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|LTEN Articles & Bylaws|
LIFE SCIENCES TRAINERS & EDUCATORS NETWORK (LTEN) BY-LAWS
Article I: Name
The name of the organization is: "LIFE SCIENCES TRAINERS & EDUCATORS NETWORK” hereinafter referred to as the “Network”.
Article II: Purpose
Section 1 – General. The purposes of the Network shall be to provide education, skills development and resources to the pharmaceutical, biotechnical, medical device and diagnostics training community to better serve the healthcare industry with the ultimate goal of improving patient care. To the extent consistent therewith, the Network shall (i) further the knowledge and the advancement of the profession of persons engaged in training in the life sciences and (ii) advance the standards of professional training and development in the life science industries by:
Section 2 – No Private Inurement. The Network shall have no capital stock, its objective and purpose being solely of a charitable, literary and educational character and not for individual pecuniary gain or profit. No part of the income or assets of the Network shall inure to the benefit of any private individual. This shall not prohibit payments to individuals for services received or assets purchased. The Network will receive, invest, and disburse funds, and hold property solely for the purposes of carrying out the purposes described in this Article II.
Section 3 – Limit on Political Activities. No substantial part of the activities of the Network shall consist of carrying on propaganda or otherwise attempting to influence legislation, and no part of its activities shall consist of intervening (including the publishing and distributing of statements) in any political campaign in behalf of any candidate for public office.
Section 4 – Compliance With Tax Requirements. The Network shall operate at all times in such a manner as to comply with Section 501(c)(3) of the Internal Revenue Code of 1986 and regulations promulgated thereunder, as amended (the "Code") (any references to provisions of the Code in these Articles include any successor provisions).
Article III: Associates
Section 1 – General. The Network shall have such classes of Associates as shall be provided in this Article III of these Bylaws. Qualifications, rights (including voting rights, if any), method of acceptance and manner of expulsion of Associates of each class shall also be provided in these Bylaws. The Associates shall not for any purposes be deemed or treated as "Members” under Section 13.1-837 of the Virginia Statutes and shall have no rights except as specifically set forth herein.
Section 2 – Qualifications. Each applicant seeking to become an Associate must meet the following requirements to be considered. The Board also may define and offer varying associate levels with corresponding differences in annual dues.
(a) The applicant shall have job title, job analysis, job responsibility or job position within his/her company that confirms that he/she is involved in a training function; provided, however, that an active Associate whose employment position ceases to involve a training function may continue to be an Associate if his or her continued status as an Associate is approved by the executive director. There shall be no geographic limitation used to determine who may become an Associate.
(b) The applicant’s employer shall be involved in research, manufacture, distribution and/or marketing of products and/or services in the life science industries supporting the delivery of medical services. This includes vendor companies, agencies, and independent consultants that support the goals of life science trainers or any party with an affiliation or interest in life science training.
(c) The applicant can defend their interest in the field, such as but not limited to a student with a focus on learning and development, human resources, or business.
Section 3 - Associate Name. The status as Associate shall be in the name of the individual.
Section 4 - Application. A candidate must submit a completed Associate application form prior to being considered. Upon acceptance, the Associate’s status shall become effective upon payment of the annual dues.
Section 5 - Limitations. There shall be no limit to the number of Associates from an individual company.
Section 6 - Good Standing. An Associate shall be in good standing as of a given date if such Associate has paid any and all annual dues owed by such Associate as of such date and the Associate has not had his or her status as an Associate suspended or terminated in accordance with Section 8 as of such date. Only Associates in good standing shall be entitled to vote, assume or retain office, or to otherwise exercise any rights granted to Associates hereunder.
Section 7 - Transferability. Status as an Associate of the Network shall not be transferable unless approved by the executive director in his or her sole and absolute discretion.
Section 8 - Suspension or Termination. The Board may, at any meeting, by the vote of two-thirds of the directors on the Board (not just two-thirds of those present at a given meeting), suspend or terminate any Associate who, in its judgment, has violated the Bylaws or whose conduct is deemed detrimental to the best interests of the Network. The suspended or terminated Associate will be advised in writing within thirty (30) days of the Board’s vote to suspend and will have thirty (30) days following notification to appeal the suspension or termination in writing. The vote of a majority of all of the directors on the Board (not just a majority of those present at a given meeting) shall be required to rescind suspension or termination.
Section 9 - Dues. The Board shall set annual dues for each twelve (12) month period in its sole and absolute discretion. Annual dues shall be payable at least thirty (30) days prior to the expiration date at twelve (12) months. Each Associate shall be considered an Associate from the first day of payment of dues to the expiration date at twelve (12) months later. Any variation to the period of time of Associate status shall require a majority vote of the Board; provided, however, that the executive director shall have the discretion to pro rate annual dues in the initial year for any Associate whose status as such begins in the middle of such year. All dues shall be non-refundable.
Section 10 – Voting.
(a) Each full Associate of the Network in good standing shall be eligible to cast one vote on any and all matters submitted to a vote of the Associates by the Board. The Associate must be present at the business meetings in order to cast his/her vote; no proxy voting shall be accepted.
(b) All matters submitted to a vote of the Associates by the Board shall be voted on in accordance with procedures established by the Board.
(c) Nothing herein shall be deemed to grant the Associates any right to vote on any matters unless such matter is submitted to the Associates by the Board. The Board may decide whether to submit a matter to the vote of the Associates in its sole and absolute discretion.
Article IV: Board of Directors
Section 1 - Governance. The Board is the governing body of the Network and has the authority and responsibility to carry out the objectives and purposes of the Network and to this end may exercise all powers of the Network.
Section 2 - Board of Directors, selection, qualifications, and responsibilities
(a) Directors shall be elected in the manner provided in the Articles of Incorporation. Any vacancy occurring in the Board, including a vacancy resulting from an increase in the number of directors shall be filled in the manner provided in the Articles of Incorporation.
(b) Staggered Terms. The directors of the Corporation may, by resolution of the Board of Directors, be divided into two groups to serve staggered terms. If the Board of Directors should so elect, (i) each group shall be as nearly equal in size as possible, (ii) each group shall be identified with each of two consecutive calendar years so that the term of only one group shall expire each year beginning with the second annual meeting of the Board, and the term of a one group shall begin each year, and (iii) each director shall be elected to a specific group. At each annual meeting of the Board beginning after the first annual meeting of the Board, directors shall be elected for a term of two (2) years, to succeed those whose terms expire. Each term shall begin on January 1st in the year in which such director is elected to the Board and shall terminate on December 31st of the following year or, if later, when such director’s successor has been duly elected and qualified.
(c) Number of Directors. The number of directors shall be determined by the Board, from time to time, but shall not be less than ten (10) nor more than nineteen (19) at any time. The Immediate Past President shall also be invited to attend all Board meetings.
(d) Guests at Meetings. The executive director shall attend all meetings of the Board to report on the business and operations of the Network.
Section 3 - Termination of Office.
(a) The Board may remove any member of the Board by a two-thirds vote of the Board at a regular meeting or at a special meeting, for which notice specifying the purpose thereof shall be given not less than fifteen (15) days nor more than thirty (30) days in advance and in accordance with such procedures as the Board may determine. The Board member concerned shall be given prior written notification and shall have the right to be heard.
(b) The Board, by a majority vote, may remove a member from the Board if such member fails to attend 50% of Board meetings during a calendar year, or fails to meet the requirements as outlined in Article IV Section 2.
Section 4 – Quorum. One-half of the members of the Board shall constitute a quorum for all purposes during any meeting; proxy voting is permitted.
Section 5 – Notice. Notice of all meetings of the Board shall be communicated in writing and/or electronically, not less than seventy-two (72) hours before the time set for such meeting.
Section 6 – Meetings. The Board shall meet in person or electronically, a minimum of three times annually at such time, place, and manner as may be determined by the president.
Section 7 - Special Meetings. Special meetings of the Board may be called (i) by the president or (ii) by one third of the directors then in office.
Article V: Officers of the Board
Section 1 – Number. The officers of the Corporation shall consist of a president, one or more vice presidents, a secretary and a treasurer, and such other officers as the directors may deem necessary or appropriate to appoint. Any two or more offices may be held by the same person.
Section 2 - Election and Removal. The Board shall hold annual elections for any officers whose terms have expired during such year. An officer may be removed by the Board whenever in its judgment the best interests of the Corporation would be served thereby.
Section 3 – Qualifications. All officers shall be in an employment position as head of a training department or shall have previously held such a position. Industry partners are not eligible to serve as officers of the Board.
Section 4 – Term. The term for each officer shall be two (2) years or such lesser time as the Board may determine. No officer shall hold any given office for more than two (2) consecutive terms, unless approved by the Board.
Section 5 - Nomination and Election of Officers. Nominees shall be selected in the following manner:
(a) The Board shall appoint a Nominating Committee. Members shall include the immediate past president, the executive director and two other Board members in good standing selected and appointed by the Board.
(b) New board of director nominations and selections shall be conducted annually in the 4th quarter, with final selection and approval of new board members no later than December 31st. However, should, at any time, throughout the a calendar year the number of active board members fall below the minimum of 10 required (Article IV, Sec 2(c)), the executive director may initiate an off-cycle nomination and selection of new board members.
Section 4 – Duties of Officers.
(a) The president of the Network serves as the chairman of the Board, and has general supervision, direction and control of the affairs of the Network. The president presides at all meetings and conferences of the Board and the Associates and shall have such powers as may be prescribed from time to time by the Board.
(b) A vice president to be selected by the Board shall have the authority to act in place of the President when the president is not available and performs other duties as assigned by the president.
(c) The treasurer shall oversee the fiscal policies of the Network and cause an analysis of the financial books and records of the Network to be conducted not less than once every two years.
(d) The Secretary shall be responsible for recording the minutes of all Board and Associate meetings.
(e) The officers may hire an executive director to be responsible for the day-to-day operation and management of the Network and to ensure compliance with its policies and procedures.
(f) The Past President shall review the eligibility of existing Directors and the slate of candidates provided by the Nominating Committee on an annual basis.
Article VI: Meetings and Conferences
An Annual Conference of the Network shall be held each year. Additional meetings and/or conferences may be held between annual conferences. The executive director shall inform the Associates of all scheduled meetings and conferences.
Article VII: Rules and Regulations
Section 1 - Order of Business. The order of business at all meetings of the Network shall be prescribed by the presiding officer. Robert’s Rules of Order shall govern all meetings of the Network on any point not covered in the Bylaws. Responsibility for adhering to Roberts Rules of Order will reside with the Secretary, who will also serve as the SME on parliamentary procedures for any board directed procedural questions.
Section 2 - Use of the Network Name. The Board shall govern the use of the name, the initials, and the trademark of the Network; and Associates of the Network shall adhere to such rules and regulations.
Section 3 - Financial Responsibility. The Network shall not be financially responsible for the conduct of any activities by, or meetings of, the Associates not specifically authorized by the Board.
Section 4 – Code of Ethics. Membership in the Network is contingent on compliance with the Code of Ethics.
Article VIII: Amendments
Section 1 – Procedure. The Bylaws of the Network may be amended or added to upon a majority vote of the Board members present at a meeting at which a quorum is present.
Section 2 - Effective Date. If approved, amendments shall be effective on the date specified in the amendment.
Article IX: - Dissolution
In the event of the dissolution of the Network or in the event it shall cease to carry out the objectives and purposes herein set forth, all the business, property, and assets of the Network shall be distributed to such similar non-profit charitable organization or organizations as may be selected by the Board and which is or are tax-exempt organizations pursuant to Section 501(c)(3) of the Internal Revenue Code, so that business properties and assets of the Network shall in such event be used for and devoted to charitable purposes and in no event shall any of the assets and property of the Network or the proceeds of any such property or assets in the event of such dissolution go or be distributed to individuals either for the reimbursement of any sums subscribed, donated or contributed by such individuals or for any other such purposes, it being the intent that in the dissolution of the Network, or upon its ceasing to carry out the objectives and purposes herein set forth, the property and assets then owned by the Network shall be devoted to carrying on the functions and purposes of such charitable organizations as the Board shall determine and direct.
Bylaws were last updated and approved by the Board on October 9, 2014.