BYLAWS
THE CALIFORNIA CLINICAL LABORATORY ASSOCIATION
A NONPROFIT MUTUAL BENEFIT CORPORATION
(Revised November, 2013)
ARTICLE 1
ASSOCIATION
Section 1. NAME. This Corporation shall be known as THE CALIFORNIA CLINICAL LABORATORY ASSOCIATION, hereinafter referred to as “Association.”
Section 2. PRINCIPAL OFFICE. The principal office of the Association for the transaction of its business is located at 1127 11th Street, Suite 820, Sacramento, California, 95814.
Section 3. PURPOSES. The purposes of this Association are:
1. To encourage the enactment of uniform laboratory legislation and administrative regulations and policies for the protection of the public, and to encourage and cooperate in the enforcement of such legislation and regulations.
2. To encourage the enactment of nonrestrictive legislation, regulations and policies so as to permit the free flow of commerce, and assure laboratory operations which best serve the interests of the public.
3. To encourage and promote the development of scientific and technical skills in the operation of clinical laboratories.
4. To cooperate with government authorities, professional associations and other interested parties in the health field, in order to provide better healthcare to the public.
5. To foster high standards and to promote generally the welfare of California licensed clinical laboratories.
6. To encourage and promote greater efficiency, reliability and safety in the performance of clinical laboratory testing, and otherwise improve the service of clinical laboratories in order to serve research organizations, physicians, governmental organizations, and the general public.
ARTICLE II
MEMBERS
Section 1. CLASSES OF MEMBERSHIP. There shall be two (2) classes of membership:
1. General Members
2. Associate Members
(a) Only General members shall have voting rights in the Association and the voting rights of each member of such class shall be equal. Any laboratory, licensed or certified by the State of California as a clinical laboratory shall be eligible for voting membership. Each such laboratory admitted to voting membership is entitled to a single vote, but a single enterprise admitted to voting membership, whether consisting of separately incorporated (yet affiliated) companies, multiple divisions, or multiple laboratories and whether or not requesting separate membership listing for representatives of said companies, divisions or laboratories as hereinafter provided, shall collectively be entitled to only one (1) vote. The one vote for single enterprise rule applies to voting at all meetings including Board meetings even if the laboratory has more than one representative on the Board.
(b) Any Corporation, partnership, institution or individual directly involved in the health care field relating to clinical laboratories, and not licensed or certified as a clinical laboratory as herein provided, shall be eligible for Associate Membership. Associate members are not eligible to vote or to serve as an Officer or on the Board of Directors of the Association.
Section 2. APPLICATION FOR MEMBERSHIP. Application for membership shall be made in writing to the Secretary on the business letterhead of the applicant, or on such other forms as may be prescribed by the Board of Directors, and shall be accompanied by the full amount of dues, whether for a full year or prorated for the portion of the year during which he is a member, as the Board of Directors shall determine applicable.
Section 3. DUES. The Board of Directors shall set the amount of annual dues for each membership class, and the manner of payment thereof.
Section 4. ASSESSMENTS. Assessments of the membership may be recommended by the Board of Directors, but shall become effective only upon the approval of a majority of the voting membership at the next regular or special meeting following the Board action, or by two-thirds of the voting membership in a mail vote conducted for that purpose.
Section 5. TERMINATION OF MEMBERSHIP. (a) Membership in the Association may be terminated by written request of a member. No refund of dues or assessments shall be made. (b) Membership in the Association shall terminate upon non-payment of dues or assessments pursuant to policies established by the Board.
Section 6. LIABILITY. Members of the Association shall not be held personally liable for the debts, liabilities or obligations of the Association, and all creditors of the Association shall look only at the assets of the Association for payment.
Section 7. RECORD DATE OF MEMBERSHIP. The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to notice of and vote at any meeting of members. Such former record date shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting. Such latter record date shall not be more than sixty (60) days before the date of the meeting.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. REGULAR ANNUAL MEETING. An annual meeting for the election of officers and the Board members shall be held once each year. The date and location of the Annual Meeting shall be determined by the Board.
Section 2. SPECIAL MEETINGS. Special meetings of the membership may be called by the President, by a majority of the Board of Directors or upon the written request of five percent (5%) of the voting members of the Association.
Section 3. NOTICE: AGENDA. Notice of the regular meetings shall state the place, date and hour of such meetings and shall be given in writing to each member not less than 20 days, prior thereto. Notice for special meetings shall be provided in the same manner.
Section 4. QUORUM. A majority of the voting membership, represented by a representative or by written proxy (which will not be valid for any period exceeding ten (10) months), shall constitute a quorum for the transaction of business at any meeting of the Association.
Section 5. VOTING. The majority of the quorum present at any meeting of the membership may act for the Association, except as may otherwise be provided in these bylaws. Voting shall be by voice vote, provided, however, that the elections of the Board Members may be by secret or open ballot as designated by the officer presiding at the annual meeting.
Section 6. CONDUCT OF MEETINGS. Meetings of the members shall be presided over by the President of the Association or, in his/her absence, by the President Elect, or in the absence of both, by a board member selected by the Board. The Secretary of the Association shall act as secretary of all meetings of members provided that in his/her absence the presiding officer shall appoint another person to act as secretary of the meeting. The meeting shall be governed by Robert’s Rules of Order.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. QUALIFICATIONS, ELECTION AND TERM. The Board of Directors shall be composed of not more than 19 general members, including the officers of the Association, as recommended by the Board and approved by the membership at the Annual Conference. The exact number of Board members for each year shall be determined by the Board prior to submitting the recommended names to the membership for approval. Board members may succeed themselves and shall be elected from the voting membership by a majority vote at the Annual Conference to hold office for one year or until their successors are duly elected.
Section 2. DUTY. The Board of Directors shall manage the business and conduct the affairs of the Association, and shall make the necessary rules and regulations, not inconsistent with the laws of the State of California of the Bylaws of the Association, for the management of the Association, including the methods for fulfilling any of the purposes for which this Association was organized. Among other things, the Board of Directors shall pass upon the qualifications of all applications for membership and on all matters involving the termination of any membership.
Section 3. VACANCY. Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the then remaining members of the Board.
Section 4. MEETINGS. The Board of Directors shall hold an annual meeting at the same time and place as the annual meeting of the membership, and other meetings as the Board deems appropriate.
Section 5. QUORUM. The Majority of the voting Directors shall constitute a quorum for the transaction of business and any act of a majority of the quorum present at the meeting shall be the act of the Board of Directors.
Section 6. ACTION WITHOUT MEETING. Board action may be taken, without a meeting through consent in writing, setting forth the action to be taken, and signed by all of the Directors. Such unanimous consent shall have the same force and effect as a majority both of the Directors at a duly called and convened meeting.
Section 7. COMPENSATION. Directors shall serve without compensation.
Section 8. CALL OF A SPECIAL MEETING. Special meetings of the Board of Directors may be called by the President or by any two (2) members of the Board of Directors.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the Association shall consist of a President, President-elect, Treasurer and Secretary each of whom shall by reason of his/her election become a member of the Board of Directors.
Section 2. ELECTION AND TERM. All officers shall be elected by a majority vote of the membership at the annual meeting, provided a quorum is present, for a term of one year, or until the next annual meeting. Elective officers and board members may be re-elected. If for any reason the office of the President is vacant, the President-Elect shall be appointed to serve the unexpired portion of the term of their predecessor, in addition to the forthcoming year. Upon said appointment, a new President-Elect shall be appointed to serve the unexpired portion of the term of his predecessor. However, at the end of the original Presidential term a new President must be elected.
Section 3. DUTIES. The President shall be chief executive officer of the Association and shall preside at all meetings of the Association, issue calls for meetings, and appoint all committees. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors.
Section 4. COMPENSATION. All officers shall serve without compensation.
Section 5. REMOVAL AND VACANCY. Any or all officers may be removed from office at any time by a vote of a majority of the Board of Directors. In the case of the removal of any officer, a new officer shall be elected, to serve the unexpired portion of the term of his/her predecessor, at the Board meeting where the predecessor officer is removed. Any vacancy occurring may be filled by an affirmative vote of a majority of the Board of Directors.
ARTICLE VI
FISCAL YEAR
The fiscal year shall be as determined by the Board.
ARTICLE VII
MISCELLANEOUS
Section 1. Checks, notes, drafts, etc., shall be signed or endorsed in such manner as shall be determined by the Board of Directors. Deposits and withdrawals of Association funds shall be accomplished in such bank or trust company, and in such a manner, as shall be determined by the Board of Directors.
Section 2. EXECUTIVE DIRECTOR. The Executive Director of the Association cannot be an officer of the Association, cannot be a member of the Board of Directors and shall have no voting rights. DUTIES: The Executive Director shall consult and advise with the President and the Board of Directors as to conducting the affairs of the Association.
ARTICLE VIII
INDEMNIFICATION
Any person made a party to any action, suit or proceeding by reason of the fact that he is, or was, a Director or officer of this Association against any reasonable expenses, including attorney’s fees, required by him in connection with any defense therein, and the Association will advance and provide all such expenses, except in relation to such matters was to which it shall be adjudged in such action, suit, or proceeding, that such officer or Director is liable for gross negligence of misconduct in the performance of his/her duties, and in such event any officer of Director who has received such expenses from the Association shall reimburse the Association for such advances.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended by a two-thirds vote of the voting membership at any meeting at which a quorum is present, providing that notice of the proposed changes have been submitted to all members of the Association at least thirty (30) days prior to the meeting.
ARTICLE X
RECORDS
The Association shall keep adequate and correct records of account and minutes of the proceedings of its member, Board and committees. The Association shall also keep a record of its members, giving their names and addresses and the class of membership held by each. The minutes shall be kept either in written form, or in any other form capable of being converted into written form. A copy of the Association’s Articles of Incorporation and of these Bylaws shall be kept at the Association’s principal office. All of these documents shall be open to reasonable inspection by the members and Directors of this Association.
ARTICLE XI
CORPORATE SEAL
The Board of Directors may adopt a corporate seal. The Secretary of the Association shall have the custody of the seal and affix it in all appropriate cases to all corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument.
ARTICLE XII
LIQUIDATION
The Association may be liquidated and dissolved on the two-thirds vote of the general membership. In the event of such liquidation, all funds remaining in the Association shall be devoted to pursuits consistent with the purposes of the Association, and no funds shall be repaid to any member of the Association.
THE CALIFORNIA CLINICAL LABORATORY ASSOCIATION
A NONPROFIT MUTUAL BENEFIT CORPORATION
(Revised November, 2013)
ARTICLE 1
ASSOCIATION
Section 1. NAME. This Corporation shall be known as THE CALIFORNIA CLINICAL LABORATORY ASSOCIATION, hereinafter referred to as “Association.”
Section 2. PRINCIPAL OFFICE. The principal office of the Association for the transaction of its business is located at 1127 11th Street, Suite 820, Sacramento, California, 95814.
Section 3. PURPOSES. The purposes of this Association are:
1. To encourage the enactment of uniform laboratory legislation and administrative regulations and policies for the protection of the public, and to encourage and cooperate in the enforcement of such legislation and regulations.
2. To encourage the enactment of nonrestrictive legislation, regulations and policies so as to permit the free flow of commerce, and assure laboratory operations which best serve the interests of the public.
3. To encourage and promote the development of scientific and technical skills in the operation of clinical laboratories.
4. To cooperate with government authorities, professional associations and other interested parties in the health field, in order to provide better healthcare to the public.
5. To foster high standards and to promote generally the welfare of California licensed clinical laboratories.
6. To encourage and promote greater efficiency, reliability and safety in the performance of clinical laboratory testing, and otherwise improve the service of clinical laboratories in order to serve research organizations, physicians, governmental organizations, and the general public.
ARTICLE II
MEMBERS
Section 1. CLASSES OF MEMBERSHIP. There shall be two (2) classes of membership:
1. General Members
2. Associate Members
(a) Only General members shall have voting rights in the Association and the voting rights of each member of such class shall be equal. Any laboratory, licensed or certified by the State of California as a clinical laboratory shall be eligible for voting membership. Each such laboratory admitted to voting membership is entitled to a single vote, but a single enterprise admitted to voting membership, whether consisting of separately incorporated (yet affiliated) companies, multiple divisions, or multiple laboratories and whether or not requesting separate membership listing for representatives of said companies, divisions or laboratories as hereinafter provided, shall collectively be entitled to only one (1) vote. The one vote for single enterprise rule applies to voting at all meetings including Board meetings even if the laboratory has more than one representative on the Board.
(b) Any Corporation, partnership, institution or individual directly involved in the health care field relating to clinical laboratories, and not licensed or certified as a clinical laboratory as herein provided, shall be eligible for Associate Membership. Associate members are not eligible to vote or to serve as an Officer or on the Board of Directors of the Association.
Section 2. APPLICATION FOR MEMBERSHIP. Application for membership shall be made in writing to the Secretary on the business letterhead of the applicant, or on such other forms as may be prescribed by the Board of Directors, and shall be accompanied by the full amount of dues, whether for a full year or prorated for the portion of the year during which he is a member, as the Board of Directors shall determine applicable.
Section 3. DUES. The Board of Directors shall set the amount of annual dues for each membership class, and the manner of payment thereof.
Section 4. ASSESSMENTS. Assessments of the membership may be recommended by the Board of Directors, but shall become effective only upon the approval of a majority of the voting membership at the next regular or special meeting following the Board action, or by two-thirds of the voting membership in a mail vote conducted for that purpose.
Section 5. TERMINATION OF MEMBERSHIP. (a) Membership in the Association may be terminated by written request of a member. No refund of dues or assessments shall be made. (b) Membership in the Association shall terminate upon non-payment of dues or assessments pursuant to policies established by the Board.
Section 6. LIABILITY. Members of the Association shall not be held personally liable for the debts, liabilities or obligations of the Association, and all creditors of the Association shall look only at the assets of the Association for payment.
Section 7. RECORD DATE OF MEMBERSHIP. The Board of Directors shall fix, in advance, a date as the record date for the purposes of determining the members entitled to notice of and vote at any meeting of members. Such former record date shall not be more than sixty (60) nor less than ten (10) days before the date of the meeting. Such latter record date shall not be more than sixty (60) days before the date of the meeting.
ARTICLE III
MEETINGS OF MEMBERS
Section 1. REGULAR ANNUAL MEETING. An annual meeting for the election of officers and the Board members shall be held once each year. The date and location of the Annual Meeting shall be determined by the Board.
Section 2. SPECIAL MEETINGS. Special meetings of the membership may be called by the President, by a majority of the Board of Directors or upon the written request of five percent (5%) of the voting members of the Association.
Section 3. NOTICE: AGENDA. Notice of the regular meetings shall state the place, date and hour of such meetings and shall be given in writing to each member not less than 20 days, prior thereto. Notice for special meetings shall be provided in the same manner.
Section 4. QUORUM. A majority of the voting membership, represented by a representative or by written proxy (which will not be valid for any period exceeding ten (10) months), shall constitute a quorum for the transaction of business at any meeting of the Association.
Section 5. VOTING. The majority of the quorum present at any meeting of the membership may act for the Association, except as may otherwise be provided in these bylaws. Voting shall be by voice vote, provided, however, that the elections of the Board Members may be by secret or open ballot as designated by the officer presiding at the annual meeting.
Section 6. CONDUCT OF MEETINGS. Meetings of the members shall be presided over by the President of the Association or, in his/her absence, by the President Elect, or in the absence of both, by a board member selected by the Board. The Secretary of the Association shall act as secretary of all meetings of members provided that in his/her absence the presiding officer shall appoint another person to act as secretary of the meeting. The meeting shall be governed by Robert’s Rules of Order.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. QUALIFICATIONS, ELECTION AND TERM. The Board of Directors shall be composed of not more than 19 general members, including the officers of the Association, as recommended by the Board and approved by the membership at the Annual Conference. The exact number of Board members for each year shall be determined by the Board prior to submitting the recommended names to the membership for approval. Board members may succeed themselves and shall be elected from the voting membership by a majority vote at the Annual Conference to hold office for one year or until their successors are duly elected.
Section 2. DUTY. The Board of Directors shall manage the business and conduct the affairs of the Association, and shall make the necessary rules and regulations, not inconsistent with the laws of the State of California of the Bylaws of the Association, for the management of the Association, including the methods for fulfilling any of the purposes for which this Association was organized. Among other things, the Board of Directors shall pass upon the qualifications of all applications for membership and on all matters involving the termination of any membership.
Section 3. VACANCY. Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of a majority of the then remaining members of the Board.
Section 4. MEETINGS. The Board of Directors shall hold an annual meeting at the same time and place as the annual meeting of the membership, and other meetings as the Board deems appropriate.
Section 5. QUORUM. The Majority of the voting Directors shall constitute a quorum for the transaction of business and any act of a majority of the quorum present at the meeting shall be the act of the Board of Directors.
Section 6. ACTION WITHOUT MEETING. Board action may be taken, without a meeting through consent in writing, setting forth the action to be taken, and signed by all of the Directors. Such unanimous consent shall have the same force and effect as a majority both of the Directors at a duly called and convened meeting.
Section 7. COMPENSATION. Directors shall serve without compensation.
Section 8. CALL OF A SPECIAL MEETING. Special meetings of the Board of Directors may be called by the President or by any two (2) members of the Board of Directors.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the Association shall consist of a President, President-elect, Treasurer and Secretary each of whom shall by reason of his/her election become a member of the Board of Directors.
Section 2. ELECTION AND TERM. All officers shall be elected by a majority vote of the membership at the annual meeting, provided a quorum is present, for a term of one year, or until the next annual meeting. Elective officers and board members may be re-elected. If for any reason the office of the President is vacant, the President-Elect shall be appointed to serve the unexpired portion of the term of their predecessor, in addition to the forthcoming year. Upon said appointment, a new President-Elect shall be appointed to serve the unexpired portion of the term of his predecessor. However, at the end of the original Presidential term a new President must be elected.
Section 3. DUTIES. The President shall be chief executive officer of the Association and shall preside at all meetings of the Association, issue calls for meetings, and appoint all committees. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors.
Section 4. COMPENSATION. All officers shall serve without compensation.
Section 5. REMOVAL AND VACANCY. Any or all officers may be removed from office at any time by a vote of a majority of the Board of Directors. In the case of the removal of any officer, a new officer shall be elected, to serve the unexpired portion of the term of his/her predecessor, at the Board meeting where the predecessor officer is removed. Any vacancy occurring may be filled by an affirmative vote of a majority of the Board of Directors.
ARTICLE VI
FISCAL YEAR
The fiscal year shall be as determined by the Board.
ARTICLE VII
MISCELLANEOUS
Section 1. Checks, notes, drafts, etc., shall be signed or endorsed in such manner as shall be determined by the Board of Directors. Deposits and withdrawals of Association funds shall be accomplished in such bank or trust company, and in such a manner, as shall be determined by the Board of Directors.
Section 2. EXECUTIVE DIRECTOR. The Executive Director of the Association cannot be an officer of the Association, cannot be a member of the Board of Directors and shall have no voting rights. DUTIES: The Executive Director shall consult and advise with the President and the Board of Directors as to conducting the affairs of the Association.
ARTICLE VIII
INDEMNIFICATION
Any person made a party to any action, suit or proceeding by reason of the fact that he is, or was, a Director or officer of this Association against any reasonable expenses, including attorney’s fees, required by him in connection with any defense therein, and the Association will advance and provide all such expenses, except in relation to such matters was to which it shall be adjudged in such action, suit, or proceeding, that such officer or Director is liable for gross negligence of misconduct in the performance of his/her duties, and in such event any officer of Director who has received such expenses from the Association shall reimburse the Association for such advances.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended by a two-thirds vote of the voting membership at any meeting at which a quorum is present, providing that notice of the proposed changes have been submitted to all members of the Association at least thirty (30) days prior to the meeting.
ARTICLE X
RECORDS
The Association shall keep adequate and correct records of account and minutes of the proceedings of its member, Board and committees. The Association shall also keep a record of its members, giving their names and addresses and the class of membership held by each. The minutes shall be kept either in written form, or in any other form capable of being converted into written form. A copy of the Association’s Articles of Incorporation and of these Bylaws shall be kept at the Association’s principal office. All of these documents shall be open to reasonable inspection by the members and Directors of this Association.
ARTICLE XI
CORPORATE SEAL
The Board of Directors may adopt a corporate seal. The Secretary of the Association shall have the custody of the seal and affix it in all appropriate cases to all corporate documents. Failure to affix the seal shall not, however, affect the validity of any instrument.
ARTICLE XII
LIQUIDATION
The Association may be liquidated and dissolved on the two-thirds vote of the general membership. In the event of such liquidation, all funds remaining in the Association shall be devoted to pursuits consistent with the purposes of the Association, and no funds shall be repaid to any member of the Association.