GAED Bylaws

Gulf Association of Endocrinology and Diabetes

BYLAWS

CHAPTER I

NAME AND PURPOSE

Section 1. Name and Inclusion

This organization shall be known as the Gulf Association of Endocrinology and Diabetes (”hereinafter referred to as the “Association”).

The Association shall include only the Arabian Gulf Countries namely: Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and United Arab Emirates.

Section 2. Purpose.

The purposes for which the Association is organized, which shall continue to be the purposes of the Corporation until and if the same be amended pursuant to the provisions of Dubai Association Center, Dubai Chamber Not for Profit Corporation Act, and which shall include the authority of the Corporation to transact any lawful business for which a corporation may be incorporated under the Dubai Chamber Not for Profit Corporation Act are as follows:

The purposes for which the Association is organized and operated shall be to operate solely within the exemption provided for by the rules and regulations of Dubai Association Center, Dubai Chamber, and any amendments thereto, including for such purposes, the making of distributions to organization, namely:

A. To ensure optimal care and the highest standard of practice for patients with endocrine diseases, diabetes, and related metabolic disorders in the Arabian Gulf Countries.

B. To serve as a representative voice for and to the physicians treating patients with endocrine diseases, diabetes, and related metabolic disorders.

C. To serve as a resource for the development of policy within the Association concerning endocrine disease.

D. To have all of the powers conferred upon Associations organized under Dubai Chamber Not for Profit Corporation Act.

Section 3.

No part of the net earnings of the Association shall inure to the benefit of, or be distributed to its members, trustees, directors, offices or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions according to approval of concerned authorities in the board (see below). No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 4.

Notwithstanding any other provision of these Articles, the Association shall not carry on any other activities not permitted to be carried on by a corporation or organization under the jurisdiction of Dubai Chamber.

CHAPTER II

MEMBERSHIP

Section 1. Eligibility.

All health care professionals in good standing and licensed to practice medicine in any country, and involved in the care of patients with diabetes and endocrine disorders shall be eligible for membership in the Association subject to the below rules and regulations.

Section 2. Classes of Members.

The formation of, or membership in any category of the Association shall not be denied or abridged because of sex, color, creed, race, religion, disability, ethnic origin, national origin, or sexual orientation, or for any other reason unrelated to character or competence. Nor shall membership in any category of the Association be denied to any person who meets the requirements for membership as set forth in these bylaws. In considering applicants for membership, information as to the character, ethics, professional status and professional activities of the individual may be considered. The qualifications for membership in the respective classes are:

a) Active Membership. The qualifications for admission to active membership in the association shall require that the applicant be a physician (MD, DO, or foreign equivalent) who has an active, unencumbered license to practice medicine in any of the six Gulf Countries (Bahrain, Kuwait, Oman, Qatar, Saudi Arabia, United Arab Emirates) and is engaged, at least 50 percent (50%) of his/ her work time, in the treatment of patients with diabetes and endocrine diseases, or involved in research or educational activities related to Endocrinology and Diabetes. Each active member shall have the right to hold office, vote on common Association matters, and serve in committees. To hold office, the candidate should be a licensed endocrinologist in good standing and serve in the board of directors for two years before becoming an officer. The annual fee for this membership class shall be 250 DHS or equivalent.

b) Associate Membership. The qualifications for admission to associate membership in the Association shall require that a physician be certified endocrinologist practicing outside GCC countries / enrolled in a postgraduate training program in Endocrinology/ Diabetes. Certified/ registered allied health care professional in fields related to Endocrinology/ Diabetes/ Metabolic Disorders and is engaged in the treatment or investigation of patient’s endocrine diseases. Health care practitioners satisfying the above criteria and working in and out of the above-stated GCC Countries are eligible for this category of membership. Associate members may not vote on common Association matters, function in the office or be a director. Associate members can be members of committees. The annual fee for this membership class shall be 100 DHS or equivalent.

a) Affiliate Membership: The qualifications for admission to affiliate membership in the Association shall require that a physician be enrolled in a postgraduate residency training program in Internal Medicine or Pediatrics or be enrolled as a student in an accredited medical school. Affiliate members may not vote, hold office, be directors, or serve on committees. The annual fee for this membership class shall be 150 DHS or equivalent.

b) Honorary Membership. Honorary membership may be conferred by the Board of Directors upon such persons who have provided distinguished service to the Association or to the endocrinology community. Honorary members shall not be required to pay any dues or assessments and shall not have the right to vote, to hold office or be a director, but may serve on committees.

c) Inactive Membership. Inactive membership maybe extended to former active members who are not at the time in active practice, or are confronted by unusual, personal extenuating circumstances as judged by the Association Board of Directors. A member may not remain in this category for more than two years, after which the member must reactivate the membership or resign. Inactive members are not required to pay dues or assessments, and may not vote, hold office, be a director, or serve on committees.

d) Emeritus Membership: Active members who have reached age 65 and have retired from practice and who have held continuous membership in good standing in the Association for ten (10) previous years may apply for Emeritus status. Emeritus members may vote, hold office, be a director, and serve on committees. Emeritus members pay no dues but retain all rights to active membership.

e) Retired Membership: Retired Membership in the Association requires that a physician must have reached the age of 65 and be retired from clinical practice, but otherwise qualified for active membership in the Association within the previous five (5) years. Retired members may vote, hold office, be directors, and serve on committees. Retired members pay reduced dues as determined by the Board of Directors and retain all rights of active membership.

Section 3. Termination of Membership. Any members may be disciplined or expelled for conduct, which in the opinion of the Association Board of Directors is detrimental to the best interests of the association. Expulsion shall require a two-thirds vote of the total members of the association Board of Directors, present at a meeting. The members against whom the charges are proffered shall be afforded an opportunity to be heard pursuant to such reasonable procedures as provided by the Association Protocol for Addressing Member Complaints.

Section 4. Reinstatement of Members. A person whose membership has been terminated may be reinstated upon approval by the association Board of Directors following comprehensive study of the case.

CHAPTER III

MEETINGS

Section 1. Annual Meeting. The Association shall hold an annual meeting, open to all members and invited guests, at a time and place designated by the by the Association board of Directors. The purpose of meeting shall be to elect Association Officers and Board of Directors members, present education programs, and to transact other business that may come before the Association.

Section 2. Special Meetings. Special meetings of the association may be called at any time by the Association President, or Chair, after consultation with the Board of Directors or upon written request of not less than twenty percent (20%) of the membership.

Section 3. Notice of Meeting. A written or printed notice stating the place, day and hour of any Association meeting shall be sent to each member of the Association not less than thirty (30) days before the date of the meeting. In the case of special meetings, the purpose or purposes of the meeting shall be stated in the notification and no other business shall be transacted except that stated in the call.

Section 4. Quorum. At any meeting of the membership of the Association, a majority of the members present and voting at such meeting shall constitute a quorum for the transaction of business.

CHAPTER IV

BOARD OF DIRECTORS

Section 1. General Powers. The property and affairs of the association shall be managed by the Association Board of Directors. The Board of Directors shall include at least one member from each member country.

Section 2. Composition. The Association Board of Directors shall consist of: the officers of the, Association, four members of the Association at large, and one member appointed by the association President.

Section 3. Election and Term of Office. The Association Board of Directors shall be elected by the members of the Association present and voting at each annual meeting of the Association and shall serve for three (3) years. No elected director shall serve for more than a maximum of two (2), three (3) year terms for a maximum of six (6) years unless first elected to fill an unexpired term. In this case, if the remaining portion of the unexpired term is one (1) year, the candidate is eligible for two (2) full three (3) year terms in addition for a total of seven (7) years maximum of service. If the unexpired term is two (2) years, only one (1) three- year term may be served for a maximum of five (5) years.

Section 4. Vacancies. A vacancy on the Association Board of Directors may be filled by action of the members of the Association Board of Directors at any of its meetings. The individual so appointed to fill a vacancy shall serve for the unexpired term of his/her predecessor.

Section 5. Meetings. Meetings of the Association Board of Directors may be called by the Association President, who also serves as Chair of the Association Board of Directors, or at the request of a majority of the Association Board of Directors members. The President shall fix the place for holding all meetings unless otherwise directed by the Association Board of Directors. The Association Board of Directors shall meet at least THREE times each year.

Section 6. Notice. A written or printed notice stating the place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be sent to each Association Board of Directors member not less than thirty (30) days before the date of the meeting.

Section 7. Quorum. A majority of the members of the Association Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Association Board of Directors.

CHAPTER V

OFFICERS

Section 1. Officers. The officers of the Association shall consist of the President, President Elect, the Secretary, the Treasurer and the Immediate Past President.

Section 2. Election and Term of Office. The term of office shall be for one year and the association Officers shall be elected by the members of the Association at an annual meeting.

Section 3. Vacancies. If a vacancy in an office occurs, it shall be filled by action of the members of the Association Board of Directors at any meeting of the Association Board of Directors.

CHAPTER VI

DUTIES OF OFFICERS

Section 1. President. The President of the Association shall be the chief elected officer of the Association and shall in general supervise and direct the business and affairs of the Association, subject to the direction and control of the Association Board of Directors. The Association President shall serve as Chairman at all meetings of the membership and of the Association Board of Directors. The Association President, in consultation with the Association Board of Directors and committee chairs, shall appoint the members of all standing and ad hoc committees of the Chapter.

Section 2. Immediate Past President. The Association Immediate Past President shall assist the Association President in the discharge of the duties of the Association President as the Association President may direct, and shall perform such duties as from time to time may be assigned by the President. In the absence of the President, the Immediate Past President shall perform the duties of the Association President.

Section 3. President Elect. The Association President Elect shall perform duties as from time to time may be assigned by the President or by the Board of Directors.

Section 4. Secretary. The Association Secretary shall:

(a) Notify all members in advance of all Association member meetings;

(b) Keep a record of the proceedings of all Association annual meetings and the meetings of the Board of Directors.

(c) Otherwise, perform the duties expected of the Association Secretary.

Section 5. Treasurer. The Association Treasurer shall:

(a) Oversee the collection and retention of all funds due or accepted by the Association;

(b) Expend the funds under the direction of the Association Board of Directors;

(c) Submit to the Board of Directors an annual financial report;

(d) Arrange for an audit of the financial records (if necessitated);

(e) Otherwise, perform the duties expected of Treasurer.

CHAPTER VII

COMMITTEES

Section 1. Establishment and Composition. Committees maybe established by resolution of the Board of Directors, adopted at any duly called and constituted meeting. The size, purposes and powers of any such committee shall be as provided in such resolution. The Association President shall, in consultation with the Board of Directors, appoint the members of each such committee, the chairman of each committee, and any subsequent vacancies. All standing committee appointments must have the approval of the Board of Directors. A member may be removed from any committee by the Association President, whenever, in the judgment of the Association President and Board of Directors the best interests of the Association shall be served by such termination.

Section 2. Length of Term on Committees. The length of the term of members of all committees shall be determined by the Association Board of Directors.

Section 3. Reporting. All Association committees shall report to the Association Board of Directors.

Section 4. Nominating Committee. The Nominating Committee shall consist of the current Association President, the two Immediate Past Presidents of the Association and two members selected by the Association Board of Directors. The Nominating Committee shall present to the Association

Board of Directors its nominations for each office at least 30 days in advance of the annual meeting of the membership of the Association. The Association Board of Directors will present the nominations to the membership at the annual Association meeting.

Section 5. Ad Hoc Committees. All ad hoc committees and task forces shall be established by the President at the direction of, or with the approval of, the Association Board of Directors. All such committees shall have only such authority as delegated by the Association Board of Directors and may make recommendations to the Board for establishment of Association policy.

Section 6. Standing Committees. All standing committees shall be established by the President at the direction of, or with the approval of, the Association Board of Directors. All such committees shall have only such authority as delegated by the Board of Directors and may make recommendations to the Board for establishment of Association policy.

CHAPTER VIII

DUES AND ASSESSMENTS

Dues and Assessments. (a) The Association Board of Directors, shall review the dues for all categories of membership and determine if there will be dues assessed to the membership. Recommendations for dues changes by the Board of Directors shall be approved by majority vote of the Association Membership in attendance at the Annual Meeting.

(b) Dues are due and payable on January 1 of each calendar year or as prescribed by the Association Board of Directors. Members will be sent a reminder of unpaid dues sixty (60) days after the due date. Members whose dues remain unpaid ninety (90) days after the due date are considered delinquent and will be notified of the delinquent status and informed that their membership benefits have been discontinued until such time as the dues are paid. Members whose dues remain unpaid after six (6) months from the due date (January 1st) will be dropped from membership.

CHAPTER IX

REPORTING

The Association shall make available upon request to the Dubai Association Center, Dubai Chamber a report that includes:

(a) A statement of income and expenses signed by a duly-authorized Association Officer (usually the Secretary and the treasurer);

(c) A summary of Association activities for the previous and forthcoming twelve-month period.

CHAPTER X

ASSOCIATION AND NATIONAL RELATION

Neither of the Association officers, or members, is authorized to represent or in any way have National/ International legal relation, nor will any of them in any way hold themselves out as being authorized to do so without specific authorization of the Association Board of Directors. Any major new policy statements by the Association shall be developed in consultation with the Board of Director and approved at the annual association meeting.

The President or Association Chair will:

(a) Coordinate with the Association in membership recruitment;

(b) Serve as an Association liaison representative to the Association;

CHAPTER XI

INDEMNIFICATION

To the full extent permitted by law, the Association will indemnify any and all of its officers, Board of Directors, and committee members for certain expenses and other amounts paid in connection with legal proceedings in which any such person becomes involved by reason of serving in any such capacity with or for the Association. The Association may purchase and maintain insurance on behalf of any or all officers, Board of Directors, or committee members against any liability asserted against any such person, and incurred in any such capacity, whether or not the Association would have the power to indemnify them against such liability under the provisions of this bylaws.

CHAPTER XII

ETHICS AND CONFLICTS OF INTEREST

Members of the Association are expected to exhibit high ethical and moral standards. Each officer of the association, and member of the Board of Directors, recognizes he or she has an affirmative duty to avoid conflicts of interest that may occur during their tenure:

A) Any duality of financial interest or possible direct or indirect conflict of interest on the part of any member of the Board of Directors shall be disclosed to all other members. Members can join any other associations and take officers role provided the members of the GAED association are only notified.

B) Any member of the Board of Directors having a duality of interest or possible conflict of interest on any matter shall not vote or use his or her personal influence on the matter, and shall not be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made, by whom, the abstention from voting and the quorum situation.

C) The Association shall not enter into any agreement with a member of the Board of Directors for goods, services, or facilities. Such prohibition shall extend to the family of any member, to any firm owned or controlled by any member, and/or any member of his or her immediate family.

CHAPTER XIII

AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be adopted by a two-thirds (2/3) vote of the voting members present at the annual meeting of the Association, provided that written notice of the proposed change or changes has been mailed to each voting member at least thirty (30) days before the date of the meeting.

CHAPTER XIV

Upon dissolution of this Association, its assets (after payment of all debt and other liabilities) shall be distributed to such nonprofit corporations or other organization recognized as tax- exempt pursuant to rules and regulations of Dubai Chamber for non- for-profit organizations, provided that any such corporation or organization is devoted to medical research, scientific or other purposes related to the practice of endocrinology, and is designated as a recipient of such assets by a majority of the Board of Directors of the Association holding office at the time of the dissolution.

CHAPTER XV

Editor-in-Chief

The Editor-in-Chief appointed by the board of directors for the association journal, Journal of Diabetes and Endocrine Practice, is the publication’s editorial leader who has the responsibility for its operations and policies. The Editor-in-Chief appoints the associate editors and editorial board, approving the publication’s layout, design, style, writing editorial pieces to contribute to the publication, making final decisions about which cases, articles and photographs to publish and attending meetings with the publisher or publication board to discuss issues and plans for the publication. The Editor-in-Chief is not a member of board of directors but will be asked to attend the board meeting upon request of the board. The term is 3 years. A written contract between the association and editor-in-chief detailing his duties and the financial remuneration will be mutually signed.