Proposed Bylaws of the Southwest Lipid Association

"A Chapter of the National Lipid Association"

Adopted July 9, 2004

Chapter 1. Definitions

1.1 Definitions. As used in these Bylaws, the expression "SWLA" shall mean the Southwest Lipid Association. The term "NLA" shall mean "National Lipid Association"

1.2 Designation of Chapter: The SWLA is a subsidiary and granted Chapter status by the NLA. The bylaws of the NLA supercede and take precedence over any matters pertaining to these bylaws that are found to be contradictory.

Chapter 2. Membership

2.1 Application for membership. Any appropriately credentialed health professional that is engaged in the treatment of patients with lipid disorders or involved in research or educational activities relating to lipid disorders is eligible to apply for membership; A willful and material misstatement by the applicant or group shall be cause for rejecting the application. Application is made to the National Lipid Association. The National Lipid Association's bylaws shall govern all matters of membership.

2.2 Assignment to Chapter: All National Lipid Association members residing in the geographical confines of the SWLA shall automatically be deemed as being SWLA chapter members.

Chapter 3. Chapter Business Meetings.

3.1 Place of Meeting. All meetings of the members of the SWLA shall be held at such place as designated by the Board of Directors and stated in the notice of the meeting.

3.2 Business Meeting. A Business Meeting of the members of the SWLA shall be held on a date to be determined by the Board of Directors at such time to coincide with expiration of terms for officers and Board members. ,Additional business items may be brought by the membership but must be presented to the SWLA business office at a minimum of sixty (60) days in advance. If for any reason a Business Meeting is not held, the Secretary shall conduct a mail ballot election of the Officers and Board of Directors as necessary, and other pending business of the SWLA.

3.3 Special Meetings. At any time the President, Board of Directors, or twenty (20) voting members, by written request, may petition the Board of Directors for consideration to convene a special business meeting of the members of the SWLA.

3.4 Notice of Meetings. Notice is given if delivered in person, by telephone, mail, fax, telegram, or listed in the official SWLA or affiliate publication or website at least thirty (30) days prior to the meeting. The agenda, as prepared by the Board of Directors, shall be presented. If mailed, such notice shall be deemed to have been delivered when deposited in the United States Mail, addressed to the member at the address then appearing on the records of the SWLA.

3.5 Quorum. At least one third of the Board of Directors and twenty (20) active members of the SWLA shall constitute a quorum at the Business Meeting prior to conduct of SWLA business.

Chapter 4. Officers

4.1 Officers. The Officers of the SWLA shall be a President, President-Elect, Immediate Past President, Secretary and Treasurer. The Officers shall be considered members of the Executive Committee as prescribed in Chapter (6.1).

4.2 Election of Officers. (a) The President, President-Elect, Secretary and Treasurer are elected for a term of two (2) years, or until successors are elected, by a majority vote of the members present at the Business Meeting. Following the Nominating Committee's report, nominations for Officers may also be made from the floor of the Annual Meeting provided that a petition, signed by at least ten (10) active members in support of each nominee, has been received by the Board of Directors at least thirty (30) days prior to the Business Meeting.

(b) All officers shall immediately assume their respective offices and the President-Elect shall automatically succeed to President at the end of the Business Meeting.

4.3 Vacancies. (a) If the President becomes unable to perform the duties of the office, the President-Elect shall serve as President until either the President can resume such duties or until the next business meeting.

(b) If the office of the Secretary or Treasurer shall become vacant, a member of the SWLA shall be elected by a majority of the Board of Directors to serve until the next Business Meeting.

4.4 President. The President shall preside at all meetings of the Board of Directors and at all meetings of the members and shall see that all orders and resolutions of the members and the Board of Directors are carried into effect.

4.5 President-Elect. The President-Elect shall, in the absence or disability of the President, perform the duties of the President and shall also perform such duties as the Board of Directors may prescribe.

4.6 Immediate Past President. The Immediate Past President shall perform such duties as the President or Board of Directors may prescribe.

4.7 Secretary. The Secretary shall: (1) Notify all members in advance of all SWLA member business meetings; (2) Keep an official record of proceedings of all Business Meetings and meetings of the Board of Directors including votes of members regarding SWLA actions, policy and elections, and; (3) Otherwise perform the duties expected of the Secretary.

4.8 Treasurer. The Treasurer shall: (1) Oversee the collection and retention of all funds due or accepted by the SWLA; (2) Expend the funds under the direction of the Board of Directors; (3) Submit to Directors an annual budget and financial report; (4) Arrange for an audit of the financial records when necessary and; (5) Otherwise perform the duties expected of the Treasurer.

4.9 Removal of Officers. With the exception of resignation or end of term, an officer can only be removed from the designated appointment with the consent of 2/3-majority the Board of Directors.

Chapter 5. Board of Directors

5.1 Election of the Board of Directors. (a) The Board of Directors shall consist of a maximum of 29 members including the President, President-Elect, Secretary and Treasurer, Immediate Past President, and general board members.

(b) Excluding the Officers, valid nominations for at large positions on the Board shall include the recommendations of the Nominating Committee and nominations from the floor of the Business Meeting, provided that a petition signed by ten (10) members in support of each floor nominee has been submitted to the Board of Directors at least thirty (30) days prior to the annual meeting.

(c) Board members shall serve for terms of up to four (4) years. No director shall serve more than two (2) full terms or more than eight (8) years in sequence, if first elected or appointed to complete an unexpired term. If elected as an officer, the Board member shall retain the right to serve two full terms in addition to his/her time served as an officer and if so nominated.

(d) The term of approximately one third of the directors will expire on a designated election year.

5.2 Vacancies. If a vacancy occurs among the directors, a member of the SWLA may be appointed as necessary by the President, with the approval of the majority of the Board of Directors, to serve until the next Business Meeting. A member of SWLA shall be elected at the next Business Meeting in accordance with Chapter 5.1, to complete the unexpired term.

5.3 Duties. (a) The Board of Directors shall administer the affairs of the SWLA during intervals between Business Meetings, subject to the general policies established by the Board of Directors. The Executive Committee shall administer affairs between Board Meetings but must report its actions to the Board of Directors on a regular basis.

(b) The most recent policy actions shall be deemed to supersede contradictory past actions. In the absence of a specifically applicable current statement of policy, the Board of Directors shall determine what it considers being the position of the SWLA based upon the tenor of past and current actions that may be related in subject matter. Such determinations shall be considered to be the SWLA policy until modified, approved or rescinded at the next business or special meeting of the SWLA. In all cases NLA policy shall supercede or prevail in any conflicting circumstance.

5.4 Board Meetings. (a) Regular meetings of the Board of Directors shall be held at such time and place as the Board shall determine. Notice of each regular meeting shall be given at least ten (10) days before each such meeting.

(b) Special meetings of the Board of Directors may be called at any time by the President or at the request of nine (9) members of the Board. Notice shall be given at least seven (7) days before each such meeting. The notice shall specify the general purpose of the business to be transacted at the meeting, but other business may also be transacted. One-third of the members of the Board of Directors shall constitute a quorum.

5.5 Board Actions. The Board is responsible for reporting major actions taken by the Board to the membership, either through its website or other appropriate communication tools.

5.6 Removal of Board Members. For reasons other than resignation or end of Board term, a Board member can only be removed from office with the consent of 2/3 majority of the Board of Directors.

5.7 Executive Director. The NLA Board of Directors shall direct staff to serve in the capacity of the Executive Director for the SWLA and provide for administrative services and office space. The Executive Director shall be directly responsible to the SWLA Board of Directors and serve at its pleasure. The assignment of duties of the Executive Director shall be the responsibility of the SWLA Board of Directors. The SWLA Executive Committee shall provide the Executive Director a written review of which specifically details his/her deficiencies and merits. The goals and objectives of the SWLA shall be clearly defined as part of this review. The NLA office shall be appraised on this review.

5.8 AD Hoc Board Appointments. The President, with the approval of the Executive Committee, may appoint members of the association to serve as non-voting participants on the Board of Directors. Such members shall have a specific purpose to the proceedings and serve for not longer than a term of one-year on the Board.

Chapter 6. Committees

6.1 Executive Committee. An Executive Committee consisting of the President, President-Elect, Immediate Past President, Secretary, Treasurer, and up to three additional members as appointed by the Board, shall act on behalf of the Board of Directors to administer the affairs of the SWLA between meetings of the Board of Directors, subject to the general policies established by the Board of Directors. The Executive Committee shall be responsible for providing a written review of the Executive Directors' performance in accordance with chapter 5.7.

6.2 Nominating Committee. The Nominating Committee shall consist of five (5) members of the SWLA. They are the Immediate Past President, President-Elect and three (3) members of SWLA. The President-Elect will appoint the three members. The chairman shall be the Immediate Past President, unless unavailable, in which case the President shall serve as chairman.

6.3 Standing Committees. The Board shall determine as necessary the establishment or the dissolution of standing committees for the purposes of furthering the mission of the SWLA.

6.4 Ad Hoc Committees. All ad hoc committees and task force(s) shall be established by the President at the direction of, or with the approval of, the Board of Directors. A specific charge and scope of activities, timeframe of existence and budget will be defined for the committee, and determined in writing, at the time of establishment.

Chapter 7. Chapter Affiliation

7.1 Establishment. "SWLA" is a recognized Chapter of the National Lipid Association and shall defer issues of policy related to national issues to the NLA.

7.2 Representation at NLA. Representation of the Chapter to the NLA Board is at the sole discretion of the NLA. The actions of the SWLA Board of Directors and its members do not bind the NLA or other NLA Chapters to any obligation that they do not voluntarily assume.

7.3 Chapter Compliance. SWLA, as a Chapter of the NLA, shall comply with all requirements established by the NLA Bylaws and Board of Directors for recognition. Only one Chapter per region geographic region shall be accepted by the NLA. The regions shall be defined by the NLA Board of Directors. Notwithstanding additional requirements to be determined by the Board of Directors, the SWLA affirms compliance with the following minimum criteria;

The SWLA will:

• Present a mission and maintain these bylaws consistent with the NLA bylaws.
• Provide for an active elected Board of Directors including Officer positions.
• Hold a Business Meeting and to the greatest extent possible, agree to host or co-sponsor NLA education programs and initiatives, including, as appropriate or feasible, the hosting of the NLA Annual Meeting.
• Allow the NLA unrestricted access to all SWLA data as necessary in conjunction with the Chapter and NLA mission.

7.4 Indemnification. The SWLA will abide by local, state and national regulations and laws as they pertain. The NLA shall indemnify SWLA Officers, Board, Staff, and Committees to the extent that the activities are conducted under official business of the NLA or SWLA.

Chapter 8. Financial Policies

8.1 Financial Policies. (a) The fiscal year of the SWLA shall be from January 1 to December 31, inclusive. (b) No member of the SWLA shall have any right, title or interests, legal or equitable, in or to the properties or assets of this SWLA or NLA. (c) The NLA shall maintain all records for the purposes of the SWLA. d) The Executive Director shall be authorized as sole signatory on all budgeted expenditures or non-budgeted expenditures of $5,000 or less. (f) The Executive Director or Treasurer shall prepare an annual budget for the succeeding year and submit the budget to the NLA for funding allocation purposes. The budget shall have final review by the NLA Board of Directors prior to adoption. However, nothing shall bind the NLA to fund all areas specified and funding shall be based on the availability of funds. The process shall be completed prior to the start of the next fiscal year.
(g) The Board may wish to establish other policies pertaining to financial transactions and payments separate to those contained in these bylaws.

Chapter 9. Amendments

9.1 Amendments. These Bylaws may be amended or repealed or new bylaws adopted by the SWLA Board of Directors. No Bylaws shall be amended, repealed, nor any new Bylaws adopted, unless appropriate notice of such proposed action is given to each member at least ninety (90) days prior to being in effect. The Board of Directors will make proposals for changes in bylaws. Alternatively, recommendations from the membership pertaining to changes in the bylaws can be made at any Business Meeting with a requirement that at least twenty (20) members of the SWLA, make such recommendation at least ninety (90) days in advance of the Business Meeting. All proposed bylaws changes shall be approved by the NLA prior to submission to the membership of the SWLA.

Chapter 10. Dissolution

10.1 Dissolution. Under dissolution of the SWLA all considerations and transactions pertaining to the SWLA and its activities revert to the NLA.

Chapter 11. Parliamentary Procedure

11.1 Parliamentary Procedure. Parliamentary procedure not provided for by these Bylaws shall be according to the latest edition of the Robert's Rule of Order.