ARTICLE I. NAME
The name of this nonprofit corporation is the American Academy of Thermology (hereinafter known as AAT), established in the State of Virginia.
ARTICLE II. PURPOSE
The purpose of the American Academy of Thermology is to advance the art and science of medical infrared imaging in medicine and research through educational, scientific, literary and professional activities.
ARTICLE III. MEMBERSHIP
Section 1.–Classes of Members.
The AAT shall consist of the following types of members who reflect its educational, literary and scientific goals:
(a) General member
(b) Student, Resident/Fellowship Member
(c) Senior Member
(e) Life Members (Limited Numbers)
Section 2.–Qualifications of Members.
(a) General Members should have an academic degree in science, medicine, or related fields, or significant experience in the field of thermology or any closely related field of medicine, biology, physics, or engineering. They should describe participation in practice or research related to thermography. Members pay dues as specified by the Board of Directors.
(b) Student/Resident/Fellowship Members must be enrolled in a full-time educational program, residency, or fellowship to be eligible for AAT Student/Resident/Fellow Membership. Verification of full-time enrollment or involvement must accompany the application and can be in the form of a letter from the department chief or other official document verifying status. Student Members will pay dues as specified by the Board of Directors.
(c) Senior Membership may be granted by majority approval of the Board of Directors to those who demonstrate substantial accomplishments in the field of thermology. Applicants must have been a Certified Member for at least two (2) years and have at least three (3) years experience in thermology. Additional Criteria for Senior Membership are delineated in the application for Senior Membership and are determined by the Board of Directors. Senior Members pay dues as specified by the Board of Directors.
(d) Fellowship of the AAT may be bestowed by majority approval of the Board of Directors on a Senior Member of the AAT who has contributed in a most distinguished fashion to the field of thermology. Individuals are nominated by existing Fellow Members and must be a Senior Member with Certification for at least one year before they are eligible for nomination. Criteria for AAT fellows will be established by the Board of Directors. Fellows will pay dues as specified by the Board of Directors.
(e) Existing Life Members may be “grandfathered” and remain continuing members of the AAT. Life Members have contributed to the AAT in the past and have satisfied AAT financial requirements.
(f) The status of Emeritus shall be conferred on those individuals qualifying for admission under these
Bylaws, the Rules and Regulations, Standards of Professionalism and policy statements as adopted by Board
of Directors. An Active Fellow who is retired and has reached the age of sixty-five (65) may be transferred to the status of
Emeritus with waiver of dues upon receipt of a written request to the Academy and approval by the Board of Directors.
Section 3.–Rights of Members.
Members of the Academy may participate in all of the benefits of the Academy however voting rights are limited to Life Members, Senior Members, and Fellows.
ARTICLE IV. BOARD OF DIRECTORS
The Board of Directors consists of the officers of the American Academy of Thermology chosen in the manner provided in Article IV, Section 3(a) of these By Laws, together with the elected Board members. Removal of any member can be made for due cause by 2/3 vote of the Board of Directors or at the discretion of the Academy’s Registered Agent. The Executive Director is a non-voting member of the Board of Directors.
Ex-officio members of the Board shall include the Executive Director of the AAT. Additional ex-officio members of the Board may serve if recommended by the Chairman of the Board and approved by majority vote of the Board of Directors. Ex-officio members do not have voting privileges and are present at the discretion of the Chairman of the Board.
Section 2.–The Officers.
The Officers of the AAT shall be the Chairman Of The Board, President, President-Elect, Vice-President, Immediate Past-President, Secretary, Treasurer, Executive Director, and its Registered Agent.
(a) Nominations for the officers of the AAT shall be selected from Members or Fellows of the AAT, or upon special approval of the Board from distinguished others by the Nominating Committee prior to the Annual Business Meeting and presented to the Board of Directors for approval. A ballot which includes this slate of candidates as well as a space for write-in candidates may be sent to all AAT voting members for election at least 30 days prior to the Annual Business Meeting. If said slate is sent to the voting members then completed ballots must be received in the AAT Executive Office at least one week before the Annual Business Meeting.
Alternatively in lieu of an election at the Annual Business Meeting the Academy may hold an electronic election for a new slate of Board of Directors after the Annual Business Meeting and before the end of the calendar year. In addition the Board, with the permission of the Academy’s Registered Agent, may approve a new slate of Board of Directors without holding an election of the voting membership. Finally, under special circumstances the Academy’s Registered Agent may forgo a vote by either the members or the Board and independently appoint a new Board of Directors. The new Board of Directors shall be announced to the Membership-at-large either at the Annual Business Meeting, after the completion of an Annual Electronic Election, or after the new slate has been established by one the alternate mechanisms described above.
(b) Board of Directors. Elected Board Members shall be at least 3 but not more than 9 in number. The members of the Board should be nominated to represent fairly the varying interests and activities and regional distribution of the Membership-at-large in the field of thermology. The Academy’s Registered Agent is a member of the Board of Directors by virtue of his title. The Executive Director is a non-voting member of the Board of Directors.
(c) AAT new board member nomination and approval process: 1. A potential candidate is identified and can be proposed by any board member. 2. The board member proposing the candidate should provide to the Nominating committee: candidate name, Contact information, biography/background, relationship to the candidate, rationale as to why the candidate would be a good board member (i.e. field of expertise, fundraising ability, diversity,etc). 3. The Nominating committee will make a determination to move forward or not. This can be either done in a committee meeting, or by email vote. They will also at this time make an initial assessment as to where the candidate can have the biggest impact for AAT. 4. Upon decision to move forward, the Nominating committee will ask the identifying board member to see if there is interest and make an introduction to the two (or more) committee members selected to meet with the candidate. 5. The committee members will then meet with the to further explain the mission of AAT, discuss interest in AAT and general background. No promise of board membership should be made at this time. 6. The interviewing committee members will report back to the full committee with a recommendation to nominate the candidate to the board or not. 7. Upon full committee review and discussion, the committee will vote on the recommendation. 8. Upon a majority positive vote, the candidate and their bio will be sent to the full AAT Board for consideration and approval.
(d) Chairman of the Board. The Chairman of the Board is a voting Director of the Board. The Chairman of the Board is elected by a majority vote of the Board Directors and sits at the pleasure of the Academy’s Registered Agent.
Section 4.–Terms of office and Tenure.
Terms of office. Except for the Chairman of the Board nominations for the positions of Board of Directors shall be selected from the General Members, Senior Members, Life Members, or Fellows of AAT. Board members shall be elected to two-year (2) terms or appointed to complete the unexpired portion of a former Board Member’s term in the event a vacancy occurs prematurely.
The tenure in office of Members of the Board of Directors and officers shall extend from and expire at the end of the Annual Business Meeting of the AAT, or after the completion of an Annual Electronic Election, upon the following terms of office:
(a) Chairman of the Board shall serve a three year term. Reelection is allowed without restriction.
(b) The President and President-Elect shall be elected to serve a two-year (2) term. At the end of this period the President-Elect becomes the President and serves a further two-year (2) term as President subject to the ascension provisions as stated below. The President may serve two (2) consecutive terms however the President-Elect may only serve one (1) term. If the President does serve two (2) consecutive terms then the Immediate Past President may remain a member of the Board upon request to the Board for the same. This request should be made to the Board at the start of the President’s second term and is subject to the Board’s approval.
(c) The Vice-President, Secretary, and Treasurer shall be elected for a two-year (2) term or until their successors are duly elected and qualified. They may be re-elected at the end of their terms of office.
(d) Any ascension of officers-elect requires an affirmative majority vote of the Board at the time they are to take on their new office.
(e) Other elected members of the Board shall serve a one -year (1) or two-year (2) term on the Board. Members may be appointed in the manner provided in Article IV, Section 5(c) of this By Laws to complete unexpired terms in order to ensure that the proper number of members of the Board retire annually as specified in Section 3(b & c).
Section 5.–Vacancies: How filled.
Nominations for vacancies created by expiring terms on the Board shall also be made by the Nominating Committee, or the Academy’s Registered Agent, prior to the Annual Meeting and presented to the Board of Directors for approval.
(a) Chairman of the Board. If the Chairman of the Board dies, resigns or becomes disqualified the Board of Directors, along with the consent of the Academy’s Registered Agent, shall elect a new one. The Academy’s Registered Agent also has the sole authority to appoint a new Chairman of the Board.
(b) The President. If the President dies, resigns or becomes disqualified in the first year of the term for which elected, the Vice-President shall succeed to the office vacated, with all the prerogatives and duties pertaining to the office. If the President dies, resigns or becomes disqualified in the second year of the term for which elected, the President-Elect shall succeed to the office vacated, with all the prerogatives and duties pertaining to the office.
(c) Other Officers. A vacancy caused by death, resignation or disqualification of any of the other officers or a vacancy in a contingency not herein provided shall be filled by action of the President. If the President and Vice-President, in the first year of the President’s term, are incapacitated, or if the President and President-Elect, in the second year of the President’s term, are incapacitated, a vacancy shall be filled by nomination from the Academy’s Registered Agent followed by approval by the Board of Directors, at any time or at the next Annual Business Meeting, at which time the vacancy or vacancies shall be filled in the usual fashion prescribed in Article IV, Section 3 of this By Laws for the unexpired portion of the term or terms.
(d) Board Members. If before the expiration of the term for which elected, a Member of the Board of Directors dies, resigns or becomes disqualified or a vacancy occurs in a contingency not herein provided, the President has the power to fill in the vacancy for the remainder of the vacated term.
(a) Only Voting Members or distinguished professionals approved by the Board, are eligible for election or appointment as an Officer or member of the Board of Directors of the AAT.
(b) No Officer or member of the Board may be an employee of a commercial business likely to conflict with the Mission of the AAT. They may, however, be employed in a non-exclusive and non-restrictive consulting capacity by commercial organizations. All Officers and members shall comply with the AAT Conflict of Interest policy.
Section 7.–Rights and Duties of Officers and Directors.
a) Chairman of the Board. The Chairman of the Board shall preside at all meetings and gatherings of the American Academy of Thermology and of the Board of Directors. The Chairman of the Board is empowered to ensure all operations of the Academy. The Chairman of the Board shall have the power to appoint qualified individuals or create special committees for particular purposes as appear needful from time to time. Such persons or committees should provide a report at the next meeting of the Board of Directors following their appointment.
The Chairman of the Board shall be an ex-officio member of all committees and has the right, but not the obligation, to participate in the proceedings of the committees. The Chairman of the Board may
appoint, with the approval of the Board of Directors, a qualified individual member to serve in a liaison capacity between the AAT and other professional organizations with a common interest; such appointment to be for a period of three (3) years unless the need for liaison is temporary and a shorter period of time is indicated.
(b) President. In the absence of or at the request of the Chairman of the Board the President shall preside at all meetings and gatherings of the American Academy of Thermology and the Board of Trustees. . The President shall perform such duties and exercise such rights as this Bylaws and Custom or parliamentary usage may require or as the Board of Directors shall direct.
The President shall be an ex-officio member of all committees except the Nominating Committee, and has the right, but not the obligation, to participate in the proceedings of the committees.
(c) Vice-President. In the case of the absence of the Chairman of the Board and President from meetings of the AAT, the Vice-President shall preside and shall also carry out such other duties as prescribed by the President.
(d) President-Elect. The President-Elect shall assist the President in the discharge of his duties.
(e) Past-President. The Past-President shall assist the President in the discharge of his duties.
(f) Secretary. It shall be the duty of the Secretary to:
(1) Make certain that the President, other officers and Board Members are informed about the various activities and their progress that affect the AAT.
(2) Attend the annual and special sessions of the AAT and present the records and documents of the AAT. The Secretary shall keep a correct and permanent record of the sessions and transactions of the AAT including registration of all Members and others who attend sessions of the AAT. The Secretary shall receive the reports of all committees and shall file them with the other transactions, subject to the order of the Board of Directors.
(3) Be the public custodian of record for the books, records, manuscripts, papers, correspondence and seal of the AAT. The Academy’s Registered Agent is responsible however for the physical custodianship of the books, records, manuscripts, papers, correspondence and seal of the AAT.
(4) Keep a current register of the members, none of whom shall be in arrears in dues or assessments. There shall be available a copy of the roster containing the names and addresses of the members of AAT in good standing alphabetically arranged. The Secretary may request the assistance of the Academy’s Executive Director in this capacity.
(5) The Secretary shall assure that the President has appointed a Nominating Committee prior to each Annual meeting or Annual Electronic Election. The Secretary shall receive from the Nominating Committee prior to the Annual Meeting their nominations for office in the AAT as well as for the Elected Members of the Board. The Secretary shall receive from the Membership and Nominating Committee the names of any person or persons recommended for Fellowship. The Secretary shall ascertain prior to the Annual Meeting or Annual Electronic Election the names and number of Members and Fellows who may be elected and inform the Board of Directors. The Secretary shall inform those persons elected to Membership or Fellowship of the election at or soon after the Annual Meeting or Annual Electronic Election and also inform the Treasurer of the appropriate dues to be paid. The Secretary may request the assistance of the Academy’s Executive Director in these duties.
(6) Conduct the correspondence and perform all other duties that usually pertain to the office of Secretary, and shall complete all business to be performed during the term of office and promptly hand over all documents and papers to the Secretary’s successor at the expiration of the term of office.
(f) Treasurer. The Treasurer shall:
(1) Be the custodian of all funds of every kind of the American Academy of Thermology and shall be accountable for their safekeeping. The Treasurer shall receive all fees, dues and assessments from applicants and members and all monies, including gifts, bequests, donations and grants belonging to the AAT and give the receipt therefore. The Treasurer shall promptly deposit all such monies in the name of the AAT in a satisfactory banking institution. The Treasurer shall, in like manner, keep a current true and correct record of all receipts and disbursements.
(2) Pay out money only for a proper purpose and as approved by the Board of Directors or by resolution of the AAT. All such payments shall be by check.
(3) The Treasurer shall execute a good and sufficient surety bond, as determined by the Board of Directors, and the premium therefore shall be paid by the AAT.
(4) Prepare a detailed report of all receipts and disbursements and of the financial condition of the AAT, and present the same to the Board of Directors and to the Annual Business Meeting of the AAT. The report with the books and vouchers shall have been audited by order of the President prior to the Annual Meeting.
(5) Faithfully perform the duties of office in the manner set forth and forthwith upon the expiration of the term of office, hand over to the successor in office all money, papers, record books, or other property belonging to the AAT.
(6) The Treasurer may request the assistance of the Academy’s Executive Director, accountant, or bookkeeper to complete the aforementioned responsibilities.
(g) Board of Directors.
(1) The Members of the Board of Directors shall carry out their duties laid down in this By Laws. They shall attend all meetings of the Board of Directors and of such committees to which they may be appointed. In addition, they shall carry out such other duties as may be assigned to them from time to time by the President or Board of Directors.
(2) Any Board Member who fails to discharge his official duty for a period of one (1) year shall be so officially notified by the Board of Directors. If there is no valid reason for such neglect, then the member may be removed by the Board of Directors and replaced in the manner prescribed in Article IV, Section 5(c) of this By Laws.
ARTICLE V. GENERAL POWERS
Section 1.–Voting membership.
In conjunction with the Academy’s Registered Agent, all legislative powers of the AAT, including the power to alter, amend or repeal the Bylaws is vested in and resides with the Fellows, Senior Members and Life Members voting at any Annual or Special Meeting. The Voting membership at any meeting shall have the power by resolution to create such Committees as it may deem advisable, provided only that the jurisdiction of such committees shall in no way conflict with the provisions of the ByLaws and the Academy’s Registered Agent.
Section 2.–Board of Directors.
The Board of Directors shall carry out mandates and policies of the AAT as determined by its Voting Membership. Subject only to the provisions of the ByLaws and to all resolutions and enactments of the Voting Members passed at any Session of any Meeting, Annual or Special, the Board has full and complete power and authority to perform all acts and to transact all business for and on behalf of the AAT. The Board shall have such other powers and duties as the Bylaws may elsewhere provide and as the AAT may, in addition, grant or dispose. The Board shall have the power to create such Committees as it may deem advisable.
Each current or former member of the Board of Directors (hereinafter “Board Member”), Officer, and Executive Director of the AAT shall be indemnified by the Corporation against liabilities, expenses, counsel fees and costs reasonably incurred in connection with or arising out of any pending or threatened action, suit, proceeding, or claim, in which he or she is a party and which is brought or asserted against him or her by reason of being or having been a Board Member, Officer, or Executive Director, to the extent and in the manner permitted by Virginia General Corporation Law. Unless directed otherwise all relevant legal matters should be addressed to the Academy’s corporate offices.
ARTICLE VI. MEETINGS AND EXECUTIVE SESSIONS
Section 1.–Meetings of the American Academy of Thermology.
The AAT shall hold a regular scientific meeting at such time and place as the President and Executive Committee for that session shall determine. At each such a meeting, there shall be held one or more general meetings at which the business and legislative affairs of the AAT shall be considered and acted upon. Any agenda items requiring the vote of the membership must be submitted to the Board of Directors for their review and approval prior to placement on the agenda. Prior to the Annual Business Meeting or Annual Electronic Election a Nominating Committee shall be appointed by the President.
The AAT may be called into special meeting at any time during the year by the Academy’s Registered Agent or President, or on the written request of three (3) members of the Board of Directors. In addition, special scientific sessions representing the various interests of members of the AAT shall be called from time to time as the Board of Directors deems necessary. Such meetings may be arranged at the request of any group within the AAT by application to the Academy Board.
Section 2.–Board of Directors.
The Board of Directors shall meet at such times immediately preceding, during or following an Annual Business meeting, Annual Electronic Election or special meeting as convened by the President. The President may call a special meeting of the Board at other times and must call a special meeting of the Board on the written request of the Academy’s Registered Agent or of three (3) members of the Board. The presence of at least one (1) officer and one-third (1/3) of the elected members of the Board will constitute a quorum as long as the number of elected Board of Directors members present equals or exceeds the number of officers present.
Section 3.–Rules of Order.
In the absence of any provisions in this ByLaws to the contrary, all meetings and general meetings of the American Academy of Thermology, of the Board of Directors, and any committee shall be governed by the parliamentary rules and usages contained in the then current edition of Robert’s “Rules of Order.”
Section 4.–Executive Session.
Executive session may be called at any time by the President. The session is attended by the Executive Committee, the elected Board members, and any other persons at the discretion of the President.
ARTICLE VII. COMMITTEES
Section 1. –The Standing Committees of the American Academy of Thermology shall include:
(a) Executive Committee
(b) Finance and Budget Committee
(c) Membership Committee
(d) Technical and Clinical Guidelines Committee
(e) Nominating Committee
Section 2.–Composition, Term and Appointment of Standing Committees.
(a) The Executive Committee shall consist of the President, the President-Elect, the Vice-President, Treasurer, Secretary, and immediate Past-President.
(b) The Finance and Budget Committee. The committee shall consist of a chairperson who shall be the Treasurer, the President, and the President-Elect for the duration of their terms as officers, and the past Treasurer for one year following the term in office, and other members as deemed appropriate by the President.
(c) The Membership Committee. The committee shall consist of a chairperson appointed by the President for a term of two (2) years and members appointed for staggered terms by the President for terms of three (3) years. One or more of these members shall be a General Member.
(d) The Technical and Clinical Standards Committee. The committee shall consist of a chairperson appointed by the President for a term of two (2) years and members appointed for staggered terms by the President for a term of three (3) years.
(e) The Nominating Committee shall be appointed by the President prior to each annual meeting. It shall consist of the immediate Past-President, one (1) other officer, two (2) Board members and one (1) of the members-at-large together with the President during the first year of presidency and the President-Elect during the second year of a presidency. Their term of office ends after the election is complete. The chairperson will be designated by the President.
Section 3.–Duties of Standing Committees.
(a) The Executive Committee shall have the following duties and responsibilities: (1) during the intervals between the meetings of the Board of Directors, to exercise such powers as may be delegated to it by the Board of Directors; (2) make recommendations to the Board of Directors as to matters of changes, extensions or revisions in AAT policy; (3) to receive and study reports of such committees as the Board of Directors may direct; (4) to act as an advisory body to the President; (5) to keep a record of its proceedings and report the same to the Board of Directors; and (6) to hold its meetings at such place or places as it may from time to time determine. In addition, the Committee may be called upon to meet at any time by the President.
(b) The purpose of the Finance Committee is to review details of the annual budget and financial statements and submit recommendations to the Executive Committee and Board of Directors for approval.
(c) The Membership Committee shall seek by all the means in its power to increase the membership of the AAT in all classes of membership. Successful applicants will be so informed shortly after acceptance, and their names shall be published for presentation to the General Membership. The Membership Committee shall review applications for advancement to Senior Membership from General Members and to Fellow Membership from Senior Members. The Membership Committee shall not have the authority to promote General Members to Senior Membership and Senior Members to Fellow Membership, but may recommend such action to the Board of Directors.
(d) The Technical and Clinical Standards Committee. The primary concern of the Technical and Clinical Standards Committee is the quality and content of any materials produced that directly relate to clinical standards, as well as producing technical bulletins. The Committee develops standardized approaches to performance measurements and other aspects of medical thermology. It also provides reviews of documents, manuals and standards produced by other organizations, government bodies, and individuals, especially as these documents relate to the physics, engineering, performance testing and clinical use of thermographic equipment. The Committee maintains liaison with other organizations developing standards for thermology.
(e) The Nominating Committee shall present at the appropriate meeting of the Board of Directors the names of Fellows or members whom it recommends and nominates for election to office or positions on the Board of Directors that are then vacant or will be vacant at the close of the annual meeting. After approval or notification of the nominations by the Board of Directors they shall then be presented to the voting membership by mail ballot. Election shall be by the largest number of valid votes cast.
ARTICLE VIII. FINANCES
Section 1.–Raising of Funds.
Funds for conducting the affairs of the American Academy of Thermology may be raised by:
(a) Such initiation fees and annual dues as are imposed on the members as determined by the Board of Directors.
(b) Such special assets as the American Academy of Thermology or Board of Directors may determine.
(c) Voluntary contributions, dues, bequests, and other gifts.
(d) Any other manner approved by the Board of Directors.
Section 2.–Fiscal Year.
The fiscal year of the American Academy of Thermology shall be determined by the Board of Directors.
Section 3.–Annual Dues.
All types of Members and Fellows, except for Life Members, shall pay annual dues in such sums as may be determined by the Board of Directors, which are due in advance, and payable each year. Assessments shall be due and payable on the date prescribed in the notice with respect hereto.
ARTICLE IX. DISCIPLINARY ACTION
The AAT reserves the right to discipline or dismiss a member for any misdemeanor or unethical behavior for which the Board may deem such action necessary.
Members will not receive membership services and benefits until payment of annual dues.
ARTICLE X. DISSOLUTION
Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, literary or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue Law, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the district court of the county in which the principal office of the Corporation is then located exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operate exclusively for such purposes.
ARTICLE XI. AMENDMENTS
Amendment of Articles I through VI and VIII through XI hereof may be made at any meeting, annual or special, by the vote of at least two-thirds (2/3) of the voting membership present or by mail ballot of the voting membership with approval of two-thirds (2/3) of the returned mail ballots. Such amendments must receive prior approval by simple majority vote of the Board of Directors and then must be approved by the Academy’s Registered Agent. The Academy’s Registered Agent shall also have sole authority to amend these Articles if necessary. When initiated by the voting membership a Notice of Proposed Amendment(s) should be sent by mail to the membership-at-large at least three (3) months prior to the vote.