Bylaws

Mission & Vision Statement

Policy on Nominating Committee Composition & Qualifications

Policy on Appointing or Replacing Members of the Nominating Committee

Policy on Accepting Nominations for BOD & President

Policy on Qualifications for Serving on the Board of Directors

Policy on Qualifications for Serving in the Office of President

Policy on Selecting Candidates for BOD & President

Policy on Annual Elections

Conflict of Interest Policy

Conflict-of-Interest Disclosure Form

Conflict-of-Interest Agreement and Acknowledgement Form

Bylaws 101

FAQ's

Bylaws for an organization are essentially a legally binding rulebook that governs its operations. You can think of them as an “operating manual,” or as the IRS defines them, the “operating rules” of an organization. So, bylaws are essentially a framework that guides the board’s actions and decisions by outlining how the organization will be run, the structure of its governance, and the procedures for handling various aspects of its management and administration.

A nonprofit’s bylaws are considered a legal document that dictates how the organization must be governed. When someone gets elected to the BOD of a nonprofit, such as the ASNM, they become a board member. BOD members have a lot of responsibilities, one of which is a duty to understand what’s in the bylaws, and what each and every provision means. Not only do BOD members have a duty to understand our bylaws, but we are also legally accountable for following them. This is not optional. Failure by a board to follow the stipulations outlined in the bylaws can have devastating consequences to the organization…and potentially even to the board members themselves. Since bylaws are such a big deal, it stands to reason that what they contain and how they are used should be taken extremely seriously. 

They contain high-level information about the structure and function of the ASNM. For example, the bylaws cover issues such as: organizational purpose, membership categories and rights, board structure, officer descriptions and responsibilities, terms of board service, officer/board member succession and removal, official meeting requirements, voting rights, and other legalese that complies with federal and state laws, and protects the ASNM. 

Bylaws tend to cover only the highest level of governing issues. So, they may state a rule regarding governance, but they generally don’t describe the process by which that rule is executed. That’s where P&P comes in. So, for example, the bylaws may say the president is elected by the membership. This brings up lots of questions: Who is qualified to be president? What’s the vetting process? When are elections? How are elections conducted? Etcetera. All of this detailed governance information goes into policies and procedures. 

Because bylaws are a legally binding document, it’s really important to have bylaws that 1) comply with federal and state laws, 2) are clear but not exceedingly detailed, and 3) are achievable… meaning that they capture doable practice patterns in terms of the how the society is run. We’ve been working on these bylaws for 5 years, and we’ve spent a lot of money on a really good attorney to advise us on state laws and best practices. Each state has different regulations concerning bylaws. The ASNM is incorporated in IL, so we follow IL state laws. So, one reason to update the bylaws is because we were out of compliance with IL state laws, and that needs to be fixed ASAP so we can govern the organization in accordance with the law. Another reason to update is to ensure our current practices are captured. Give example: nominations come from the membership committee. Finally, there are situations in which best practices are defined and widely accepted for nonprofit organizations (like ASNM), and our old bylaws were a significant deviation from these best practices. In conforming with the law, adopting standard best practices, and capturing relevant current practices, the ASNM is sort-of growing up as an organization and laying the groundwork for the future of our organization.

Honestly, the most important reason for you to vote on the bylaws change is we need a certain number of members to vote, or we can’t pass them. If we don’t pass them, we’ll have to go to court to get them changed, and that could potentially bankrupt the ASNM. When it comes to voting in general, we tend to have very low turnout. In order to change the bylaws, we need at least ~200 people to vote yes to approve adopting the newly proposed bylaws. That’s more votes than we get for most elections. So, please vote!! And, please, please ask around to other people who might be ASNM members and ask them to vote, too. We need every vote we can get. 

As I mentioned before, when I answered the question, “What is the difference between bylaws and policies and procedures?” bylaws tend to cover only the highest level of governing issues. Our attorney advised us to take a lot of information that was overly detailed and/or outdated, move it policies and procedures, and make sure it captured best practices. That’s exactly what we did. We now have detailed policies on:

  • How people are nominated for BOD & President
  • How Candidates for BOD & President are selected from the pool of nominees
  • Who serves on the committee that makes those selections, and how they are chosen
  • What the qualifications are for serving on the BOD & as President
  • How Annual Elections are conducted
  • There’s a Conflict of Interest policy
  • There’s an updated Mission & Vision Statement

All of these policies can be found on the ASNM’s website on the same page with the new and old bylaws. Also, we’re working on “Code of Conduct” and “Disciplinary Action” policies, which will replace the section of the old bylaws that dealt with the Ethics Committee process. These two policies we anticipate will be approved by the 2024 annual meeting this coming May, and will be posted on the website as soon as they are approved.

Per our attorney’s recommendation, we moved all of this to policies and procedures, which are a work in progress. Specifically, we’re working on “Code of Conduct” and “Disciplinary Action” policies, which will replace the section of the old bylaws that dealt with the Ethics Committee process. These two policies we anticipate will be approved by the 2024 annual meeting this coming May, and will be posted on the website and communicated to membership via standard channels as soon as they are approved.

Not really. All of the committees are the same. The only difference is we’ve added a new committee called the “Nominating Committee.” These folks will be tasked with accepting and reviewing all the nominations that come from the membership, and essentially whittling the pool down (if necessary) so that the number of people running for election is equals 2 times the number of open BOD positions. If you want to know more about this committee, it’s structure, etc., please check out the:

  • Policy on Nominating Committee Composition & Qualifications
  • Policy on Appointing or Replacing Members of the Nominating Committee

It’s very similar to the current process with some minor changes. There will be a call for nominations early in the year. You can nominate any other ASNM member to serve on the BOD or for President. Self nominations are not allowed. There will be no nominations accepted from the floor of the luncheon at the annual meeting. When the window for nominations has closed, the Nominating Committee reviews all nominations and selects 2 people that will be candidates for each open position on the BOD. So, if there are 4 open positions, 8 people will be selected to appear on the ballot. When elections open to the membership in the fall of each year, you would be able to vote for 4 of those 8 people. When elections close, the 4 candidates with the highest number of votes will win. The reason we whittle the number of nominees down is because 1) we tend to get a lot of nominations, and 2) very few of you participate in elections. So, if we have 14 people running for 4 open positions, people may win the election with very few votes. These new policies and procedures make the process fair and balanced.

I know you may have a lot more questions about the Nominating Committee, elections, and related processes. We want you to have full transparency, so we’ve posted the following policies on the website for you to review.

  • Policy on Qualifications for Serving on the Board of Directors
  • Policy on Qualifications for Serving in the Office of President
  • Policy on Selecting Candidates for BOD & President
  • Policy on Accepting Nominations for BOD & President
  • Policy on Annual Elections

According to the new bylaws, the power to make changes to the bylaws will be vested solely in the BOD. That being said, we are working on a policy that gives the BOD some guidance on how to consider changing the bylaws. We anticipate this will include establishing an independent advisory committee, which would consist of ASNM members, to provide input.

Giving the BOD sole authority to change the bylaws was something our attorney was absolutely insistent upon. If you think about the ASNM BOD like any other legislative body, members of the BOD are elected by the membership to govern the ASNM. In this role, BOD members are acutely aware of the needs of the ASNM and what must be done to ensure that our society thrives. BOD members have a lot of responsibilities, one of which is a duty to understand what’s in the bylaws, and what each and every provision means. Not only do BOD members have a duty to understand our bylaws, but we are also legally accountable for following them. So, it’s the literal job of the BOD to govern the ASNM, and that includes making sure our bylaws are compliant with governing laws and best practices. Members of the ASNM (general membership) don’t have these same duties, and may not have the same level of understanding when it comes to governance and bylaws.

Our Policies and Procedures were written with the goal of not having to revisit them on a regular basis. So, we anticipate this would be a rare occurrence. Nevertheless, we may find that some procedures aren’t working very well, or we may get feedback from the membership that there’s a better way to do something. The BOD will always consider input from the membership. If we identify a need to update policies, an ad-hoc committee would created to review the issues and develop a proposal for the update. The BOD would review this proposal and vote on whether to accept the update. If accepted, the new policy, or updated policy, will be posted on the ASNM website, and the entire membership will be informed through standard communication channels.

Contact ASNM

If you have questions about our services or would like to speak with a member from our staff, please connect with us.

The American Society of Neurophysiological Monitoring
PO Box 1488
Warrenville, IL 60555

Phone:
(331) 248.1699
Email: asnm@affinity-strategies.com

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