ASSOCIATION OF STANDARDIZED PATIENT EDUCATORS, INC. BY-LAWS

Article I: NAME AND PURPOSE

Section 1: Name:
The name of the association shall be the Association of Standardized Patient Educators, Inc (ASPE) and incorporated as a not-for-profit corporation in the state of Arkansas.

Section 2: Purpose:
ASPE is the international organization for professionals in the field of Simulated and Standardized Patient Methodology. ASPE is dedicated to:

• Professional growth and development of its members
• Advancement of SP research and related scholarly activities
• Setting standards of practice
• Fostering patient centered care

ARTICLE II: RESTRICTIONS ON ACTIVITIES

Section 1:Earnings:
No part of the earnings of the Association shall inure to its members, officers, or other private persons, with two exceptions:

• The Board shall be authorized and empowered to pay reasonable compensation for services rendered in direct support of its purpose
• The Board shall be authorized and empowered to allocate monetary awards for research and projects consistent with its mission, through a process administered by the Grants/Research Committee.

Section 2: Activities:
No part of the activities of the Association shall be directed towards influencing legislation or intervening in political campaigns.

ARTICLE III: MEMBERSHIP

Section 1: Eligibility for membership:
Applications for membership shall be open to any individual who supports the purpose statement in Article 1. Membership is granted after completion and receipt of a membership application and annual dues.

The Board of Directors may establish and/or change the membership classes.

Section 2: Annual Dues:
The Board shall set the dues amount and the criteria for each class of membership.

Section 3: Rights of members:
Each individual member shall have the right to serve on committees, vote, run for and hold office if he/she meets the criteria for that office. These rights are forfeited if a member is more than three months in arrears in their dues and financial obligations to the Association prior to the posting of ballots by the Vice President for Operations.

Section 4: Resignation and termination:
Any member may resign from membership by filing a written resignation with the chair of membership committee. Resignation shall not relieve a member of unpaid dues. An individual' s membership may be terminated by a majority vote of the Board if found to be misrepresenting the profession and or in violation of any state or federal law.

ARTICLE IV: BUSINESS MEETINGS: MEETING OF MEMBERS

Section 1: Annual meetings:
Business meetings shall be held in association with educational conferences and called for the purpose of conducting the business of the Association and dealing with matters as may appropriately come before the membership.

Section 2: Special meeting:
A special meeting may be called by the President, the Executive committee or a simple majority of the Board of Directors .

Section 3: Notice of meetings:
The times, location, and agenda of the business meeting shall be announced electronically to the membership no less than 30 and no more than 90 days in advance of convening the meeting.

Section 4: Quorum:
The membership present at any properly announced business meeting shall constitute a quorum and shall transact any business that may be properly brought before the Association.

Section 5: Voting:
All issues to be voted on shall be decided by a simple majority vote (or by some other percentage when specifically called for in these bylaws).

ARTICLE V: BOARD OF DIRECTORS

Section 1: Board role, size and compensation:
The Board of Directors shall be the principal governing body of the association and its Chairperson shall be the President. It shall consist of the Officers: President, President Elect, Past President, Vice President for Finance and Vice President for Operations and nine Directors.

Two of the Directors shall be elected as Members-at-Large who represent the general membership, conduct special projects consistent with the goals of the Association and perform duties as assigned by the President and the Board of Directors.

The other seven Directors shall be recommended by the Committee Chair in consultation with the Committee to the President who will appoint the new chair with the approval of the Board. They shall serve as the Chairs of the following seven Standing Committees:

• Membership
• Publications/Website
• Education/Professional Development
• Standards of Practice
• Grants/Research
• International Committee
• Conference

The Vice-President for Finance shall chair a eighth Standing Committee for Finance.

The President may appoint Ad hoc committees as needed to address specific issues of concern to the Association.

The Board receives no compensation other than for reasonable expenses as determined and approved by the Executive Committee

Section 2: Terms and election cycles:

1. Terms: Officers and elected Directors shall be elected to serve the following terms:
   • President: 2 year term.
   • President elect: 1 year term
   • Past President: 1 year term
   • Member at large (2): 2 year terms
   • Vice President of Finance: 2 year term
   • Vice President of Operations: 2 year term.
     
     
   The following officers may run for and be reelected to one additional consecutive term:
   • Members at large
   • VP for Finance
   • VP for Finance
   • The President may run for and be reelected for on additional non consecutive term the term of office shall begin on January 1.
     
     
2. Election cycles: Officers and Members At Large are elected on staggered terms
   • President elect and Vice President for Finance and one Member at Large are elected during the same election cycle.
   • Vice President for Operations and other Member at Large are elected during the same election cycle.

Section 3: Board Elections:
New and current Officers and the Members-at-Large shall be selected by formal electronic ballot by members in good standing.

Section 4: Eligibility to run for Board position:
Any member in good standing may run for an office.

Skills or educational requirements for each open position may be determined by the Board on an as needed basis. Position requirements will be posted when the call for nominations are posted. The Vice President for Operations is responsible for maintaining and making those eligibility requirements available to any member in good standing upon request.

Section 5: Election procedure:
A Nominating Committee, chaired by the Vice President for Operations, composed of three members, appointed by the President and approved by a quorum of the Board, shall be responsible for placing a call for nominations for the eligible office posting a slate that contains at least one eligible candidate for each position to be filled, Members in good standing may nominate themselves or others by contacting the Vice President for Operations by date specified in the notice.

The Vice President for Operations shall confirm that all nominees are members in good standing and meet specific eligibility requirements if any required for the office. The Vice President for Operations will prepare a ballot and make it available to all members on the website 2 weeks after the nomination process is closed.

Ballots must be recorded on the website by the closing date posted in order to be counted.

The Vice President for Operations shall tally the votes, notify the candidates and post the results on the Association’s website within two weeks of the close of the election. Terms of office shall begin on January 1.

Section 6: Quorum:
Board members are elected by a simple majority of those members’ casting votes.

Section 7: Regular Board Meetings and Notice:
The Board shall meet monthly. At least one of those meetings is in person, the others using, telephone conferencing. Regular Board meeting time is set by the Board and posted electronically to all Board members. The President shall chair all Board meetings following Roberts Rules of Order. A proposed agenda and supporting materials prepared by the Vice President for Operations in consultation with the President and with feedback from Board shall be sent electronically to all Board members at least three days prior to the meeting.

Section 8: Quorum:
A quorum of the Board shall consist of eight Board members.

Section 9: Officers and duties:
The Officers of the Association shall be a President, President-Elect, and Vice-President or Finance, Vice-President for Operations, and the Past President.

The duties of the Officers are as follows:

1. President: The President shall be the chief elected Officer of the Association. The President shall serve as the presiding officer at the Association' s Annual Business Meeting, Board of Directors meetings and Executive Committee meetings. The president shall have general responsibility for the affairs and business of the Association.
2. President-Elect: The President-Elect shall perform the duties of the President during the President' s absence, and in the event of the President' s inability to serve, shall assume the Presidency for the balance of any un-expired term.
3. Past President: The Past-President shall serve in those capacities thought to provide greatest continuity of purpose and to be most appropriate by the President and the Board of Directors.
4. Vice-President for Finance: The Vice President for Finance shall make a report at each regular Board meeting, shall chair the finance committee, assist in preparation of the budget, serve as fiscal advisor to the Board of Directors and make financial information available to Board.
5. Vice-President for Operations: The Vice-President for Operations shall prepare and distribute the agenda for Association Business Meetings and meetings of the Board of Directors. The Vice-President for Operations shall conduct the yearly election process as specified in Article VI, Section 4 and 5.

Section 10: Resignations, terminations and absences:

1. Resignation from the Board must be in writing and received by the Board President
2. A Board member shall be terminated from the Board if the individual accumulates excess excused absences. A Board member may be removed for other causes by 2/3 majority of the Board present and voting after being given two weeks notice and afforded the opportunity for self representation at a meeting of the Board.

Section 11: Vacancies:
With the approval of a majority of the Board of Directors, the President shall appoint Officers and Directors to vacancies that occur between elections. Appointed individuals shall serve out the term of the individual they replace on the Board.

1. In the event of a vacancy in office of the President, the President-Elect shall succeed and assume the role of President.
2. In the event of a vacancy in the office of Past President, the President may appoint a previous president to that role.
3. In the event of a vacancy in the office of President Elect:
   1. A special election will be called and the membership notified electronically
   2. The President shall appoint two members to a nominating committee to be chaired by the Vice President for Operations. The committee will be responsible for nominating and posting a slate that contains at least one eligible candidate, on the Association' s website.
   3. Members may make additional nominations to the Vice-President for Operations by petition or letter. The Vice President for Operations must receive names by a deadline designated by the nominating committee.
   4. The Vice President for Operations shall then prepare a ballot and make it available to all members on the website in time to allow 2 weeks for membership to cast electronic ballots.
   5. Ballots must be recorded on the website or received by the Vice President for Operations by posted deadline in order to be counted.
   6. The Vice President for Operations shall tally the votes, notify the candidates and post the results on the Association' s website within two weeks of closing the election.
   7. Terms of office shall be effective immediately.
   8. If no one comes forward to run for President Elect, the Board will have a special meeting and determine if the
      1. President, with approval of a quorum of the Board, appoints a member to the office
      2. President , with approval of a quorum of the Board, extends his or her term to next normal election cycle
      3. Other Board approved alternative.

Section 12: Special Board meetings:
Additional meetings may be held at the call of the President or at least three members of the Board. All members must be notified by phone or electronically at least 24 hours before a special meeting is called.

ARTICLE VI: COMMITTEES

Section 1: Committee Formation:
The Board may create committees as needed. The Board Chair appoints all committee Chairs with the approval of the Board. Subject to approval by the Board, the committee Chairs shall select members of their committee. The President may appoint ad hoc committees as needed to address specific issues of concern to the Association

Section 2: Executive Committee:
The Executive Committee shall consist of the Officers and shall make decisions and take actions on behalf of the Board of Directors in between Board meetings. Meetings of the Executive Committee shall be held monthly, either in person or via teleconference. The President shall preside at meetings of the Executive Committee. The President may call additional meetings as the need arises.

Section 3: Standing Committees:
There shall be the following standing committees: Membership, Publications/Website, Education/Professional Development, Standards of Practice, Grants/Research, and Finance and International.

Section 4: Committee Structure:

1. With the exception of Finance, each standing committee will have a chair, a vice chair and the past chair who will act as an advisor. Qualifications to become a chair and vice chair and responsibilities of those positions will be posted to the Web Site and available for members on request.
2. The Chairs of the standing committees shall be appointed by the President, with the approval of the Executive Committee. Chairs of the standing committees shall serve as members of the Board of Directors.
3. Subject to approval by the Board of Directors, the Chairs of the standing committees shall select the members of their committees.
4. The presence of a majority of the members shall constitute a quorum at any committee meeting for the purposes of doing business.
5. All committees shall prepare reports regarding committee proceedings. Committees shall be required to report on activities and recommendations at Association Business Meetings and at meetings of the Board of Directors.
6. No committee shall have fewer than 3 members.

Section 5: Term of Office for Committee Chairs and Vice Chairs:
The start of a term is January 1 after election and the end of a term is December 31. Total time commitment- 4 years; One as vice, two as chair and one as advisor.

1. Chair: 2 years time or at the discretion of the President
2. Vice Chair: Vice chair serves for a full year
3. Committee Advisor: Advisor/past chair serves for a year.

ARTICLE VII: OTHER PROVISIONS

Section 1: The fiscal year:
The fiscal year of the Association shall be on a calendar year basis (January 1 through December 31).

Section 2. Robert' s Rules of Order, as revised, shall govern the Association. In case of a conflict between Robert' s Rules of Order and these Bylaws, the Bylaws shall take precedence.

Section 3. Hired Staff:
The Board may hire staff or contract services, as needed by a majority vote approval

Article VIII: Dissolution OF THE ASSOCIATION

In the event of the dissolution of the Association, the Board shall give all of its assets to one or more not-for-profit, tax-exempt organizations. If the Board cannot decide, the applicable Court shall make the decision in the State of Arkansas.

Article IX: AMENDMENTS

Section 1:
Amendments to the Bylaws may be proposed by a majority of the Board of Directors or by a petition, sent to the Vice-President of Operations, which bears the signatures of at least 15 members.

Section 2:
Approval of amendments of the Bylaws requires a two-thirds vote of the members in good standing voting on the issue. Notice of proposed amendments, together with pro and con statements, shall be posted on the Association website 30 days prior to the vote. Voting on amendments shall be conducted in conjunction with the yearly elections, may be done electronically as described in Article V

Section 3:
In the event of an urgent requirement for an amendment, the Board of Directors, by a two-thirds vote, may authorize posting a proposed amendment to the members at any time.

Adopted by the Board of Directors, June 28th, 2001
Revised August, 2003
Revised June, 2004
Revised October, 2007
Revised September, 2008