section 5. Duties of Officers: The duties of officers will be as herein after specified or as otherwise provided by law.
Section 6. President: The President shall preside at and schedule meetings of the Board, the annual meeting of the Society, and any special meetings that may be called. The President shall prepare the agendas for said meetings. The President shall not hold any other position on the Board while in office. The President shall be responsible in all matters, stated or implied that are related to the welfare, stature, and proper operation of the Society. The President shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board.
Section 7. President-Elect: In the President's absence at any meeting except the annual Board meeting, the President-Elect shall be chairperson. In case of the absence, disability, or resignation of the President, the President-Elect shall perform the duties of the President. The President-Elect shall make nominations for approval by the Board for any appointive position which must be filled except as otherwise stated. The President-Elect shall work as closely as possible with the President on all executive matters.
Section 8. Immediate Past-President: The Immediate Past-President shall preside at the annual Board meeting in the absence of the President, and at all meetings in the absence of both the President and President-Elect.
Section 9. Secretary-Treasurer: The Secretary-Treasurer shall keep minutes of all meetings of the Board and of the membership of the Society; shall review the minutes recorded by the Executive Director for accuracy and completeness prior to distribution to the Executive Committee and/or membership; shall see that all notices are duly given in accordance with the provisions of law and the Bylaws; shall keep the membership records of the Society and be custodian of all contracts, assignments and other legal documents and records. In addition he/she shall serve as Chair of the Finance Committee and fulfill that role as specified in Section 1. (b) of these Bylaws. He/she shall be in charge of and be responsible for all funds, securities, receipts and authorized disbursements of the Society; shall deposit or cause to be deposited, in the name of the Society, all money or other valuable effects in such banks or other depositories as shall from time to time be selected by the Board; shall render to the President and to the Board, whenever requested, an account of the financial condition of the Society; and shall in any event report annually to the Board and membership; and shall submit financial statements certified by any group of individuals chosen by the Board. In general, the Secretary-Treasurer shall perform all the duties incident to the offices of Secretary and Treasurer of a corporation and may, in the execution of the powers granted, delegate authority and responsibility to the Executive Director.
More specifically, the Secretary-Treasurer ensures that the SBM minutes are properly recorded and written (by the Executive Director) to include the time and place of the meeting, the names of those present and accurate reporting of meeting activities and motions. The minutes are drafted by the Executive Director and are sent to the Secretary-Treasurer for review and approval. After revision, the Secretary-Treasurer signs the minutes and they are distributed to the Board.
Section 10. Member Delegates: Member Delegates are charged with representing the broad-based interests of the membership and other interests as delegated by the President with consideration to the Member Delegates skills and abilities and areas of expertise.
BOARD OF DIRECTORS
Section 1. Functions: The governing body of the Society shall be the Board of Directors, herein called the Board. The Board shall have supervision, control and direction of the affairs of the Society, its Councils, Committees, and publications; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate authority and responsibility to the Executive Committee and/or the Executive Director.
Section 2. Composition of Board: Except for the initial Board set forth in the Certificate of Incorporation of the Society, the Board shall be comprised of the following voting Members: President, Immediate Past-President, President-Elect, Secretary-Treasurer, three (3) elected Member Delegates, and Chairs of the six (6) Councils: Advocacy Council, Development Council, Membership Council, Professional Advancement Council, Publications Council, and Scientific Education Council. The Council Chairs shall be responsible to the Board for actions taken, statements made, or reports issued in the name of the Society by the Councils and/or committees under their jurisdiction. A Board Member may not concurrently hold more than one position on the Board. If a Chair of one of the Councils is elected to another office, the President-Elect shall, with the approval of the Board, appoint a member to complete that Chair's term of office. In no event shall any member of the Board be allowed more than one vote.
Section 3. Removal: Failure by any Board Member to attend two consecutive Board meetings without just cause may be grounds for removal from office and from the Board by a two-thirds vote of the Board.
Section 4. Meetings: Meetings of the Board shall be held no less than two (2) times during each administrative year at such time and at such place as the Board may prescribe. Other meetings of the Board may be called by the President or at the request of any Board Members by notice mailed, delivered, or e-mailed to each member of the Board, not less than one week before the meeting is held. The President may invite other persons to attend any Board meeting ex-officio. Attendance by a majority of the Board Members shall constitute a quorum. Action taken with the consent of a majority of Board Members participating in a meeting at which a quorum is present shall constitute a valid action of the Board. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereof by the members of the Board shall be filed with the minutes of the proceedings of the Board. Any one or more members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment 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.
Section 5. Executive Committee: The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws, pursuant to delegation of authority to such Executive Committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board.
The Executive Committee shall consist of the following voting members of the Board of Directors: President, President-Elect, Immediate Past-President, Secretary-Treasurer and member delegates.
The President shall call such meetings of the Executive Committee as the business of the Society may require, or a meeting shall be called by the President at the request of two (2) members of the Executive Committee.
Section 6. Compensation: No officer, or member of the Board of Directors of the Society may receive a fee for any services rendered to the Society except for situations expressly approved by the full Board of Directors. Additionally, Board Members may receive reimbursement for expenses incurred by attending meetings.
The Board of Directors will set policies for creating and dissolving councils, to function on behalf of the Board with respect to matters of interest to the Society. Councils constituted by any other means shall not be recognized as representing the Society. Each council will have no fewer than five members. One member will be appointed Chairperson by the President-Elect and approved by a majority vote of the Board of Directors. The President-Elect shall maintain balanced professional representation of the Board by appointing council chairs representing diverse disciplines in the behavioral and biomedical fields. All Council chairs and council members must be members of the Society in good standing. The council chair will be responsible to appoint members to their council with final approval by the Board. The council chair and council members will serve a three-year term.
Section 1. The six (6) Councils are:
(a) Advocacy Council: This council is responsible for advancing the Society’s health policy priorities.
(b) Development Council: This council is responsible for Society fundraising and other financial support.
(c) Membership Council: This council is responsible for building and maintaining a multi-disciplinary membership of diverse behavioral medicine professionals. This council is responsible for the evaluation of applications for Society membership and the establishment of appropriate criteria for membership.
(d) Professional Advancement Council: This council is responsible for supporting members’ careers over their life course, via trainings, programs, networking, mentoring, and other opportunities such as leadership roles and award recognition.
(e) Publications Council: This council is responsible for disseminating the highest quality scientific information and literature to members, non-member health professionals, and the general public.
(f) Scientific Education Council: This council is responsible for supporting members’ scientific pursuits, via scientific education, trainings, and events, including the Society’s annual meeting
The Board of Directors may from time to time establish or dissolve committees, to function on behalf of the Board with respect to matters of interest to the Society. One member will be appointed Chairperson by the President-Elect and approved by a majority vote of the Board of Directors. The President-Elect shall maintain balanced professional representation of the Board by appointing committee chairs representing diverse disciplines in the behavioral and biomedical fields. All committee chairs and committee members must be members of the Society in good standing. The committee chair will be responsible to appoint members to their committee with final approval by the Board. The committee chair and committee members will serve a three-year term.
Section 1. There will be two (2) standing committees:
(a) Leadership Identification and Inclusion Committee: The Leadership Identification and Inclusion committee shall solicit and review candidate nominations for elections of Society Board of Directors’ officers, in accordance with SBM’s Bylaws and Policies. This committee shall ensure the Society has a full slate of candidates for elections, while considering the diversity of the Society’s membership. The Immediate Past-President with the approval of the Board shall appoint a Leadership Identification and Inclusion Committee which reflects the multidisciplinary composition of the voting membership. The committee shall consist of seven (7) voting Members. The chair for this committee should be the Immediate Past President. In the event the Immediate Past President is not available, the President shall appoint another officer to serve as chair.
(b) Audit Committee: The Audit Committee shall receive, review, and recommend approval of the annual audit report from the auditors and ensure that the full Board and the staff are aware of and responsive to any issues raised by the auditors. The Audit Committee shall consist of three (3) full members. When the Audit Committee is initially formed, the President-Elect, with approval of the Board, shall name three (3) former Board members to the Committee, one appointed for a three-year term, a second member appointed for a two-year term, and a third member to be appointed for a one-year term. The President-Elect, with approval of the Board, shall name the first Chair who can be any one of the initial three members. In subsequent years, the President-Elect, with Board approval, shall appoint members, as needed, as well as the Chair.
The Board has the right to appoint positions for all Society publications.
These Bylaws may be amended, repealed, or altered in whole or in part. Amendments to the Bylaws may be proposed to the membership by the Board or may originate from a committee or the membership. In the latter case, they must be proposed in writing to the Board by five (5) of the Society’s voting members in good standing. The proposed amendment must be approved by a two thirds (2/3) vote of the voting members at a meeting at which a quorum is present as described in Section 1, above, in order for the amendment to be adopted. The results of the vote on a proposed amendment will be announced to the membership. The Secretary-Treasurer will be responsible for assuring compliance with the above procedures. A bylaw amendment may not contradict the Articles of Incorporation.
LIAISON TO OTHER PROFESSIONAL GROUPS
Liaison to other professional groups will be established by the President or designee.
There shall be no discrimination on the basis of color, race, religion, creed, national origin, age, gender, sexual orientation, marital status, physical handicap or physical appearance in decisions concerning eligibility for membership, committee assignments or office or concerning employment, transfers or promotions of any staff, or concerning any other business or activity of the Society.
CONFLICTS OF INTEREST
No Officer, Board member, council or committee member shall vote on any matter that would involve him/her in a conflict of interest. A vote as to whether an actual conflict of interest exists shall be decided by a majority of votes of the body involved in the matter, but excluding the vote of the individual who is deemed to have a potential conflict of interest in the issue.
Whenever an Officer, Board, council or committee member has cause to believe that a matter to be voted on would involve him/herself in a conflict or possible conflict of interest, he or she shall announce the conflict or possible conflict of interest and shall abstain from voting and absent himself/herself during the discussion of the matter.
Any other member of the Board, council, committee or membership may raise a question of conflict of interest or possible conflict of interest with respect to any officer, council or committee member present. The question of whether an actual conflict of interest exists shall be decided by a majority vote of the body involved in the matter. Decisions of committees on conflicts of interest are subject to review by the Board and shall be noted for permanent record.
The Society shall, to the fullest extent now or hereafter permitted by law, indemnify its Officers, Board Members, employees and volunteers and their respective heirs and personal representatives against judgments, fines, amounts paid in settlement and reasonable expenses and costs, including attorneys’ fees, incurred in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, or in connection with any appeal therein, asserted against the Officer, Board Member, employee or volunteer by court action, or otherwise, by reason of the fact that such person was an Officer, Board Member, employee or volunteer of the Society and acting in good-faith for a purpose which such person reasonably believed to be in the best interest of the Society, and was not unlawful, unethical or immoral. Expenses so incurred by any persons in defending any such action, suit or proceeding shall likewise at their request be paid by the Society in advance of the final disposition of the action, suit or proceeding to the full extent that advancement of expenses may be permitted by applicable law. In order to assure adequate indemnification, the Society may purchase and maintain appropriate Directors and Officers (“D & O”) liability insurance coverage.
SUPPORT BY SOCIETY
The Society, its individual members, and/or its committees may lend consultative support or otherwise contribute to the educational programs of other organizations and institutions at any time. Such support, however, shall not necessarily include the lending of the Society's name to that endeavor.
USE OF THE SOCIETY’S NAME AND CO-SPONSORSHIP
The use of the Society's name shall constitute co-sponsorship; this requires prior approval of the Executive Committee.
POLICIES, PROCEDURES, CODE OF ETHICS: ENFORCEMENT
The Board of Directors or designated committee of the Board, by resolution, shall adopt such rules, regulations, policies and procedures as it may deem necessary and appropriate to the operation of the Society, including, but not limited to, a Conflicts of Interest Policy, a Code of Ethics and policies and procedures to enforce any and all of the foregoing, which shall be binding upon all members, officers, Board Members, and awardees of the Society; provided, however, that no rule, regulations, policy or procedure may be adopted by the Corporation that is contrary to these Bylaws and applicable law as may be amended from time to time.
Any written notices under the Bylaws can be delivered in any electronic form.