The National Association of Chronic Disease Directors
10 July 2019
Proposed Bylaws Approved by the NACDD Board of Directors
The National Association of Chronic Disease Directors
ARTICLE 1 – Name and Address
The Name of the Association shall be: The National Association of Chronic Disease Directors (NACDD).
The principal location and address of NACDD is 325 Swanton Way, Decatur, Georgia, 30030. NACDD may have other such offices, either within or outside the District of Columbia as the Board of Directors may authorize from time to time.
ARTICLE 2 – Membership
Section 1. Qualifications:
Section 1.a. Representative Members:
Representative membership shall be open to one Chronic Disease Program representative who is an employee of the health department of a state, commonwealth, territory, district or possession of the United States. Representative members have voting privileges at the annual or special membership meetings, may serve as officers and directors of NACDD and may serve on committees, councils, or any group so designated by NACDD.
Section 1.b. General Members:
General membership shall be open to other health department employees who work with chronic disease prevention and control programs, including, but not limited to staff in health promotion and education, epidemiology, maternal child health, oral health, injury, immunization, communicable or non-communicable diseases and/or risk factors from any state, commonwealth, territory, district or possession of the United States, in addition to the representative to NACDD who is serving as the representative member from that jurisdiction. General members may serve as officers and directors of NACDD and may serve on committees, councils or any group so designated by NACDD.
Section 1.c. Associate Members:
Associate membership may be subject to Board approval and is open to individuals, organizations, or companies who meet the criteria below. Associate members may not serve as officers of NACDD but may serve as directors-at-large or as members of NACDD committees, councils or any group so designated by NACDD.
Individual Associate Membership, includes, but is not limited to:
Professional – Individuals interested in the area of public health chronic disease prevention and control but who are not employed at health departments of states, commonwealths, territories, districts or possessions of the United States.
Student – Individuals enrolled as full-time (minimum 12 credit hours) students in public health or allied field.
Retired – Individuals retired from the practice of public health, but who remains committed to the purposes of NACDD.
Organizations or Companies – Entities who have demonstrated they have an interest in the area of public health chronic disease prevention and control. These entities must not be listed in sam.gov as an entity who should not be awarded federal funds.
Section 2. Cessation of Membership:
Section 2.a. Representative Member:
A Representative Member ceases to be a Representative Member upon cessation of employment at the health department of the state, commonwealth, territory, district or possession of the United States. The Board of Directors may also terminate membership if it determines that a Representative Member no longer supports the purpose of NACDD, and will notify the Representative Member of the termination.
Section 2.b. General Member:
A General Member ceases to be a General Member upon cessation of employment at any health department of any state, commonwealth, territory, district or possession of the United States. A General Member also ceases to be a General Member if the Board of Directors determines that the General Member ceases to support the purpose of NACDD and notifies the General Member of the termination.
Section 2.c. Associate Member:
An Associate Member ceases to be an Associate Member if the Board of Directors determines that the Associate Member ceases to support the purpose of NACDD and the Board notifies the Associate Member of the termination.
Section 3. Fiscal Year Membership Meeting:
An annual business meeting of the Representative Members of NACDD (the “Annual Membership Meeting”) shall be held at such time and place as fixed in advance by the Board for the purpose of electing officers and directors-at-large and transacting any other business that may properly come before the Representative Members. Written notice of each Annual Membership Meeting shall fix the time and place of the Annual Membership Meeting and, if deemed appropriate by the Board, the purpose or purposes thereof, and shall be given to each Representative Member, in the manner provided by these Bylaws, at least ten (10) but no more than sixty (60) days before such meeting. A duly executed waiver of notice thereof may also fix the time and place of any Annual Membership Meeting of the Representative Members.
Section 4. Special Meetings:
Special meetings of the Representative Members may be called by the Board or by the President of NACDD or, at the written request of twenty-five percent (25%) or more of the Representative Members, shall be called by the President on behalf of the Members. Written notice of each special meeting shall fix the time and place of the special meeting and, if deemed appropriate by the person or persons by whom or at whose request the special meeting is being called, the purpose or purposes thereof, shall be given to each Representative Member, in the manner provided by these Bylaws, at least ten (10) but no more than sixty (60) days before such meeting. A duly executed waiver of notice thereof may also fix the time and place of any special meeting.
Section 5. Voting; Proxies:
At all meetings of the Representative Members, 20 (twenty) Representative Members, represented in person or by proxy, shall be necessary and sufficient to constitute a quorum for the transaction of business. Each Representative Member shall have one vote. A vote of the majority of the Representative Members, represented in person or by proxy, at any meeting at which a quorum is present, shall be the act of the Representative Members, except as otherwise provided by these Bylaws or by the District of Columbia Nonprofit Corporation Act(the DC Nonprofit Corporation Act). Members may vote by proxy executed in writing or electronically by such Representative Members. A proxy shall be valid for 11 months unless a longer period, which may not exceed 3 years, is stated in the proxy. Every proxy shall be revocable at the pleasure of the Representative Member that executed it. Voting on all matters may be conducted by mail ballot. If a quorum is not present at any meeting, the Members present at such meeting may adjourn the meeting from time to time, without notice other than an announcement at the meeting, until a quorum shall be present.
Section 6. Presiding Officer(s):
The President of NACDD shall preside at all meetings of the Representative Members. At any Representative Membership meeting, if the President is not present, the President-Elect shall preside at the meeting. If the President or the President-Elect is not present, the Board shall appoint a presiding officer for such meeting.
Section 7. Participation by Means of Communications Equipment:
Any one or more Representative Members may participate in a meeting of the Representative Members by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
Section 8. Written on Electronic Ballot:
Any action that may be taken at any annual, regular, or special meeting of Representative Members may be taken without a meeting if NACDD delivers a written or electronic ballot to every Representative Member entitled to vote on the matter. All matters relating to the use and counting of such ballots shall be in accordance with the DC Nonprofit Corporation Act.
ARTICLE 3 – Dues and Fiscal Year
Section 1. Dues:
It shall be the responsibility of the Board of Directors to establish and review annual dues structures for all classes of members. The Board of Directors may determine that any member who has not paid dues will forfeit membership in NACDD.
Section 2. Fiscal Year:
Fiscal year shall be October 1 to September 30.
ARTICLE 4 – Board of Directors
Section 1. Composition and Responsibilities:
There shall be a Board of Directors consisting of the five officers (president, president-elect, secretary, treasurer, immediate past president) of NACDD and up to fourteen at-large directors as determined by the Board of Directors. No more than 20 percent of the at-large members of the Board shall be Associate Members. The Board of Directors shall determine and establish special and ad hoc committees and appoint members of NACDD committees. The Board of Directors may establish and maintain working relationships with other organizations consistent with the purposes of NACDD.
Section 2. Ex Officio Directors:
The President may appoint representatives from related affiliates/agencies or other individuals by virtue of their position as ex officio directors, upon the approval of the Board of Directors. The ex-officio appointments end with the term of the appointing President. All ex-officio directors do not have the right to vote.
Section 3. Unanimous Consent:
Any action required or permitted to be taken at any meeting may be taken without a meeting if all directors consent in writing to the taking of such action. Such written consents shall be filed with the minutes of the Board of Directors. Consents may be sent by mail, by facsimile or by electronic mail.
Section 4. Meetings:
Meetings of the Board, regular or special, may be held within or outside the District of Columbia upon not fewer than two (2) days notice to each officer and director, either personally or by mail, facsimile, or e-mail, subject to waiver of notice as provided in the DC Nonprofit Corporation Act. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting. Regular meetings shall be held at least once each year, or more often as established from time to time by resolution of the Board, or as required by the business of NACDD. Special meetings of the Board may be called by the President at any time and shall be called by the President upon the written request of a majority of the officers and directors then in office.
Section 5. Quorum:
A majority of the officers and directors then in office shall constitute a quorum for the transaction of business. The act of the majority of the officers and directors present at a meeting at which a quorum is present shall be the act of the Board. If a quorum is not present at any meeting of the Board, the officers and directors present may adjourn the meeting without notice other than announcement at the meeting, until a quorum shall be present.
Section 6. Participation by Means of Communications Equipment:
Any one or more officers or directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
ARTICLE 5 – Executive Committee and Officers
Section 1. Composition of Executive Committee:
Executive Committee – shall consist of the president, president-elect, secretary, treasurer and the past president. The Executive Committee may exercise all of the powers and authority of the Board of Directors during periods between routinely scheduled meetings of the Board of Directors. However, the Executive Committee shall have power or authority to:
• Amend the Articles of Incorporation;
• Adopt an agreement of merger or consolidation;
• Recommend to the Representative Members the sale, lease or exchange of all or substantially all of NACDD’s property and assets;
• Recommend to the Representative Members a dissolution of NACDD or revocation of a dissolution;
• Amend these Bylaws;
• Or authorize the expenditure of funds not previously approved by the Board of Directors;
• All actions of the Executive Committee must be reported to the Board of Directors at the next regular or special meeting of the Board of Directors.
Section 2. Officers:
The five officers of NACDD shall be a president, president-elect, secretary, treasurer, and past president.
Section 3. President:
The president of NACDD shall serve for one year and shall preside over the meetings of NACDD, the Board of Directors and the Executive Committee. The president serves as the volunteer leader and spokesperson for NACDD. S/he assures that the Board of Directors fulfills its responsibilities for governance and strives to achieve the mission of NACDD. The president assumes office at the annual business meeting and serves for a one-year term.
Section 4. President-Elect:
The president-elect shall be elected for a period of one year and will automatically become president at the end of the current president’s term. The president-elect will preside in the absence of the president. The president-elect serves to provide future continuity of programs, goals, objectives and strategic direction of NACDD. S/he acts in place of the president as requested. The president-elect takes office at the annual business meeting and serves for one year. The year as president-elect is a year to be mentored by the president and past president and serves as a learning period.
Section 5. Secretary:
The secretary ensures appropriate minutes are recorded, distributed and posted for all meetings of the Membership, the Board of Directors and the Executive Committee and that all official records of NACDD are maintained. The secretary assumes office at the annual business meeting and serves for a two-year term.
Section 6. Treasurer:
The treasurer serves to maintain the funds of NACDD, review all appropriate financial records, and monitors disbursement of funds in accordance with approved Association policy. The treasurer also serves as a voting member of the Finance Committee but may not serve as Chair. S/he assumes office at the annual business meeting and serves for a two-year term.
Section 7. Past President:
The past president serves to ensure historical continuity of programs, goals, objectives and strategic direction of NACDD. S/he serves as Chair of the Nominating Committee. The past president takes office at the annual business meeting and serves for one year. The past president serves as a mentor to the president and president-elect.
ARTICLE 6 – Vacancies
With respect to a vacancy in the office of the president, the president-elect automatically steps up to complete the unexpired term and shall serve the succeeding full year as president. In the event of a vacancy in the office of past president, the next available past president who is a Representative or General Member in good standing and is willing to serve, may be appointed by the Board of Directors to complete the unexpired term. In the event of a vacancy occurring in the office of president-elect, secretary, treasurer, or director at large of the Board of Directors, the Board of Directors shall appoint replacements to serve the remainder of the term vacating officer or director.
ARTICLE 7 – Tenure and Eligibility for Officers and Directors, Terms, Conflict of Interest and Removal
Section 1. Tenure and Eligibility of Officers:
The president and the president-elect may serve for one term only, with at least an intervening one-year period since their last term in the same office. The secretary and the treasurer may serve for not more than two consecutive terms. Officers of NACDD to be eligible for office must have served one term as a director at large and must be members in good standing.
Section 2. Tenure and Eligibility of Directors at Large:
The term of office for the directors at large shall be two years, with one-half of the Board Directors at large elected each year. Directors at large shall serve not more than two consecutive terms.
Section 3. Term Ends at Close of Annual Meeting:
Officers and directors at large shall hold office until the NACDD end of the fiscal year, September 30.
Section 4. Removal from Board of Directors:
Officers and directors at large with two consecutive unexcused absences from regularly scheduled Board of Directors meetings, may be removed from the Board of Directors by a majority vote.
Section 5. Conflict of Interest:
No member of the National Association of Chronic Disease Directors (NACDD) Board of Directors, or any of its committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with NACDD. Each individual shall disclose to NACDD any personal interest which he or she may have in any matter pending before NACDD and shall refrain from participation in any decision on such matter.
ARTICLE 8 – Election of Officers and Directors At Large
The Board of Directors shall designate a Committee to solicit candidates from the membership and prepare a slate of candidates for each office to be filled. The slate of candidates for officers and directors at large will be emailed to the Representative Members at least ten (10) but not more than forty-five (45) days prior to the end of the fiscal year. Each Representative Member with dues paid in full as of the date of the mailing of the slate may submit one ballot to the chair of the Committee. A candidate receiving a plurality of the vote for any office or director position shall be declared elected. If there is a tie vote for any officer or director position, the incoming Board of Directors shall vote at the first Board meeting of the fiscal year to break the tie between the candidates with the highest number of votes received. The results of the elections will be announced at the beginning of the fiscal year and installed at the first Board meeting of such year. All matters relating to the use and counting of such ballots shall be in accordance with the DC Nonprofit Corporation Act.
ARTICLE 9 – Committees
Section 1. Board Committees:
The Board of Directors may create one or more committees of the Board that consist of one or more directors. The creation of such a committee and appointment of directors to it shall be approved by a majority of all the directors then in office. To the extent specified either in the Bylaws or in the resolution adopted by the Board, the board committee may exercise the powers of the Board of Directors, except that such committee shall not:
a) Authorize distributions;
b) Approve or propose to the Representative Members action that District of Columbia law requires be approved by the Representative Members;
c) Fill vacancies on the Board of Directors or any board committees; or
d) Adopt, amend, or repeal the Bylaws.
Notwithstanding the above, the Board of Directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member’s absence or disqualification.
Section 2. Advisory Committees:
The Board may create or authorize the creation of one or more advisory committees whose members need not be directors. An advisory committee shall not be a committee of the Board or exercise any of the powers of the Board.
Section 3. Committee Resolution:
Unless the committee appears in the Bylaws, the Board shall adopt a resolution for the committee, which resolution shall specify the purpose of the committee, the authority of the committee, if any, the composition of the committee and the reporting responsibilities of the committee.
ARTICLE 10 – Amendments
Section 1. Prior Notice:
These bylaws may be amended by a two-thirds vote of the Representative Members at a meeting at which a quorum is present, provided all proposed amendments have been e-mailed to members thirty days prior to the meeting or vote. If the vote is conducted by mail ballot, all matters relating to the use and counting of such ballots shall be in accordance with the DC Nonprofit Corporation Act.
ARTICLE 11 – Parliamentary Authority:
The rules contained in “Roberts Rules of Order Revised Most Recent Edition” shall govern meetings of NACDD in all cases in which they are applicable and in which they are not inconsistent with these by- laws.
ARTICLE 12 – Indemnification
Section 1. General:
To the fullest extent permitted by the DC Nonprofit Corporation Act, every person who is or was a director, officer, employee, member or agent of NACDD shall have a right to be indemnified by NACDD.
Section 2. Insurance:
Without limiting the generality of the foregoing and to the fullest extent permitted by the laws of the District of Columbia, NACDD may purchase and maintain insurance against all or a portion of any liabilities and expenses, if any, resulting from the indemnification of any of the foregoing persons pursuant to this Article.
Section 3. Contract or Other Rights:
This Article shall not exclude any other rights of indemnification or other rights to which any director, officer, employee, member or agent may be entitled by contract, by vote of the Board of Directors or as a matter of law. If any clause, provision, or application of this Article shall be determined to be invalid, the other clauses, provisions, or applications shall not be affected but shall remain in full force and effect.
The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after its adoption, whether arising from act or omissions occurring before or after its adoption.