The Chinese American Diabetes Association (CADA)

BY-LAWS

ARTICLE FIRST: Principle

Section 1. The Chinese American Diabetes Association (CADA) was founded on October 1, 2004 in the United States, as a non-profit organization, by a small group of Chinese scientists from the U.S. and mainland of China, working in diabetes and related areas.

Section 2. Missions of CADA include: (a) to promote research in diabetes and related metabolic diseases; (b) to promote awareness of advances in biological and medical sciences; (c) to assist its members with career development and recruitment opportunities; (d) to foster domestic and international collaborations in diabetes research.

Section 3. The major activities of CADA will include: (a) to hold an annual scientific meeting adjacent to the American Diabetes Association Scientific Sessions; (b) to facilitate the recruitment of junior faculty and research fellows into higher positions in U.S. and Chinese institutions; (c) to help enhance the recruitment of postdoctoral fellows and predoctoral students by members’ laboratories; (d) to foster an environment conducive to interactions amongst basic scientists, clinicians and pharmaceutical scientists.

Section 4.  The CADA Achievement Award and CADA Young Investigator Award have been established since 2016 to honor members for their scientific achievements and valuable contributions to the CADA community. The CADA Achievement Award recognizes a member who has demonstrated leadership in scientific research and lasting dedication to the association. The CADA Young Investigator Award recognizes a member who is a young investigator (typically at the rank of Assistant Professor) and has demonstrated outstanding scientific leadership and productivity post independence. The CADA Council will announce the call for nominations for these awards 4 months in advance of the annual scientific meeting. Final selection of the award recipients shall be made by two independent ad hoc committees tasked by the Council. Each committee shall consist of 2-3 non-board members. Previous recipients shall not be awarded again under the same category.

ARTICLE SECOND: Terms and Duties of Officers

Section 1.  The terms for President, President-Elect, and Secretary shall be up to two years. The terms for Treasurer and Council members shall be up to four years. These officers shall be elected by majority vote at the annual CADA scientific meeting.

Section 2.  The President shall preside at all meetings of the Association. In the case of President’s absence, the President-Elect shall perform the President’s duties.  After serving two years, the President shall be designated as the Immediate Past‑President for two years.

Section 3.  The Secretary shall maintain the non-financial records of the Association, notify members of all meetings of CADA, and keep the minutes of all meetings.  Within thirty days of each annual meeting, the Secretary shall send the non-financial records from the past year to a Registered Agent of the Association, including but not limited to the current membership directory and minutes of CADA and CADA board meetings.

Section 4.  The Treasurer shall maintain the financial records of the Association and handle the day‑to‑day financial matters of the Association.  The Association’s fiscal year shall start on January 1st. Within thirty calendar days after an annual meeting, the Treasurer shall send the Registered Agent the financial records for the past fiscal year and an annual financial report prepared as described in Section 2, Article 5 of the By-laws.

Section 5. President-Elect shall automatically become the President when the term for the current President ends. In the case that the current President resigns, President-Elect shall automatically become the President.

ARTICLE THIRD: Council

Section 1.  There shall be a Board of Directors referred to hereinafter as a Council.  The Council shall be for a two‑year term and shall consist of seven members: the President, President-Elect, Secretary, Treasurer, and three persons to be elected by a plurality vote of the ballots cast. The number of non-America based Council members shall not exceed one at any given time.

Section 2.  The Association’s general management powers shall be vested in the Council.  The Council may employ at reasonable costs, such persons as the Council deems necessary to assist the Association.  Officers and committee members may, with the Council’s approval, delegate duties and responsibilities. This is provided that each delegating instrument shall, irrespective of any other terms, terminate immediately either upon revocation by the delegating officer/committee member or upon withdrawal of the Council’s approval.

Section 3.  Vacancies in the Council, created by any reason, shall be filled by a majority vote cast by the full Council. In the event of a tie, the President shall cast the deciding vote.

Section 4.  Unless otherwise specified in the By-laws, a “majority vote of the Council” shall mean the votes by more than half of the number of Councilors approved by the By‑laws.

Section 5.  Ballots for officers or Councilors for any year’s election shall be disclosed by the Secretary to the membership by January 1^st. Ballots shall have candidates that were nominated by the Nominating Committee. In addition, one space shall be provided for a write‑in candidate for each office.  Completed ballots returned to the Secretary shall be valid if a) received on or before February 20 and b) if the envelope containing the ballot bears the voting member’s signature.  Before the next annual meeting, the Secretary shall bring the ballots to the Council, which shall count all ballots properly submitted.  Any tie shall be resolved by majority vote of the Council.  The results of the ballot and of any potential tie resolutions shall be announced by the Secretary at the following annual meeting.

ARTICLE FOURTH: Membership

Section 1.  There are two categories of memberships: Member and Fellow.

Section 2.  Members refer to tenure- and research-track faculty members at the rank of the Instructor or above, as well as Investigator at pharmaceutical companies in the area of diabetes. Membership application shall be reviewed and approved by the Council. Membership fee is $300 as of 2017, which may be adjusted in future years.

Section 3.  Fellows refer to graduate students and postdoctoral fellows. There is no membership fee associated with Fellow. They may be required to pay a fee to attend the annual meeting.

Section 4.  Only active members can be elected as an officer or a Council member of the association.

ARTICLE FIFTH: Annual Meetings

Section 1.  A regular meeting of the Association shall be held annually at a time and place that shall be determined by the Council.  Members of the Association shall be notified at least six months in advance of such meetings.

Section 2.  Special meetings of the Association may be called by the Council or upon written request of ten active members of the Association with the Council’s approval.  The Secretary shall send written notice to the members at least three months in advance of such meetings and shall specify the business to be transacted.  No business other than what is specified shall be transacted at such meetings.

Section 3.  The Council shall meet at least once a year.  A two‑third majority of the Council shall constitute a quorum for this meeting.  Minutes of the Council meeting shall become the Association’s official record.

Section 4.  For any scientific session of any regular meeting, all members except Corporate Sponsors shall be able to sponsor papers according to the rules established by the Council.

Section 5.  Twenty percent of the voting membership shall constitute a quorum for a meeting of the Association.

Section 6.  If at any meeting of the Association, the members shall vote to submit on any substantive matter, which shall be properly processed on a motion duly made and seconded, to the Association’s members for resolution by mail ballot. The Secretary shall within 30 days, thereafter, send to every member entitled to vote a brief explanation of the issue and a ballot with the matter in question.  Completed ballots returned to the Secretary shall be valid if postmarked on or before the 60^th day following that meeting.  The Secretary shall count the ballots and notify the Membership of the outcome before the 90^th day following that meeting.

ARTICLE SIXTH: Standing Committees

Section 1.  Membership Committee – the board serves as the Membership Committee. A simple majority of the Council is required to approve a membership application.

Section 2. Finance Committee. There shall be a Finance Committee consisting of the Treasurer as Chairperson and two Councilors appointed by the President.  The Finance Committee shall continually review the Association’s financial status.  At least one month prior to the Annual Meeting, the Finance Committee shall prepare an annual financial report in accordance with the standards as set by the American Institute of Certified Public Accountants for the preceding fiscal year.  The annual financial reports shall include a statement of revenue, a statement of expenses, changes in fund balances, and balance sheets for all funds.  Before each annual meeting, the Finance Committee shall present to the Council the financial records and annual financial report of the preceding fiscal year for examination and approval, which requires a majority vote of the Council.  At each annual meeting, the Finance Committee shall present to the member the preceding fiscal year’s financial report approved by the Council.

Section 3.  Other Committees.  The President may appoint other committees as may be deemed necessary upon the Council’s approval.  The President shall determine the length of the terms of such committees and they shall be dissolved no later than the end-of-term of the President who appoints such committees.

ARTICLE SEVENTH: Amendments

Proposed changes in the By‑Laws shall be submitted, in writing by a member, at least four months in advance of a regular meeting to the Secretary.. Within three weeks of receiving the changes, the Secretary shall forward the proposed changes to the Council for consideration.  Upon approval by a majority vote of the Council, the Secretary shall send written notice of the proposed changes to all voting members of the Association at least six weeks prior to a regular meeting.  A two‑thirds majority vote of mailed in ballots by members authorized by the Articles of Incorporation to vote shall be required for adoption.