Bylaws

Bylaws of the Chinese American Heart Association (CNAHA) 
美 国 华 裔 心 脏 学 会

Article I. Nature of the Association

Chinese American Heart Association (hereafter “CNAHA”) is a non-political, non-profit and membership-driven organization chartered in the State of Massachusetts. All activities of CNAHA shall abide the laws of the United States of America and the State of Massachusetts.

Article II. Mission

1. CNAHA is the bi-lingual bridge to network the US and Chinese cardiovascular communities.

2. CNAHA promotes cardiovascular health for the general population and to educate and advocate for general population and patients with cardiovascular disease.

3. CNAHA bridges clinical, translational and basic medical and scientific cooperation between Chinese and American cardiovascular professionals. CNAHA sponsors cardiovascular education programs through scientific conferences, symposia, workshops, web-based education program, and publications.

4. CNAHA promotes collaboration and knowledge advancement of cardiovascular sciences, career development, and social networking among the members.

5. CNAHA utilizes its human and financial resources to help the poor and indigent people with cardiovascular diseases through its workshops and services.

Article III. Membership

Section One – Qualifications and Application. Each member shall be any person who is of Chinese origin, is working or interested in the cardiovascular clinical or basic sciences, or any person who supports the missions and participates in the activities of CNAHA. The application form can be found at CNAHA web site: www.cnaha.org. Membership includes lifetime member, regular and associate members. A lifetime member can keep the membership for life if certain membership dues are paid in full at a specific rate. Regular members should pay the membership dues; associate members do not need to pay their dues.

CNAHA also promotes collaboration and honors those who are not Chinese origin but already made a significant contribution or who is willing to make a contribution to the CNAHA mission. CNAHA shall offer honorary membership to these people. The honorary membership needs to be nominated by three regular members and approved by the CNAHA Board. The CNAHA may designate its members with significant professional contributions and outstanding clinical or academic achievements or significant contribution to the organization as CNAHA outstanding achievement members. The CNAHA outstanding achievement member needs to be nominated by at least two board members and has to be approved by the majority of the board members. Such outstanding achievement member should be only honored to no more than one or two people annually.

Section Two – Voting Rights. Each regular member and lifetime member, who are currently living in the North America or who are residing in China but hold a valid Green card or American citizenship, shall be entitled to one vote on each matter submitted for voting by members. Associate members, outstanding achievement members, and honorary members do not have voting right. Each voting member should be active at least 6 months prior to the voting event or otherwise specified by the election committee and the board. The lifetime members who live in China and joined CNAHA prior to 3/2014 may have voting right. A regular member who is currently residing in China who does not hold a valid Green card or US citizenship shall not be entitled to vote.

Section Three – Termination of Membership. The board members, by a majority vote of those present at any regularly constituted meeting, may terminate the membership of a member who violates the rules or engages in activities against the mission of CNAHA. Regular members who fail to pay the membership dues by the deadline will become associate members.

Section Four – Resignation. Any member may resign by filing a written resignation.

Section Five – Membership Dues. Membership dues shall be required of all regular members of the CNAHA. The amount of the annual dues shall be determined by the board. Payment of all required membership dues is necessary to maintain an active status of the regular membership. Dues shall be payable on January 1st of each year and shall become delinquent sixty days thereafter. A member whose dues are delinquent for a period of one year will be changed to an associate membership status. The Treasurer and the Membership director shall notify such member by mail or email of such anticipated action sixty (60) days before it is taken. Any member dropped from membership because of delinquency may be considered by the Membership Committee for reinstatement upon the filing of such a request, together with payment of current dues and all past unpaid dues unless waived, determined by a majority vote of the CNAHA board members. The Board may from time to time determine the amount, time, and manner of payment of the membership dues. No dues shall be refunded for any reason for termination of the membership. No membership fee is needed for the honorary member or outstanding achievement member.

Section Six – The benefit of membership. The CNAHA shall provide its members with a platform for professional networking, career development, and publication through a variety of mechanisms and opportunities to be involved in the CNAHA, including scientific programs, academic exchange programs, annual scientific meetings, and workshops on the application of new technology and treatments to cardiovascular problems; access to CNAHA Web site, the Directory of the CNAHA membership, the publications of the CNAHA/Journal of Cardiovascular Disease Research (JCDR) etc. Only regular and lifetime members of the CNAHA shall have the privilege to vote and/or to be elected as board members. Furthermore, only regular, lifetime and outstanding achievement members shall have the privilege to represent CNAHA to give a lecture for an important conference.

Section Seven – The compensation. The CNAHA is a non-political, non-profit and membership-driven organization. There will be no financial compensation for their work. In special circumstances, paid full or part-time positions will be approved by the Board in the annual budget.

Article IV. Meetings of Members

Section One – Annual Meeting. An annual meeting of the members shall be held in conjunction with the Annual Scientific Sessions of American College of Cardiology (ACC), the American Heart Association (AHA) or other major cardiovascular conferences such as ASE and Heart Rhythm Meeting as proposed by the President and approved by the Board.

Section Two – Special Meetings. Special meetings of the members may be proposed by the president and approved by the Board. Subspecialty meeting is proposed by the Subspecialty Chair and Subspecialty Council.

Section Three – Notice of Meetings. Notice stating the place, day, and hour of any meeting of members shall be delivered either personally or by mail/email, to each member, not less than 10 days prior to the date of such meeting.

Section four – Voting by Mail/email. When the general election is to be elected by the members, such election may be conducted by mail/email in such a manner as the Board shall determine.

Article V. Board Members and Offices

The governing body of CNAHA shall be the executive board or Board. The Board shall have supervision, control, and direction of the affairs of the Association, its committees, and publications; shall determine its policies of changes therein, shall actively pursue its objectives and supervise the disbursement of its funds.

Section One – Qualification. To be eligible for the board member or vice president, a candidate must be at least currently a regular CNAHA member for two years or a life member for 6 months. To be eligible for the president or co-president, a candidate must be currently a life time member and has served as a Board member for at least one full term. If a new board member is needed in special circumstances between the elections, the president will nominate the candidate who shall be approved by the majority of the board members. All board members should be US citizen or US permanent resident.

Section Two – Officers. Board members include the president, co-president, vice presidents, treasurer, general secretary, and membership director. No person may hold the same position for more than two consecutive terms.

Section Three – Terms. The terms of office of the president, co-president, vice presidents and the other board members including chairpersons of subcommittees shall be two years. In each term, there will be one clinician president (president during the first year and then becomes co-president during the second year) and a researcher president (co-president during the first year then president during the second year). Officers (other than the president and co-president) may be re-elected for an additional term but no more than two consecutive terms. All Board members (including president and co-president) whose terms are expired and who have been absent from the board for one or more terminals may enter re-election as a board member. The number of board members shall be proposed by the president and approved by a majority vote of the board members (more than 50%).

Section Four – Election Process. At the end of each term (typically in January), the board and the president (only those who are not seeking reelection will be involved) shall discuss and appoint an election committee which includes one chair and two co-chairs, who are either a regular or life time member of CNAHA. The election committee members shall not run for election in that election term themselves but can run in the future. Positions including one president, one co-president, vice presidents up to five, one treasurer, one secretary, and one membership director, can be either self-nominated or nominated by other active members, while subcommittee chairs will be appointed by the president and vice presidents and approved by the majority of the elected board. The candidate for president should be automatically a candidate for vice president unless indicated otherwise by the candidate. The qualification of the candidate has been detailed in the section one of Article V. The Election Committee shall propose a slate of officers as may be eligible for election. Final candidates shall be approved for eligibility by the Election Committee. However, all the candidates have to approve their names on the ballot.

No more than two positions may be considered or held by the same person. The final list of legal candidates will be sent to qualified voters in March for voting per email or mail. The deadline for voting shall be spelled clearly in the email. Payment of all required membership dues, not only active at the time of the election but also has been active 6 months prior to the election is necessary to maintain voting status. Each member shall be entitled to one vote on each matter submitted to a vote of the members. The person who has got the maximal votes for the particular seeking position shall win the election. The election result will be announced by the president and the chair of the Election Committee prior to ACC annual conference. An office shall begin their duty at the ACC conference after the election and shall end at the same time of the same election cycle with 2 years term. If there is a delay in the election, the current board will continue functioning until the new board is elected. The original votes and detail election ballot shall be kept for at least 6 months after the election for possible audit if controversy arises. In the case of an election dispute, the board and BOT members (who are not seeking a position for current election) would recount and mediate the disagreement.

Section Five – Duties and responsibilities.

The President shall chair the Board and is responsible for the overall management of CNAHA. The President shall prepare the agenda for and preside at the Board meetings. The President shall be responsible for dealing with problems of major concerns to the Association. The President shall assign a task force or specific standing and ad hoc committee, upon approval of the Board, to manage specific issues and to deal with specific items of business of concerns of the CNAHA.

The co-president will become the president after one year. The co-president is exercising the function of the president for specific areas when the president specifically asks to perform or when the president cannot execute his/her duties in special circumstances.

The Vice President’s duty shall be as delegated by the president and the Board. The vice president(s) are exercising the function of the president for specific areas when the president specifically asks to perform.

The Treasurer shall be in charge of execution and record keeping of all funds of the association, contributions, receives the total coordinated budget proposals annually from the Board. The Treasurer will give a financial report and present the budget to the membership at the annual meeting.

Membership Director is responsible for the membership drive, maintaining the up-to-date roll of membership and fee collection. The director shall review applications for membership. It shall prepare explanation letters for candidates whose applications are deferred, declined, or recommended for a different category of membership. The director shall consider all matters pertaining to membership and report its activities to the Board. Any member may resign by filing a written resignation to the Membership director. The director shall from time to time request approval from the Board for changes in the amount, time, and manner of payment of any membership dues or related fees payable to the CNAHA by members. The membership director shall terminate the membership of any member who becomes ineligible for membership upon an approval of the Board.

General Secretary shall serve as assistant to the president and the board, and is responsible for preparation of the meeting agendas. The General Secretary shall keep the minutes of the meetings of the CNAHA and of the Board, and shall be responsible for record keeping; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the association records, and keep a register of the post office address and e-mail address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board. The General Secretary shall give an annual report of the activity of the CNAHA.

Subspecialty committees: All these committees including, national and international conference subcommittee and YIA subcommittee should be commissioned by the President and the Board to address the sub specialty need of the association. A committee shall include one chair. One or two co-chairs may be needed. The chair and co-chairs of each committee should be nominated by the president and approved by a majority of votes of the board (two third). The term of a committee chairman is also two years and eligible for two consecutive terms. Subcommittees are encouraged to recruit members, organize sub specialty meetings (such as EP, imaging, structural, congenital, China Chapter, etc.).

Task-force Working Committees: All working committee chairs should be nominated by the president and approved by the majority of the board. The committee chairs shall nominate the co-chair(s) and the committee members, and approved by the board.

Section Six – Resignation. A board member may resign by filing a written notice for any reason. Any vacancy left on the board, because of resignation, removal, illness or otherwise, shall be filled by a person proposed by the president and approved by a majority vote of the board members. The new board member voted to serve the vacancy shall serve the remaining term of his/her predecessor in office.

Section Seven – Removal. A board member may be removed by a majority vote of the board members according to the Code of Conduct. The removal of the president of the board shall be determined by a two-third majority vote of board members.

Article VI. Board of Trustees (BOT).

Section One – Qualification. The BOT members shall be composed of the past presidents and selected past Board members. A current board member should not serve as a BOT member.

Section Two – Officers. The BOT members are the Chairman and members. The Chairmen will be the immediate past president. The candidates of BOT will be nominated by the BOT board members and approved by the BOT board (two third majorities).

Section Three – Terms. The incoming BOT chairman shall serve one term (2 years). The term limit for other BOT members is 6 years and total numbers should be no more than 8.

Section Four – Duties and responsibilities. The BOT has the responsibilities to 1) support, facilitate and assist the elected executive board and helps to build long term health, stability, and direction of CNAHA; 2) network with the other organizations, industries, communities and individuals to expand the impact of the association; 3) fund raising, to expand the financial foundation of the association.

Section Five – Resignation. A BOT member may resign by filing a written notice for any reason.

Section Six – Removal. A BOT member may be removed by a majority vote of the board and BOT members if there is sufficient evidence indicating that the BOT member violates the rules of CNAHA or engages in any activities against the mission of CNAHA.

Article VII. Advisory Board 

Section One – Qualification. Advisory Board members are composed of prominent leaders in cardiovascular medicine, education, research, advocacy, government, and industry, who are willing to help CNAHA and its mission. Advisory Board members is a lifetime appointment unless they resign or deceased.

Section Two – Selection process. A candidate can be nominated by voting members of CNAHA. The Board Members needs to be approved by the board (2 / 3 majority).

Section Three – Duties. The Advisory Board member may make recommendations to the Board regarding solutions to issues CNAHA may face and strategic directions CNAHA may take.

Article VIII. Finance: 

The CNAHA is a non-for-profit academic organization. The CNAHA shall be operated exclusively for scientific and educational and humanitarian purposes. The income of the CNAHA comes from the membership fees, contributions, donations from other organizations, industries and individuals, and publications. The CNAHA spends its funds on supporting cardiovascular clinical, research and educational and humanitarian programs that best fit the mission of the CNAHA and benefit the general public. The CNAHA shall control costs for management and fund-raising purposes. Those who render services to the CNAHA may receive compensations for their services and reimbursement for expenses, which will be recorded in the annual budget and approved by the board and BOT.

Article IX Quorum and Voting

With respect to any meeting of the members, half of the voting members shall constitute a quorum. If a vote is taken on any matter at a meeting, except as otherwise provided herein, the matter shall be acted upon affirmatively on a favorable vote of a majority (more than 50%) of the members present and voting if there are only two options/candidates. However, if each one won exactly 50%, the one with the president in will be the winner. If there are more than two options/candidates, the one who had won the most votes will be the winner.

Article X. Amendments

The Bylaws are to be interpreted by the Board of CNAHA. The bylaws of this association may be amended, repealed, or added to. They may be modified or amended with the consent of half votes from the Board Members submitted for that purpose. An amendment to these bylaws may be made in accordance with the following procedures:

1. The proposed amendment must be sponsored by at least five voting members or three board members of the CNAHA by email or written mail.

2. The proposed amendment must be circulated by email or in writing to all board members, at least 2 weeks prior to the board meeting.

3. A vote shall be cast by mailing or emailing the ballot to the General Secretary and the president.

4. The proposed amendment may be adopted by an affirmative majority vote of board members casting their votes.

Article XI. Dissolving the Association

The association may be dissolved by two-thirds majority votes of both Board and BOT, taken by written ballot. In the event of dissolution of the CNAHA, all of the remaining assets and property of the CNAHA shall, after paying or making provision for the payment of all of the liabilities and obligations of the CNAHA and for necessary expenses thereof, be distributed to such organization or organizations organized and operated exclusively for such purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) for the Internal Revenue Code of 1986, as the Board shall determine. In no event shall any of such assets or property be distributed to any member, board member, or officer, or any private individual.

Regulations for CNAHA

1.  National or international delegate selection: The delegate selection will be fair and transparent. The first tier preference refers to members who were not fully funded delegates in the prior year. The second tier back up refers to the prior year delegates who can serve as a back-up if necessary. This rule, however, applies to neither self- or industrial-funded delegates, nor the President of CNAHA. An industrial/institutional funded delegate may not apply for the duplicated travel or financial compensation.

2. Young Investigator Award (YIA) committee: Young Investigator Award (YIA) committee chair with one or two co-chairs is responsible for organizing Scientific Symposium and YIA competition programs in scientific conferences. The presentation and award selection should be fair and transparent. Faculties who have the official appointment in the same institution and co-authorship with the awardees within the recent three years should identify their conflict of interest and shall not vote on the particular matter. The awardees should be no more than one person from the same institution.

3. Code of Conduct: No board member shall use board position for personal gains. No board member shall use board meeting or the board chain email to engage unprofessional and personal attacks. If the involved individuals cannot resolve their differences on their own, the controversy can be brought to the board by three board members for discussion and resolution. “Three-Strike Rule” will apply: misconduct by a board member is adjudicated to be valid by more than 50% of the board members. There will be an initial warning for the first time, and followed by a serious warning for the second time and expulsion from the board after the third time.

4. There should be no conflict of interest. Any potential for conflict of interest should be disclosed to the board. For example, the current board members or president should not serve important position in other similar organization unless it is approved by the current board or election committee.

5. No irregular activity will be tolerated. Members who engaged such activity will be permanently banned from CNAHA (moved to here from the section of the election in the bylaw).