June, 2004

Newsletters

By-Laws of The North American Chinese
Clinical Chemists Association

1. Abstracted from the Original By-Law filed under “Articles of Incorporation” in 1999
2. Incorporated the approved changes made in year 2000

ARTICLE I - Names and Objectives

SECTION I: Name

The name of this organization is the North American Chinese Clinical Chemists Association (NACCCA) and may heroin be referred to as NACCCA, or the “Association”.

SECTION II: Objectives

A. To establish and maintain a professional organization interested in the development and investigative use of diagnostic chemistry and related technologies in Health Science or Clinical Laboratory Medicine.

B. To improve the standards of Clinical Chemistry and Clinical Laboratory Medicine through education and research. Part of our mission is to advance the highest possible standards in the practice of Clinical Laboratory Medicine as applied to physiology and pathophysiology in the prevention, diagnosis and treatment of diseases.

C. To improve the teaching and application of Clinical Chemistry and other disciplines of Clinical Laboratory Medicine by supporting scientific symposia, workshops, publications and scientific exchange with other organization.

D. To foster regular meetings of the organization for the purpose of increasing knowledge and mutual consultation.

E. To promote cooperation among members working in health care-related institutions, industry and educational organizations for the betterment of diagnostic laboratory medicine within the community.

F. To promote membership, cooperation and the collaboration with other professional organizations such as the American Association for Clinical Chemistry (AACC) to develop and share common interest in our professional goals.

ARTICLE II - Headquarters

The headquarters of the Association shall be as designated by the Board of Directors. Currently it is locate in Cuyahoga County, Ohio, the location where the non-profit organization is being filed. It can be relocated to other locations within the United States as required as the Board of Directors of the Association shall specify.

ARTICLE III - Membership

SECTION I: Members

Members shall be individuals who have an active interest in clinical chemistry, and whose applications are approved by the “Board”.

Joining NACCCA membership is a privilege and is contingent upon continuing compliance with the bylaws and adhering to the high standards of professional ethics and standards of practice.

There are 2 general types of Membership:

(1) Voting Members – Active Members
(2) Non voting Members – Include Non-active Members (annual membership dues not up-to-date), Associate Members, Student Members, and Honorary Members.

SECTION II: Honorary Members

The Association may bestow honorary membership, through action of the “Board”, to individuals who have made significant contribution to the advancement of the Association. Honorary members shall not vote not hold office.

SECTION III: Applications

Candidates for membership shall submit a completed application to the NACCCA Membership Committee Chairman. The application will be reviewed and approved by the “Board”.

ARTICLE IV Fiscal Year

The fiscal year of the Association shall be from the last day of the Annual National Meeting of the American Association for Clinica1 Chemistry, to the day before the last day of the next National Meeting. Currently the fiscal year of this corporation is the same as the calendar year.

ARTICLE V - Due Delinquency and Resignation

SECTION I: Dues

Membership dues are assessed annually by the “Board”, payable at the beginning of the fiscal year.

Honorary members shall not pay dues.

Dues unpaid after 90 days shall cause members to be delinquent and lose the privileges of voting members.

SECTION II: Delinguency

A delinquent member loses its privileges to vote, including other privileges that pertain to an active NACCCA membership.

Payment of dues within the fiscal year shall cause automatic reinstatement of membership.

In case when delinquency extends over one fiscal year, the individual may, upon payment of arrears, apply for re admission to the Association.

SECTION III: Resignation

Any member wishing to withdraw from membership may do so upon notification in writing to the “Board” through the Secretary.

ARTICLE VI - Board of Directors

SECTION I: Qualification

Only members defined in the Article III shall be qualified to be members of the BOARD. They will be nominated by the Nominating Committee and elected by the general membership according the Article IX.

SECTION II: Board Membership

The BOARD shall, consist of a president, president-elect, secretary, treasurer (Officers), membership development, historian, immediate past president and two directors.

SECTION III: Term of Office

Elected members of the BOARD shall, serve for one fiscal year as defined in ARTICLE IV, except the Treasurer, Secretary, Membership Development and Historian shall serve a two year term. The two Directors shall also serve two year terms with one Director elected each year. All members of the BOARD may be re-elected to successive term.

SECTION IV: Duties of the Board

The “Board” shall, subject to the By-Laws or directions given it by majority vote at
any General Meeting properly called and duty constituted, have full control and
management of the affairs of the Association.

The “Board” shall appoint Standing Committees, from time to time, as may be required. The “Board” also appoint other committees as required to conduct the business or implement the objectives of the Association. Fund Raising Committee, Historian Committee, National Meeting Organization Committee are examples.

The Chairman of any Committee shall render to the “Board”, at the request of the “Board”, a written report of the Committee activities. All such reports shall be subject to the approval of the “Board”. A report containing a recommendation shall be the subject of a motion by a member of the “Board”.

SECTION V: Meetings of the Board

The “Board” shall meet at least one (1) time a year at the call of the President.
The President may call a “Board” meeting at any time or place by providing no less than 5 days notice to each “Board” member, either personally or by mail. E-mail notification will be assumed complete if there is no “non-delivery” message returned within 36 hour of sent notices.

A special “Board” meeting may be called on the instruction of any two “Board” members providing they request such a meeting in writing to the President and state the business to be brought before the meeting.

A majority of the Board of Directors attendiong the meeting will constitute a quorum, provided that in no event will a quorum consist of less than one third of the whole Board. The act of a majority of the Board members present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Nonprofit Corporation Law.

SECTION VI: Duties and responsibilities of Officers

President:

The President is the Chief Executive Officer of this Association and will, subject to the control of the Board of Directors, supervise and control the affairs of the Association. The President will perform all duties incident to the office and any other duties that may be required by these regulations or prescribed by the Board of Directors. Specifically, the President:

1. Shall be the President of the Association and Chief Executive Officer.

2. Shall set dates and preside at all meetings of the membership

3 Shall be on an ex-official member of all committees, except the Nominating committee.

4. Shall perform all duties assigned by the “Board”.

President elect:

The President-elect will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The President-elect will perform any other duties that may be prescribed by the Board ofDirectors. This position

1. Is the Vice President of the Association, and shall perform the duty of the President in the event that the President is unable to serve.

2. Shall be designated as the President in the following term.

Secretary:

The Secretary will keep minutes of all meetings of Members and of the Board of Directors, be the custodian of the corporate records, give all notices as are required by law or by these Regulations, and, generally, perform all duties incident to the office of Secretary and any other duties as may be required by law, by the Articles of Incorporation, or by these Regulations, or that may be assigned by the Board of Directors. The Secretary

1. Shall maintain accurate and permanent records of all meetings.

2. Shall send notices to the membership on all scheduled meetings.

3. Shall have charges of correspondence of the Association.

4. Shall serve as the custodian of the official emblems, banners, and materials for special events, programs, and courses.

5. Shall perform, such other duties as ordinarily pertained to that office under the direction or the President and the “Board”.
6. All records will be transferred annually at the end of each fiscal year as defined in ARTICLE IV, to the historian for permanent record keeping.

Treasurer:

1. Shall be responsible for accurate account of receipts, expenditures, disbursement, special funds, and accounts receivable by the Association.

2 Shall be responsible for all payments consistent with office of the Treasurer, and those special items directed by the President and the “Board”.

3. Shall submit an accurate up to date financial statement of the Association at regular meetings of the “Board”.

4. Shall prepare for submission to the Annual General Meeting an audited annual statement of the financial position of the Association.

Immediate-Past President:

The Immediate Past President will chair the Nominating Committee of the Association. The Immediate-Past President will also prvide guidance and advice to the current President. Immediate Past President will remain as part of the Board of Directors for a period of 1 year, but no more than 2 consecutive years.

Other Board of Director Members:

There will be 2 other Board of Director Members. These are appointed or elected position via the same Norminating Committee as stated above. Board members have the responsibility of sharing the decision process on issues that requires a decision made by the Board. These appointed Board members serve 2-year terms, but cannot serve more than 2 consecutive terms.

Membership Development

The Membership Development Committee shall be composed of secretory and other board members. It shall be charged with the responsibilities of promoting the membership of NACCCA. It aims to promote the goal and objective of NACCCA and to inform the board of the Membership Development Committee's activities.

Historian

1. Shall keep and maintain accurate record of the association as transferred annually from the Secretary.

2. Shall keep and maintain updated record of the membership as issued periodically by Membership Development.

3. Shall research, using any reasonable means, on all past Association’s events for archive purposes.

4. Shall maintain and periodically up-date an accurate record of the Association.

ARTICLE VII - Removal from Office and Right to Appeal

Any officer may be removed from office by two third vote of the “Board” at a regular or special “Board” meeting. The president will appoint a member of the “Board” to fill the non-expired term.

The officer removed may appeal his removal within thirty (30) days of the effective date. Such appeal to the “Board” or the membership will be acted upon as a special order of business at the next meeting of the “Board” or membership. A two-thirds vote of the “Board”, or a two thirds vote of the membership shall be needed to reinstate.

ARTICLE VIII - Meetings, Regular and Special Membership

SECTION I: Regular Meetings of The Membership

There shall be at least one (1) general membership meeting per year for the purpose of conduction and transaction of business.

The Annual General Meeting will be held during the Annual National Meeting of the American Association for Clinical Chemistry.

Written notice of the date and time of this meeting, along with any special business shall be provided to all members. The place of the meeting will be posted at the Annual National Meeting of the American Association for Clinical Chemistry.

SECTION II: Special Meeting of the Membership

Such meetings may be called by the President with the approval of the majority of the “Board” or petition of at least ten percent of the voting membership.

SECTION III: Quorum

Twenty (20) voting members in good standing shall constitute a quorum at any regular or special meeting of the membership. The vote of a majority of the votes > Fifty Percent (50%) on any proposal, or in case of By-law amendments, Sixty-Seven Percent (6&%) of voting members entitled to be cast by the Voting Members present or represented by proxy at a meeting at which a quorum is present is necessary for the adoption of any matter voted on by the Voting Members, unless a greater proportion is required by the Nonprofit Corporation Law, the Articles of Incorporation of this Corporation, or any provision of these Regulations.

SECTION IV: Voting by Mail or via a NACCCA Wed-Site

With the approval of the majority of the “Board”, issues may be submitted to the membership for approval by mailed ballots. Starting in the year 2000 or in 2001, votes may be submitted via a web-site currently under development.

SECTION V: Parliamentary Rules

All meeting of the Association will be conducted according to the latest revised Robert’s Rule of Order. Any waiver of same will require two-thirds votes of the membership.

ARTICLE IX Election and Voting

SECTION I:

A. At least six (6) weeks prior to the General Meeting, all members will be mailed an official ballot. These ballots must be received by the Secretary at least two (2) weeks prior to the annual meeting in a sealed envelope. The incumbent President will announce the names of the elected members of the “Board” at the Annual General meeting. The Secretary will record the vote and the names of the new members of the “Board”. The vote shall be decided by the “Board”.

B. If any elected member is unable to take office, the nominee receiving second highest number of votes for the office, will serve in that office.

SECTION II: Nominating Committee

The Immediate Past President shall chair the Committee and shall appoint two additional members who are not already serving on the “Board”. Committee nominations should be sent to The Editor of the NACCCA Newsletter at least eight (8) weeks prior to the Annual General Meeting. Nomination from the membership should be received by the Editor of the NACCCA Newsletter by December 1, or via web-site voting on a similar deadline.

ARTICLE X - Newsletter

The “Board” shall appoint an Editor of the Newsletter.

The Editor shall be responsible to publish at least one (1) issue of the Newsletter in one fiscal year.

ARTICLE XI - Ammendment of By-Laws

Any member of the Association may propose a change in the By-Laws, which will be referred to the president. The “Board” will vote by majority vote or disapprove. If approved by the “Board”, the proposed By-Law changes will be submitted to the membership by mail six (6) weeks prior to a general meeting. The membership will approve the amendment in the general meeting by majority vote. Proxy votes received by the Secretary or via Web-site voting shall be counted.

ARTICLE XII - Termination of Association, Disposition of Records and Funds

In the event that the Association ceases to exist, all minutes, books, and pertinent documents and materials will be donated to the National Archives for their disposition. All funds in the treasury, after payment of all outstanding debts, will be contributed to non-profit scientific organizations, as directed by the “Board”.