Constitution and Bylaws of the Midwest Society of Diagnostic Ultrasound (MSDU)

As amended and adopted June 2, 2013

Table of Contents

1. Constitution and By-Laws
2. Purposes and Functions
3. Membership
4. Ethics
5. Board Members
6. Quorums & Rules of Order
7. Policies
8. Amendments

CHAPTER I
CONSTITUTION & BY-LAWS

Article I
The name of this organization shall be known as the Midwest Society of Diagnostic Ultrasound (MSDU), hereinafter referred to as “the Society.”

Article II
The time of commencement of this Society was November 1976, under the name of the Twin Cities Ultrasound Society.

On September 24th, 1975, the Twin Cities Ultrasound Society was born. In September of 1980, our name changed to the Minnesota Society of Diagnostic Ultrasound (MSDU) in order to encompass the entire state of Minnesota. On March 24, 2013 the name was again changed to the Midwest Society of Diagnostic Ultrasound, in order to encompass the Midwestern states and their sonographer community within those states.

Article III
The management of this Society shall be vested in a Board of Directors comprised of no more than 20 board members to serve in accordance with the provisions of the by-laws of the Society. The officers of this Society shall consist of a President, Past President, Vice President, Secretary, Treasurer, Membership Chair, Newsletter Chair, Meeting Coordinator(s), Cardiac Chair, General Chair, Vascular Chair, Obstetric/Gynecology Chair, Student Liaison, Volunteer Coordinator, and Committee Member(s). A Board Member shall serve for 2 terms of 2 years each or until their successor have been elected and assumed office. The Board of Directors shall meet at least four times per year. The Board of Directors shall be responsible for the coordination of the activities of the Society, implementing its policies and procedures, and ensuring its continuity.

Article IV
The name of the Society or its officers in their official capacities shall not be used in connection with a commercial company or with any partisan interest, or for other than regular functions of the Society. No commercial enterprise or any candidate for public office shall be endorsed by it.

Article V
The Midwest Society of Diagnostic Ultrasound is made up of sonographers and physicians. The Constitution and by-laws are applicable to all members of the Society.

Article VI
Individual members shall be admitted to this Society in accordance with the qualifications and procedures established in the by-laws. The candidate shall be notified of his/her acceptance by email. Rules of conduct for members, admission and expulsion of members, officers and other matters shall be governed by suitable by-laws of this Society.

Article VII
Amendments to this constitution may be made with approval of two-third of the Board Members. By-law revisions can be reviewed by board members via email. However, final voting on permanent by-law changes can be done in person in a round-table format, by email, or conference call. A roll call will be taken in the event of a conference call and documented by the Secretary in the minutes of the meeting.


CHAPTER 2
PURPOSES & FUNCTIONS

In compliance with the guidelines set forth by the national organization, the Society of Diagnostic Medical Sonography (SDMS); the purpose of our Society is to promote, advance and educate its members and the medical community in the science of diagnostic medical sonography. Our Society, which is nonprofit, nonpolitical and nonsectarian, holds the core purpose of enhancing the art and science of medicine by promoting the ultrasound profession through education. We continually strive to raise the standard of ultrasound practice within the Midwest region through our education activities and the distribution of the MSDU newsletter.

MSDU Board of Directors Responsibilities:
A. Establish the Society’s policies;
B. Promote the purposes of the Society;
C. Establish and enunciate high standards of education and training and to implement them through the Society;
D. Provide the benefits to the general membership enumerated in Chapter 3 of these by-laws;
E. Determine the dues for all classifications of membership annually for the ensuing year;
F. Monitor and manage the Society’s finances;
G. Select and appoint individuals to fill board member and volunteer positions;
H. Distribute a newsletter to the membership and to collect and disseminate information pertinent to professional growth;
I. Inform members of occupational opportunities.


CHAPTER 3
MEMBERSHIP


Section I – Classes

All members shall be assigned to one of the following classes of membership:
A. Active Member
B. Associate Member
C. Student Member
D. Physician Member

The manner of election or appointment and the qualifications and rights of the members of each class are set forth in these by-laws. The Membership Chair will review all applications for membership. In the case of rejection, the applicant has the right to appeal the decision to the Membership Chair.

Section II – Qualifications
A. An Active Member shall be a healthcare professional holding current credential by a national sonography credentialing body recognized by the SDMS, or be registry eligible and involved in the practice of sonography, sonography education, clinical management, or research activities. An Active Member shall have all the benefits granted by the Midwest Society of Diagnostic Ultrasound and shall have the right to hold an elective office.

B. An Associate Member shall be in the commercial field or members of commercial organizations who contribute to the aims and purposes of the Society. An Associate Member shall have all the benefits granted by the Midwest Society of Diagnostic Ultrasound, but shall not have the right to hold an elective office.

C. A Student Member shall be an individual who is currently enrolled in a diagnostic medical sonography program and must be considered a Student Member until completion of the educational program. A Student Member shall have all the benefits granted by the Midwest Society of Diagnostic Ultrasound, but shall not have the right to hold an elective office.

D. A Physician Member shall have all the benefits granted by the Midwest Society of Diagnostic Ultrasound, but shall not have the right to hold an elective office.

Section III – Membership Fees
A. Dues for all classifications of membership shall be determined by the Board of Directors for the ensuing year and shall be payable at the time of application and renewed thereafter as described below.

B. The membership year begins January 1st and ends December 31st of the current calendar year.

C. Dues and registration fees for the Society’s meetings, conferences and workshops shall be specially priced for Member, Non-Member, and Student Members and shall be determined by the Board of Directors.
(a) The non-member tuition rate for the spring seminar will include a fee for MSDU membership from the date of the conference through December 31st of the current year.

(b) Members will receive an email reminder in October of each year to renew their membership. Membership fees for the following calendar year are due by December 31st of the current membership year.

Section IV – Benefits of membership
Benefits of active membership in the Society include: discounted membership renewal, discounted fee to the Annual Conference or MSDU-sponsored educational meeting, and receipt of the MSDU e-newsletter.

Section V – Member in Good Standing
Member shall be deemed to be in “good standing” provided they have paid membership dues as prescribed by the Society, has complied with the by-laws and policies of the Society, is not subject to a disciplinary investigation or action of the Society and continues to meet the Society’s membership criteria.

Section VI –Termination of Membership and Members in Arrears
A. Any member, regardless of class, shall have the privilege of resigning.
1. Membership dues, whether in whole or in part, shall not be refunded.

2. A member who has resigned in good standing may be reinstated by payment of the current dues.

B. In the event any action of a member shall warrant censure, suspension or expulsion from the Society, the governing procedure shall be identical to the procedures outlined in Chapter 4 of these by-laws.

C. No members in arrears for dues or assessments may hold office or be entitled to any other benefits of membership. The Membership Chair shall notify the member of their delinquency.

D. If the delinquency is not remedied within two months of notification, the person’s membership in the Society will be suspended.


CHAPTER 4
ETHICS


Section I – Principles
A. The current Code of Ethics for the Profession of Diagnostic Medical Sonography shall be the principles of ethics of the MSDU and shall apply to all members of the Society.

Section II – Disciplinary Action and Appeal
A. If a member is believed to have violated the Society’s by-laws and/or the Code of Ethics for the Profession of Diagnostic Medical Sonography, or to be otherwise guilty of conduct warranting censure, suspension, or expulsion from the Society, any member may in good faith bring charges against such a member as provided below:

1. Such charges must be submitted in writing to the MSDU Board and signed by the accuser or accusers. The acts of conduct upon which the complaint is based must be stated in reasonable detail.

2. All charges must be immediately forwarded to the accused by sending a copy by registered United States mail to the last known address of the accused member. The accused member shall mail a response to the accusations charges against such member to the current MSDU President. The accused may at any time respond in writing but failure to respond shall not be an admission of guilt or a waiver of the accused member’s right to a hearing.

3. If the MSDU Board decides to conduct a hearing, all involved parties must be notified. The Board must serve a copy of the charges by sending it via registered United States mail to the respective last known addresses of all involved parties. At this same meeting the Board must also set a time and place for hearing the charges. The accused member must be notified of the time and place of such hearing in the same manner as provided for the serving of the charges. The hearing must be not less than 15 days or more than 3 months after the charges have been served.

4. After giving the accuser and the accused every opportunity to be heard, including oral arguments and the filing and consideration of any written briefs, the Board must conclude the hearing and render a decision within 30 days. An affirmative vote of a majority of the members of the Board constitutes the verdict of the Board. The vote may exonerate, censure, suspend, or expel the accused member. The decision of the Board shall be expressed in a resolution, containing no opinion. Only the President and the Secretary must sign the resolution.

5. Following a period of suspension set by the Board, the suspended member may be reinstated upon Board approval of the member’s written request to the MSDU Board for reinstatement. The member’s written request for reinstatement must be submitted to the President. The President immediately forwards the request to the Board. If the Board approves reinstatement, the member must pay membership dues. A member’s period of suspension shall not exceed one year. If reinstatement is not accomplished as specified above, membership may be attained only through the usual application procedures. The decision of the Board shall be final.

CHAPTER 5
BOARD MEMBERS


Section I – Officers
The officers of the MSDU shall be the following:
1. President
2. Past President
3. Vice President
4. Secretary
5. Treasurer
6. Membership Chair
7. Newsletter Chair
8. Meeting Coordinator(s)
9. Cardiac Chair
10. General Chair
11. Vascular Chair
12. Obstetric/Gynecology Chair
13. Student Liaison
14. Volunteer Coordinator
15. Committee Member(s)

Section II – Qualifications and Terms
A. Each candidate must disclose all potential conflicts of interest and must notify the Board Members if such a conflict shall arise during their term of office.
B. The office of the President must be held by an Active Member who has served on the Board of Directors for a minimum of one term.
C. Each candidate for the offices of Vice President must have served a minimum of one term on the Board of Directors and must have held a minimum of two years continuous membership in the MSDU immediately prior to nomination. At the time of the nomination and election, each candidate must be an Active Member in good standing and agree to maintain such standing for the term of office.
D. Each candidate for Secretary or Treasurer must have held a minimum of two years continuous membership in the MSDU immediately prior to nomination. At the time of nomination and election, each candidate must be an Active member in good standing and agree to maintain such standing for the term of office.
E. Each Board Member must serve for one term of two years or until their successor has been elected and assumes office at the conclusion of the Board meeting held in conjunction with the Annual Conference. If necessary to implement changes to these by-laws or to fill a vacant position, the term length may be reduced or extended.
1. The newly elected officers shall take office at the conclusion of the Board meeting held in conjunction with the Annual Conference.

Section III – Duties
A. The President shall:
1. preside over all meetings of the Society;
2. perform all duties consistent with the office;
3. establish committee chairs and committee members as deemed necessary to assist the Society in carrying out its objectives;
4. establish the order of business for all meetings of the Society, in consultation with the Board Members;
5. serve as chairperson of the Annual Conference Committee;
6. facilitate the gathering of pertinent information for inclusion in the MSDU newsletter;
7. remain an Active member in good standing of a national ultrasound society during their term of office;
8. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of President.

B. The Past President shall:
1. guide the incoming President through all activities of the Society in order to prepare them to take over the responsibilities of the Presidency;
2. facilitate the gathering of pertinent information for inclusion in the MSDU newsletter;
3. remain an Active member in good standing of a national ultrasound society during their term of office;
4. at a minimum, attend 3 meetings during the preceding year;
5. In the absence of the President and Vice President, call a scheduled meeting to order and preside.

C. The Vice President shall:
1. in the absence of the President, assume duties of the President;
2. apply for, collect, and process all aspects of the continuing medical education credit information for the Annual Conference;
3. remain an Active member in good standing of a national ultrasound society during their term of office;
4. at a minimum, attend 3 meetings during the preceding year;
5. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Vice President.

D. The Secretary shall:
1. be responsible for obtaining and distributing complete and accurate meeting minutes
2. keep a full and complete record of the activities of the organization;
3. in the absence of the President, Past President and Vice-President, call a scheduled meeting to order and preside;
4. remain an Active member in good standing of a national ultrasound society during their term of office;
5. at a minimum, attend 3 meetings during the preceding year;
6. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Secretary.

E. The Treasurer shall:
1. ensure that all accounting records are accurate and complete, that adequate financial controls are implemented and maintained, that all receipts are timely deposited, and that all legitimate bills are timely paid;
2. be responsible for receiving and distributing all Society funds according to the policies and procedures as set forth by the Board members
3. report to the Board Members biannually on the financial condition of the Society;
4. provide breakdown of the Annual Conference expenditures to the President;
5. retain appropriate and necessary tax documentation for the Society;
6. facilitate the process of the Society’s annual tax preparation utilizing an authorized tax preparer;
7. remain an Active member in good standing of a national ultrasound society during their term of office;
8. at a minimum, attend 3 meetings during the preceding year;
9. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Treasurer.

F. The Membership Chair shall:
1. be responsible to review the membership application for acceptance or rejection as necessary and notify the applicant of their acceptance or rejection;
2. maintain the records of the membership and email of membership renewals;
3. remain an Active member in good standing of a national ultrasound society during their term of office;
4. at a minimum, attend 3 meetings during the preceding year;
5. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Membership Chair.

G. The Newsletter Chair shall:
1. facilitate the gathering of pertinent information for inclusion in the MSDU newsletter; organize and send out the MSDU newsletter;
2. remain an Active member in good standing of a national ultrasound society during their term of office;
3. at a minimum, attend 3 meetings during the preceding year;
4. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Newsletter Chair.

H. The Meeting Coordinator(s) shall:
1. be responsible for the coordinating all Annual Conference activities of the Society;
2. remain an Active member in good standing of a national ultrasound society during their term of office;
3. at a minimum, attend 3 meetings during the preceding year;
4. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Meeting Coordinator(s).

I. The Cardiac Chair shall:
1. assist in securing speakers and facilitating the track for the Annual Conference;
2. provide pertinent information for inclusion in the MSDU newsletter as needed;
3. remain an Active member in good standing of a national ultrasound society during their term of office;
4. at a minimum, attend 3 meetings during the preceding year;
5. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Cardiac Chair.

J. The General Chair shall:
1. assist in securing speakers and facilitating the track for the Annual Conference;
2. provide pertinent information for inclusion in the MSDU newsletter as needed;
3. remain an Active member in good standing of a national ultrasound society during their term of office;
4. at a minimum, attend 3 meetings during the preceding year;
5. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of General Chair.

K. The Vascular Chair shall:
1. assist in securing speakers and facilitating the track for the Annual Conference;
2. provide pertinent information for inclusion in the MSDU newsletter as needed;
3. remain an Active member in good standing of a national ultrasound society during their term of office;
4. at a minimum, attend 3 meetings during the preceding year;
5. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Vascular Chair.

L. The Obstetric/Gynecology Chair shall:
1. assist in securing speakers and facilitating the track for the Annual Conference;
2. provide pertinent information for inclusion in the MSDU newsletter as needed;
3. remain an Active member in good standing of a national ultrasound society during their term of office;
4. at a minimum, attend 3 meetings during the preceding year;
5. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Obstetric/Gynecology Chair.

M. The Student Liaison(s) shall:

1. gather poster presentation information from participating students and facilitate judging of posters.
2. collect sonographer and student grant applications and select winners.
3. email program directors about relevant student events and poster competition deadlines.
4. provide pertinent information for inclusion in the MSDU newsletter as needed;
5. remain an Active member in good standing of a national ultrasound society during their term of office;
6. at a minimum, attend 3 meetings during the preceding year;
7. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Student Liaison.

N. The Volunteer Coordinator shall:
1. manage all elements of volunteering to include, but not limited to: organizational assessment of volunteer opportunities and recruitment, liaising with the Society’s committees, training and support of volunteers, maintaining ongoing volunteer list, and facilitate use of volunteers within the Society.
2. provide pertinent information for inclusion in the MSDU newsletter as needed;
3. remain an Active member in good standing of a national ultrasound society during their term of office;
4. at a minimum, attend 3 meetings during the preceding year;
5. upon expiration of the term of office, promptly hand over, to their successor, all organizational documents pertaining to the office of Volunteer Coordinator.

O. The Committee Member(s) shall
1. establish and maintain a line of communication with members and act as the conduit between members and the Society;
2. provide pertinent information for inclusion in the MSDU newsletter as needed;
3. remain an Active member in good standing of a national ultrasound society during their term of office;
4. at a minimum, attend 3 meetings during the preceding year;
5. upon expiration of the term of office, promptly hand over all organizational documents to the Chairperson of the specific MSDU committee on which they reside.

Section IV – Vacancies on the MSDU Board
A. Except as otherwise provided in this section, if a position on the Board becomes vacant, the President shall appoint a replacement. The appointment shall become effective upon approval of two-thirds of the remaining voting members of the Board. In deciding whether to approve the appointment, the Board Members shall ensure that the appointee meets the qualifications for the position as set out in these by-laws.

B. If the office of President becomes vacant, the Vice-President shall become President for the remainder of the President’s term. The Vice-President shall serve as President until the process for filling the vacancy in the office of President is completed.

Section V – Removal from Elected Office
A. In the event an elected member of the Board of the society is incapable of performing the duties or is not performing the duties of their office, as determined by the President and at least two other voting Board Members; OR is convicted of a felony or has been suspended or expelled from the Society for an ethical violation and does not resign, that officer may be removed from office by the following procedure:

1. The President shall notify the elected member of the Board of those duties of the office which are not being fulfilled, and request such person’s resignation from office or an explanation of the circumstances and a commitment to fulfill the duties of the office.

2. If a written response is not received within 30 days, the President shall request that the Board Members declare the office vacant and that procedures be followed for filling the office as provided in these Bylaws.

3. If a written commitment to fulfill the duties of the office is received, the President shall present the written commitment to the Board Members along with their recommendations for action to be taken. After a period of 30 days, the President shall call for a vote on the issue. The officer in question shall remain in office upon receiving approval of two-thirds of the voting members of the Board of Directors.

4. The President shall notify the officer in question of the Board Members’ decision.

B. In the event the President of the Society is incapable of performing the duties or is not performing the duties of their office, as determined by at least three Board Members; OR is convicted of a felony or has been suspended or expelled from the Society for an ethical violation and does not resign, at least two members of the Board must initiate the procedure as outlined above. In such case, the Vice President shall fulfill all duties otherwise assigned to the President in such removal process.

CHAPTER 6
QUORUMS & RULES OF ORDER


Section I – A quorum for meetings of the Board Members shall consist of at least five officers.

Section II – When deemed necessary by the President, meetings and/or voting may be conducted electronically. This may include email, conference calls, and via fax.

CHAPTER 7
POLICIES


1. All Active Board Members will receive complimentary membership to the Society, reimbursement for a membership to a national ultrasound society of their choice, as well as tuition and accommodations for the Annual Conference. Board members will receive mileage reimbursement to all in-person meetings and/or Annual Conference as follows: out of state $150, greater than 50 mile drive $50, less than 50 miles no mileage reimbursement.

2. In the event of dissolution of the Society, all its assets remaining, after payment of its obligations shall have been made or provide for, shall be distributed to and among such corporations, foundations, or other organizations organized and operated exclusively for scientific and educational purposes consistent with those of the Society, as shall be designated by the Board.

CHAPTER 8
AMENDMENTS


These by-laws may be altered, amended or repealed, or new by-laws may be adopted only by a two-thirds vote of the members of the Board. Voting may be accomplished by email, conference call, or at a designated meeting. In the event of a conference call, a vote will be taken via roll call and documented by the Secretary in the minutes of the meeting.