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 member of an affiliated organization as recognized by the Board of Directors may apply for membership. A willful and material misstatement by the applicant or group shall be cause for rejecting the application. The applicant may also be elected to membership for expulsion.

2.2 Active Membership. The qualifications for admission to active membership in the NLA shall require that the applicant be qualified under Section 2.1 and be engaged in the treatment of patients with, or involved in research or educational activities relating to, lipid disorders. Each active member shall have the right to a single vote. Individuals may hold office, be a director, and serve on committees so long as the member remains in good standing. Active members shall pay dues and assessments and remain in current payment standing to retain such membership.

2.3 Associate Membership. The qualifications for admission to associate membership in NLA shall require that the candidate for membership be enrolled in a graduate or postgraduate training program for treatment or investigation of lipid disorders and in pursuit of full credentialing in their specialized area of medical study. Associate members may vote. Associate members shall pay dues and assessments and remain in current payment standing to retain such membership.

2.4 Honorary Membership. Honorary membership may be conferred by the Board of Directors upon such persons who have provided distinguished service to the NLA or to the medical community. Honorary members shall not be required to pay any dues or assessments and shall not have the right to vote, hold office, or be a director, but may serve on committees.

2.5 Inactive Membership. Inactive membership may be extended to former active members who are not at the time employed, or are confronted by unusual, personal extenuating circumstances as judged by the Board of Directors. A member may not remain in this category for more than two years, after which the member must reactivate the membership or resign. Inactive members are not required to pay dues or assessments, and may not vote, hold office, be a director, or serve on committees.

2.6 Emeritus Membership. Active members who having retired from active practice or are disabled and have held either continuous membership in the NLA for ten years (or less as approved by the Board of Directors) or whose service has been deemed appropriate may be placed in Emeritus status upon request and approval of the Board of Directors. Emeritus members pay no dues but retain all rights of active membership.

2.7 Industry Membership. Representatives of industry as an employee or contractor may apply for membership given that they meet one of the categories in section 2.1 to 2.6 and agree not to promote or participate in activity directly related to sales and marketing of products or services to members or patients. Industry members are required to pay dues and may serve on committees. They shall not have the right to vote, hold office, be a director, or serve as a committee chairman.

2.8 Election of Members. (a) Applications for membership in NLA should be forwarded to the principal office for processing and should be accompanied by the application fee. The Association staff person responsible for membership will conduct a preliminary review of the application for completeness and minimum qualifications and will verify the address of the applicant. A copy of the application will then be forwarded to the Membership Chairman or Credentials Committee Chairman who shall submit a list of nominees for membership to the Board of Directors for approval.

(b) Applicants accepted for membership will be notified of such acceptance by mail, within thirty (30) days after approval by the Board of Directors. A membership certificate will also be mailed to each new member.

(c) Requests for a change in membership status should be made in writing to the Membership Chairman or Credentials Committee Chairman at the principal Association office. All such requests will be forwarded to the Chairman of the Credentials Committee, who will present the request with a recommendation to the Board of Directors for approval.

2.9 Dues and Assessments. (a) The Board of Directors shall review the dues as appropriate for all categories of membership and determine if there will be a dues change. Recommendations for dues changes shall be approved by majority vote of the Board of Directors.

(b) Dues are due and payable on January 1 of each calendar year or as prescribed by the Board of Directors. Members will be sent a reminder of unpaid dues sixty (60) days after the initial annual billing. Members whose dues remain unpaid ninety (90) days after billing are considered delinquent and will be notified of the delinquent status and reminded that membership will be canceled if the dues are unpaid. Members whose dues are unpaid after one hundred twenty (120) days from billing shall be sent a third notice. If a member's dues are not paid within one hundred eighty (180) days, the member shall be dropped from membership and all benefits of membership, including certifications, if any, suspended.

2.10 Termination or Denial of Membership. (a) For rejection of membership, the Association shall provide the applicant with written notification of the rejection of membership.

(b) When any action is taken which results in the termination of a member's rights to membership, for reason other than non-payment of dues, the Association shall provide the member with written notification by certified US Mail, return receipt requested, of its actions and the reasons therefore, at least thirty (30) days before the effective date of the termination of membership. The Credentials Committee and the Board of Directors shall approve such action. The President shall notify the member of the decision in writing.

(c) This written notification shall inform the terminated member or the rejected applicant that he or she has the right to petition the Board of Directors for a hearing.

(d) A request for a hearing shall be in writing. Such hearing shall be before the body making the original decision on membership and shall afford the individual an opportunity to present evidence, either in writing or orally at the discretion of the hearing body. Such hearing shall be held at the next scheduled NLA Board of Directors meeting. The rejection of the membership application or the effective date of the termination of membership shall be postponed pending the decision of the hearing body. The decision of the Board of Directors shall be final. Failure of the affected individual to request this hearing within thirty (30) days after receipt of notification may constitute waiver of his or her right for this appeal.

2.11 Reinstatement of Members. A person whose membership has been terminated, for reasons other than late dues payment, may be reinstated only upon submission of a new application and election. If terminated for lack of dues payment, the member may be reinstated upon payment of the appropriate dues amount.

2.12 Discrimination. Membership in any category of the NLA or in any of its affiliates, if any, shall not be denied or abridged because of sex, color, creed, race, religion, disability, ethnic origin, national origin, sexual orientation or age, or for any other reason unrelated to ethics issues or competence. Nor shall membership in any category of the NLA or in any of its affiliates be denied to any person who meets the requirements for membership as set forth in these by laws and in the bylaws of the applicant's respective affiliate organization. In considering applicants for membership, information as to the ethics and professional activities of the individual may be considered.

Chapter 3. Member Meetings.

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

3.2 Annual Meeting. An Annual Meeting of the members of the NLA shall be held each year on a date to be determined by the Board of Directors, at which Officers and Board of Directors of the NLA shall be elected and other business transacted as may properly be brought before the meeting. Agenda items brought by the membership must be presented to the Association business office at a minimum of sixty (60) days in advance. If for any reason an Annual Meeting is not held, the Secretary shall conduct a mail ballot election of the Officers and Board of Directors and other pending business of the association.

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 meeting of the members of the NLA.

3.4 Notice of Meetings. Notice is given if delivered in person, by telephone, mail, fax, telegram, or listed in the official NLA 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 Association.

3.5 Quorum. At least one half of the Board of Directors and fifty (50) active members of the association shall constitute a quorum at the Annual Meeting prior to conduct of association business.

Chapter 4. Officers

4.1 Officers. The Officers of the Association 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 one (1) year, or until successors are elected, by a majority vote of the members present at the Annual 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 Annual Meeting.

(b) All officers shall immediately assume their respective offices and the President-Elect shall automatically succeed to President at the end of the Annual 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 annual business meeting.

(b) If the office of the Secretary or Treasurer shall become vacant, a member of the Association shall be elected by a majority of the Board of Directors to serve until the next Annual 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 Association member meetings; (2) Keep an official record of proceedings of all Annual Meetings and meetings of the Board of Directors including votes of members regarding association 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 Association; (2) Expend the funds under the direction of the Board of Directors; (3) Submit to Directors an annual 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 twenty-nine (29) members including the President, President-Elect, Secretary and Treasurer, Immediate Past President, board members at large and representatives from designated geographical regions to include the United States of America and its territories. At least 50 percent of the Board shall be comprised of representatives of geographical regions.

(b) Additional "Advisory Member(s)" may be appointed annually by the President of the NLA with the approval of the majority of the Board of Directors, to serve on the Board of Directors in an advisory capacity. Advisory Member(s) represent allied associations, closely related to the mission and purpose of the NLA. Advisory members may not vote on Board policy but may participate on Committees of the organization.

(c) The Nominating Committee shall make nominations of at large members and regional representatives provided each organization has been duly recognized. If no organizational structure is currently recognized in a given region, the Nominating Committee shall propose two Board members from the designated region to serve as at large members. All shall be elected by the membership at the Annual Meeting for the term specified.

(d) Excluding the Officers and Advisory Members (paragraph (e)), valid nominations for at large positions on the Board shall include the recommendations of the Nominating Committee and nominations from the floor of the Annual 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.

(e) Board members shall serve for terms of up to three (3) 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.

(f) The term of approximately one third of the directors will expire each year.

5.2 Vacancies. If a vacancy occurs among the directors, a member of the Association may be appointed as necessary by the President, with the approval of the majority of the Board of Directors, to serve until the next Annual Meeting. A member of the Association shall be elected at the next Annual 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 Association during intervals between Annual 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 Association based upon the tenor of past and current actions that may be related in subject matter. Such determinations shall be considered to be the NLA policy until modified, approved or rescinded at the next annual or special meeting of the Association.

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 thirty (30) 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 fifteen (15) 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. A majority of the members of the Board of Directors shall constitute a quorum. Notice is given if delivered to the members of the Board of Directors as prescribed in Chapter 3.4.

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 Board of Directors may employ an Executive Director for the Association. The Executive Director shall be directly responsible to the Board of Directors and serve at its pleasure. The assignment of duties of the Executive Director shall be the responsibility of the Board of Directors. The contract of the Executive Director shall be determined and approved by the Board of Directors. The Executive Committee shall provide the Executive Director a written annual review of which specifically details his/her deficiencies and merits. The goals and objectives of the Association for the coming year shall be clearly defined as part of this review.

Chapter 6. Committees

6.1 Executive Committee. An Executive Committee consisting of the President, President-Elect, Immediate Past President, Secretary and Treasurer shall act on behalf of the Board of Directors to administer the affairs of the Association 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 NLA. They are the Immediate Past President and four (4) members appointed by the President-Elect, at least two of which shall be members of the Board of Directors. The chairman shall be the Immediate Past President, unless unavailable, in which case the President shall appoint the 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 NLA. Among the committees that shall be considered are the Finance Committee and the Education Committee.

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. Recognition of Regional Chapters

7.1 Establishment. In order to provide a mechanism for the development and recognition of regional chapters.

7.3 Recognition of Regional Chapters. Regional Chapters seeking recognition by the NLA shall comply with all requirements established by the Board for recognition. Only one regional entity per region shall be accepted for recognition. The regions shall be defined by the Board of Directors.
Notwithstanding additional requirements to be determined by the Board of Directors, organizations must demonstrate the following minimum criteria;

The organization will:

Present a set of bylaws consistent with the bylaws presented herein that provide for an active Board of Directors and Officer positions.
Formally elect Officers and a Board of Directors .
Appoint regional members of the chapter to NLA committees as appropriate.
Hold an Annual 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.
Provide representatives to serve on appropriate NLA committees.

7.4 Review. Once a Board of Directors is established and bylaws adopted, the regional chapter can receive provisional approval by the Board of Directors at its next meeting. Final approval will be deemed by majority membership vote at the next annual meeting. If rejected by the Board of Directors or Membership, the reasons for rejection shall be clearly stated. The entity shall be given the opportunity to resubmit without prejudice upon remedy of such deficiencies identified.

Chapter 8. Financial Policies

8.1 Financial Policies. (a) The fiscal year of the Association shall be from January 1 to December 31, inclusive. The Association adopts the accrual method of accounting for bookkeeping purposes.

(b) No member of the Association shall have any right, title or interests, legal or equitable, in or to the properties or assets of this Association. All the assets of the Association shall be devoted exclusively for the purpose of the Association as set forth in the Articles of Incorporation.

(c) The Executive Director or an Executive Committee member shall be authorized as sole signatory on budgeted expenditures and non-budgeted expenditures of $5,000 or less. Two signatures (the Executive Director plus an Executive Committee member or two Executive Committee members) shall be required on all non-budgeted expenditures greater than $5,000. The Board of Directors shall review the amounts specified annually.

(d) A bank checking account on behalf of the Corporation shall be authorized, and that the account shall be maintained at a FDIC insured banking institution within the United States as approved by the Board of Directors.

(e) All drafts, checks and notes of the Corporation shall be payable on said account, are hereby directed to be made in the name of the Corporation, and further that any and all resolutions required by the bank shall be deemed to have been authorized by the Board of Directors. Excess funds, described as those greater than three (3) months operating capital, shall be kept in a separate institutional "reserve" account. Upon the recommendation of the Treasurer, the Board of Directors on an annual basis shall review the reserve account balance. All accounts shall be maintained in accordance with Internal Revenue Service guidelines regarding activities of 501(c)(6) organizations.

(f) The Finance Committee shall prepare an annual association budget for the succeeding year. The budget shall have final review by the Board of Directors prior to adoption. 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 at the Annual Meeting, which action shall be determined, a quorum being present, by an affirmative vote of at least two-thirds (2/3) of the members present or if necessary, by mail ballot. No Bylaws shall be amended, repealed, nor any new Bylaws adopted, unless written mail notice of such proposed action to each member at least thirty (30) days before the Annual Meeting. If done by mail ballot, members shall be given sixty (60) days to place their vote. The Board of Directors will make proposals for changes in bylaws. Alternatively, recommendations from the membership pertaining to changes in the bylaws at the Annual Meeting can be presented to the Board of Directors in writing by at least twenty (20) members of the Association, at least ninety (90) days in advance of the Annual Meeting.

Chapter 10. Dissolution

10.1 Dissolution. Under dissolution of the Association all assets thereof, after payment of all debts and other liabilities, shall be paid and distributed to such nonprofit corporations or other organizations qualified as tax-exempt pursuant to section 501(c) of the Internal Revenue Code and devoted to medical research, scientific or other purposes related to the advancement of lipid science or patient care or as may be designated by a majority of the Board of Directors of the Association holding office at the time of dissolution.

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.

Last Revision: December 17, 2008