ARTICLE I – ORGANIZATION
Section 1. Name The name of this Corporate organization (which may hereafter be referred to as the “Board”) is American Board of Clinical Chemistry, Inc.
Section 2. Purposes and Ownership of Property. The American Board of Clinical Chemistry (ABCC) is a not-for-profit activity affiliated with the American Association for Clinical Chemistry, Inc., (the Association) as described in a separate “Agreement of Enhanced Cooperation between ABCC and the Association”. Its entire properties, assets, and facilities shall be devoted to supporting programs in certification of individuals in the practice of Clinical Chemistry, Toxicological Chemistry, and other clinical laboratory medicine disciplines. No member or officer of ABCC shall have any right to, or share, or interest in, any of the property or assets of ABCC, and no board member or officer shall be liable for any of the debts, liabilities, or obligations of ABCC, in the absence of fraud or bad faith.
Section 3. Management. Its Board of Directors shall manage ABCC. ABCC is subject to and will observe all American Association for Clinical Chemistry, Inc. policies, rules and procedures as modified by the “agreement for enhanced cooperation”.
Section 4. Bylaws. These bylaws, and any amendments made as described in Article VI, Section 1, shall become effective only after approval by the ABCC Board of Directors.
ARTICLE II – DIRECTORS
Section 1. Number and Qualification. The Board of Directors shall consist of not fewer than 9 or more than 25 persons.
Elected members must be Diplomates of the Board in good standing and listed in the directory of active Diplomates. The term of office for Directors shall be six (6) years.
(b) The Association Past-President will be an ex-officio member of the Board of Directors of the ABCC without vote and serve as the liaison to the Association’s Board of Directors.
Section 2. Appointment, Election, and Term of Office. The ex-officio member of the Board of Directors shall take office at the same time as he/she assumes his/her Association office. The elected Directors and Officers of the Board shall be elected annually at the Directors’ meeting held during the Association’s Annual Meeting. The term of office for Directors and Officers shall begin on January 1 after election, and end on December 31 of the final year in office, or when a successor has been elected and qualified – if later, or upon resignation.
Each nominating society designated by ABCC shall be invited to submit the names of at least two (2) qualified nominees for each vacancy on the Board of Directors; but the Board is not obligated or limited to filling any vacancy from among such nominees.
Directors shall be elected by written ballot, from among qualified nominees or other Diplomates of this Board, at the annual Meeting or any special meeting, whenever an eligible vacancy exists. Election shall require a majority vote.
Section 3. Duties. The Board of Directors shall be specifically charged with the duty of establishing and, from time to time, revising and enhancing the standards and rules and regulations for the profession of clinical chemistry and for the issuance of Certificates of Qualification and By-laws as may be amended from time to time. Such standards and rules and regulations shall not be discriminatory, but shall apply on an equal basis to all persons applying for Certification or inclusion in the directory of the Corporation, as the case may be.
Section 4. Vacancies. In the event of a vacancy occurring in the Board of Directors, the remaining Directors, by affirmative vote of a majority thereof expressed at a duly called meeting of the Directors, may fill such vacancy. A person elected to fill a vacancy is eligible to serve an additional full six (6) year term as a Director.
ARTICLE III – OFFICERS
Section 1. Officers Enumerated. The officers of ABCC and of its Board of Directors shall be a President, three (3) Vice-Presidents and a Secretary-Treasurer. The officers shall perform the functions and duties that customarily pertain to their respective offices and such other functions and duties as may, from time to time be assigned or designated. The President shall be the Chief Executive Officer of the Board. The term of office for President and Secretary-Treasurer shall be two years. The term of office for all other Officers shall be one year.
Section 2. Other Officers. The Board may, by resolution, appoint such other officers, as it shall deem necessary, who shall hold their offices for such terms and shall have such powers and perform such duties as shall from time to time be prescribed by the Board of Directors, or in these Bylaws.
ARTICLE IV – FINANCES
Section 1. Finances. The funds of the Board shall be deposited in accounts of the American Association for Clinical Chemistry, Inc. with such bank or banks, trust company(s), or other financial institutions as the AACC Board of Directors may from time to time designate. The fiscal year shall be from January 1st through December 31st inclusive.
Section 2. Fund Management. From funds available, the Board of Directors may authorize payment of costs associated with the operation of the Board. All monies received for the ABCC will be deposited by the Association and accounted for in restricted fund accounts as described in agreement(s) of enhanced cooperation between the Board and the Association. The income of the Board shall be derived from application and other fees and charges established by the Board, from gifts, grants, and contributions, and from such other sources and activities as approved by the Board of Directors. The funds, and their earnings, will be used only for purposes consistent with the mission of the Board and for its administrative costs.
Section 3. Members Reimbursement. Members and directors shall not be paid any salary or fee for service, but may be reimbursed, subject to the availability of funds, for actual and necessary expenses.
ARTICLE V – COMMITTEES
Section 1. Establishment. The Board of Directors may from time to time, by majority vote establish and discharge such standing committees as it deems appropriate; and shall prescribe their authority, duties and functions, and composition. The minimum standing committees shall be exam committees, continuing education committee and a credentials committee.
Section 2. Appointment and Authority. The chairperson and other members of each standing committee shall be appointed from among qualified persons (who need not be Directors), by the President of the Board with the advice and consent of the Directors. Any committee which consists exclusively of three or more Members and Directors may, unless otherwise provided in these By-Laws, exercise the authority and powers of the Board of Directors in the manner and to the extent provided for the resolution establishing such committee.
Section 3. Executive Committee. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate from among its members an Executive Committee, consisting of the President, three (3) Vice-Presidents, the Secretary-Treasurer and two (2) non-officer Directors selected annually by the non-officer directors. The President and Secretary-Treasurer of the Board of Directors shall be the President and Secretary-Treasurer of the Executive Committee. The Executive Committee shall have all authority of the Board, except it shall have no authority as to the following matters:
(a) The filling of vacancies on the Board or in any committee.
(b) The amendment or repeal of the Articles of Incorporation or these Bylaws, or the adoption of new Articles of Incorporation or Bylaws.
(c) The amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable or repealable.
All actions of the Executive Committee must be ratified at the next meeting of the Board of Directors. Any reference in these Bylaws to the Board of Directors shall include the Executive Committee unless the context or express provisions otherwise provide.
Section 4. Other Committees. The Board of Directors may designate from among its members additional committees, each of which shall consist of three or more Directors and shall have such authority as provided in the resolution designating the committee, except such authority shall not exceed the authority conferred on the Executive Committee.
Section 5. Board and Committee Action without a Meeting. The Board of Directors, the Executive Committee and any other committee of the Board may take any required or permitted action without a meeting if all members of the Board, Executive Committee or such other committee, as the case may be, consent in writing to a resolution authorizing the action and file such resolution and written consent with the relevant minutes of the Board, the Executive Committee or such other committee, as appropriate.
ARTICLE VI – MEETINGS AND CONDUCT OF BUSINESS
Section 1. Annual Meeting. The annual meeting of the Board for the election of Members and Directors and of officers, presentation of officer’s annual reports and the transaction of other business shall be held at the call of and at a location designated by the President. Notice of the annual meeting shall be provided to all Directors at least thirty (30) days prior to the meeting date.
Section 2. Special Meetings. Special meetings of the Board of Directors may be called, by the President or by a majority of the members of the Board of Directors, on the date and at a location designated by the President, or by such majority of the Directors; as the case may be. Notice of any special meeting shall be provided to all Directors at least fifteen (15) days prior to the meeting date, with information on the subject(s) to be considered.
Section 3. Location, Quorum, and Voting. Annual and special meetings may be held within or outside of the State of Delaware. A quorum for the transaction of business at any meeting shall be the majority of the Directors then in office. If fewer than that number are present, the presiding officer may adjourn the meeting for not longer than thirty (30) days to another date and place, under the same call for an annual or special meeting.
Unless otherwise specified by law, the Certificate of Incorporation, or these By-Laws, a majority of votes cast at any meeting at which quorum exists shall be required to take any action. Voting by proxy is not permitted in the conduct of any business of the Board.
Section 4. Conduct of Business at Meetings. The order and conduct of business at meetings of the Board shall be determined by Special Rules of Order adopted, from time to time, by the Board of Directors by two-thirds (2/3) vote. In the absence of such Special Rules of Order, or in instances or on matters not covered thereby, the provisions of Robert’s Rule of Order Newly Revised, latest edition available, shall apply if not inconsistent with the Delaware law, the Certificate of Incorporation, or these By-Laws. The special Rules of Order adopted by the Board of Directors may be suspended, and may be amended upon previous notice, by a two-thirds (2/3) vote.
Section 5. Alternative Conduct of Business. Business of the Board, including that of an annual or special meeting, and of committees of the Board established by the By-Laws or by the Board of Directors, may be conducted and action(s) taken by three (3) different means: (1) At meetings constituting an assembly of all participants, (2) at meetings consisting in whole or in part of electronic communication by one or more of the participants, and (3) by unanimous written agreement of all members of the Board of Directors or committee concerned.
Members of the Boards of Directors, or of a committee established by the By-Laws or by the Board of Directors, may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at such meeting, members thus participating in a meeting shall be counted in determining the existence of a quorum, and the provisions of Article VIII, Sections 1, 2, 3, and 4 pertaining to the conduct of business shall apply.
Business may also be conducted and action(s) taken without the holding of a meeting, if all members of the Board of Directors or committee, as the case may be, consent in writing to the action(s) to be taken. Such written consent may be on paper or may be submitted electronically. The unanimous written consents to the action(s) shall be filed with the minutes or record of proceedings of the Board of Directors or committee concerned.
ARTICLE VII – CERTIFICATION
Section 1. Certificates of Qualification. The Board of Directors shall have authority to issue or cause to be issued Certificates of Qualification or other forms of recognition, in clinical chemistry, toxicological chemistry or other disciplines in clinical laboratory medicine to voluntary applicants who have met the standards of the Board and have fully complied with all applicable requirements. Any person holding a valid, unrevoked Certificate of Qualification issued by this Board whether or not listed in the directory of active members shall be entitled to use the designation “Diplomate of the American Board of Clinical Chemistry” and the initials “DABCC” whenever professionally appropriate. Any such diplomate who continually complies with the standards and rules and regulations set forth by the Board (as amended from time to time) shall be listed in the directory of active members of the Corporation.
Section 2. Standards. The Board of Directors shall establish, maintain, and revise as necessary, standards, qualifications, and requirements for the granting and issuing of Certificates of Qualification and/or other forms of recognition of attainments and qualifications in clinical chemistry, toxicological chemistry, or other disciplines in clinical laboratory medicine. The Board shall also establish, maintain, and revise as necessary the directory of active diplomates. Eligibility for Certificate of Qualification is without residency requirements.
Section 3. Evaluations of Applicants. The Board of Directors shall prescribe or arrange for suitable means to evaluate the fitness, competence, and qualifications of persons seeking Certification by the Board and/or listing in the directory of active Diplomates. This function may be carried out, in part, by a Committee on Credentials and, in part, by the Committee on Examinations.
Section 4. Fees. The application, examination, continuing education, and other fees or charges relating to Certification and/or listing in the directory of active diplomates, and refunds thereof, shall be such as the Board of Directors may, from time to time, establish. The Board of Directors may also, from time to time, adopt or amend such implementing Rules and Regulations or procedures relating to fees, charges, refunds, and related matters, as it deems necessary.
Section 5. Active Status. Members that complete the required continuing education requirements as established by the Board of Directors as stated in the Standards (Article VIII) shall be referred to as “Active” members and so listed in the ABCC directory of active diplomates. Failure to meet the continuing education requirements will result in the diplomate being removed from the directory of active diplomates.
Section 6. Denial and Revocation of Certificates. The right to deny Certification and to suspend or revoke Certificates of Qualification, for cause, shall reside with the Board of Directors. Certificates issued by the Board are subject to revocation only for one or more of the following reasons: (1) Misstatement or misrepresentation, or concealment or omission, of the material fact or facts in an application or any other communication to the Board or its representative(s), which affects or affected the eligibility, qualification or competency of the applicant. (2) Conviction of an applicant for Certification or holder of a Certificate of this Board, by a court of competent jurisdiction, of a felony or of any crime involving, in the opinion of the Board of Directors, moral turpitude. (3) Issuance of Certificate contrary to or in violation of any of the laws, standards, rules, or regulations governing the Corporation, the Board and/or its Certification programs or other competency based programs at the time of such issuance. (4) Determination that person granted Certification was not in fact eligible to receive such Certification at the time of its issuance.
Action to suspend or revoke Certification may only be taken after at least thirty (30) days advance written notice of the nature of the charges or reasons for such proposed action has been given to the individual concerned and an opportunity for such individual to be heard by the Board has been provided by the Board.
ARTICLE VIII – STANDARDS AND REQUIREMENTS FOR CERTIFICATION IN CLINICAL CHEMISTRY, TOXICOLOGICAL CHEMISTRY OR OTHER CLINICAL LABORATORY DISCIPLINE
Section 1. Standards and Requirements. The standards, qualifications, and requirements for the granting of Certificates of Qualification in Clinical Chemistry, Certificates of Qualification in Toxicological Chemistry or Certificates of Qualification in other clinical laboratory medicine disciplines shall be promulgated in the form of “Rules and Regulations of the American Board of Clinical Chemistry for Certification in Clinical Chemistry”, “Rules and Regulations of the American Board of Clinical Chemistry for Certification in Toxicological Chemistry.” or other “Rules and Regulations of the American Board of Clinical Chemistry in other clinical laboratory medicine disciplines” ( hereafter referred to as “Rules and Regulations”). The provisions of those documents together with applicable provisions of the Certificate of Incorporation and these By-Laws (all of which may be amended from time to time) shall govern, regulate, and control the granting of Certification in Clinical Chemistry, in Toxicological Chemistry or other clinical laboratory medicine disciplines by this Board. The “Rules and Regulations” shall include provisions requiring individuals granted Certification to be of good moral character and of high ethical and professional standing, to have satisfactorily documented fulfillment of the specified educational and professional experience qualifications, and to have performed satisfactorily in examination(s) administered by or on behalf of this board. The “Rules and Regulations” may also include, but need not be limited to, standards and requirements for eligibility of applicants, nature and contents and evaluation of examinations, the demonstration of continuing professional competency and other substantive or procedural requirements as determined by the Board of Directors.
Section 2. Adoption and Amendment of Standards and Requirements. The authority to promulgate, amend, or repeal the “Rules and Regulations” is reserved to the Board of Directors and shall not be exercised by the Executive Committee or any other committee(s) of the Board. Adoption and revision of the Rules and Regulations shall require a two-thirds (2/3) vote and previous notice.
ARTICLE IX – SEAL AND INSIGNIA
Section 1. The Board shall have a corporate seal of such design as the Board of Directors may adopt. The Board may also have and employ such other insignia and devices as the Board of Directors may, from time to time, adopt.
ARTICLE X – AMENDMENTS TO THE BY-LAWS
Section 1.These By-Laws may be amended, altered, or repealed, in whole or in part, by a two-thirds (2/3) vote of the Members and Directors present at a duly organized meeting of the Board of Directors, provided the proposed changes have been submitted to each Member and Director at least thirty (30) days prior to the meeting at which such changes are to be considered; or by the unanimous written consent of all members of the Boards of Directors. These By-Laws will become effective upon approval by the Association’s Board of Directors.
By-Laws approved by the ABCC Board of Directors December 28, 2001