BY-LAWS OF THE WISCONSIN CHAPTER OF THE CLINICAL LABORATORY MANAGEMENT ASSOCIATIONS, INC. PURPOSE Vision: The Wisconsin Chapter of the Clinical Laboratory Management Association will be the leader and catalyst in achieving excellence in health-care management and quality clinical services as a positive force for a healthier world. Mission: The Wisconsin Chapter of the Clinical Laboratory Management Association is a professional association dedicated to excellence in clinical services; to enhancing professional, managerial, and leadership skills; to promoting efficient, productive, and high-quality operations; and to advocating on behalf of quality patient care and the membership. Shared Values: The Chapter’s core values are intended to guide CLMA members, leaders, and staff in implementing the strategic plan. These values are: teamwork, high-quality clinical services, personal development, valuing individuals/diversity, education and learning, caring/service to others, leadership, equitable access to health care, and high ethical standards. ARTICLE I General Section 1. Name. The name of this organization is the Wisconsin Chapter (Chapter) of the Clinical Laboratory Management Association, Inc. (CLMA). Section 2. Authority. This Chapter is a non-profit corporation established under the laws of the State of Wisconsin. Section 3. Fiscal Year. The fiscal year of this Chapter shall be the calendar year. ARTICLE II Members Section 1. Qualification and Dues. Regular voting members shall be persons who have paid their national and Chapter membership dues, and are (1) engaged in the supervision or administration of clinical services; (2) engaged at supervisory or managerial levels in the manufacture or distribution of supplies, equipment, or services to clinical service personnel; or (3) engaged in the education of clinical service personnel. Membership in the international CLMA organization is a requirement for membership in the Chapter.Associate members are non-voting members and shall be persons who do not fit into one of the three groups of regular voting member described in Article II, Section 1, paragraph a. These members shall receive benefits as determined by the Board of Directors. The Board of Directors will determine membership dues for the Chapter. Section 2. Privileges, Communication. Each member is eligible to attend membership meetings, Board of Director meetings upon prior notice to the President, serve on committees and receive official Chapter publications. Each regular voting member in good standing shall be entitled to one vote, either in person, at meetings of the members or via ballot. Only regular voting members can hold an elected office. Notices to members shall be communicated at least ten days in advance of the date of the meeting or election to the email or mailing address contained in the Chapter’s membership database. Meeting dates and minutes will be published on the chapter’s web-site. Section 3. Meetings of Members, Waiver of Notice. The Chapter will endeavor to hold two meetings per year, at a time and place as determined by the Chapter directors. The annual meeting of the members shall be the first meeting of the calendar year. The Chapter President may call special meetings of the members. Attendance by a member at a meeting shall constitute a waiver of notice, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because such a meeting is not lawfully convened. Neither the business to be transacted at, nor the purposes of any meetings of the members need to be specified in the notice or waiver of notice, of such meeting except as required by the Articles of Organization. Section 4. Quorum. At any meeting of the members or for an election, twenty-five percent (25%) of the members, whether in person or by proxy- at least one who shall be a board of directors member, shall constitute a quorum. Action shall be taken by a majority of votes cast. Section 5. Membership Not Assignable. Membership shall not be assignable, nor shall membership or any other interest in the organization, pass by operation of law, or otherwise, to anyone other than a member. Section 6. Termination of Membership. Any member may be removed from office at any time, for good cause, shown by the affirmative vote of two-thirds of the Board of Directors. If the dues of any member are not paid by the member’s established anniversary month, this membership shall automatically terminate. ARTICLE III Directors Section 1. Number, Qualification and Election. The maximum and preferred composition of the Board of Directors shall be nine directors, seven (7) voting and two (2) non?voting (President and Past President). The minimum composition shall be seven, five (5) voting and two (2) non-voting (President and Past President). Only regular voting members are eligible for election to the Board of Directors. Nominations for Directors shall be obtained, ballots and biographies of the candidates shall be communicated via email and the chapter website, and ballots are to be returned in time for the election results to be announced at the annual meeting. Section 2. Term of Office. The director’s term of office shall be for three (3) years and will begin at the first board meeting after their announcement to the membership. Directors shall hold office until their successors are elected and announced to the membership. No person shall serve as a director for more than two (2) consecutive terms. Section 3. Powers and Duties. The directors shall have and may exercise all of the powers of the Chapter to conduct and manage the affairs and business of the Chapter between regular meetings of the membership. It is the duty of the directors to attend 50% of the board meetings and complete duties as assigned by the board. Section 4. Meetings of the Directors, Communication, Waiver of Notice. Regular meetings of the Board of Directors shall be held at such time and place as determined by the Chapter Directors. The President or any two (2) directors may call special meetings of the Board of Directors. Notice of director’s meetings shall be communicated at least ten days in advance of the date of the meeting. Attendance by a director at a meeting shall constitute a waiver of notice, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because such a meeting is not lawfully convened. Neither the business to be transacted at, nor the purposes of any meetings of the Board of Directors need be specified in the notice, or the waiver of notice of such meeting. The transactions of any meeting, however called and wherever held, shall be as valid as though carried on at a meeting duly notified, if a quorum is present and either before or after the meeting each of the directors not present in person, waives notice thereof. All such waivers shall be filed with the corporate records and made part of the minutes of the meeting. The Board of Directors may take action without a meeting if all of the directors consent in writing to such action. Such written consent shall be filed with the minutes of the proceedings of the Board. Section 5. Quorum. At any meeting of the Board of Directors, participation by a simple majority of the board shall constitute a quorum. Action shall be taken by a majority of votes cast. In the case of a tie vote the President will cast a vote to break the tie. Section 6. Committees. The directors may appoint such committee or committees from within or outside of their own number as they may in their discretion from time to time determine, and such committees shall have such terms and powers as the directors may determine. Section 7. Resignation. A director may resign from the board by a resignation in writing delivered to the secretary at least thirty (30) days prior to the effective date thereof. Section 8. Vacancies and Removal. A vacancy of the Board of Directors may be filled at any time by the affirmative vote of the majority of the Board of Directors. Any director may be removed at any time for good cause shown by the affirmative vote of two-thirds of the Board of Directors. ARTICLE IV Officers Section 1. Officers of the Chapter. The officers of the Chapter shall consist of a President, a President-Elect, a Secretary, a Treasurer, and such other officers as the Board of Directors may from time to time determine. Section 2. Election and Term. Each of the officers shall be elected by a majority of the Board of Directors at its annual meeting. The term of office is one year for all officers except the President, President-Elect, and Past-President. Section 3. Duties and Term of the President. The president shall be the chief executive officer of the Chapter and shall conduct the management of the operations of the Chapter. The President is responsible to the Board of Directors and shall preside at all meetings of the Board of Directors. The President shall not be counted for the purpose of determining the presence of a quorum at any meeting of the Board of Directors or committees unless he or she is also a member thereof. The President is a non-voting member of the Board of Directors and only votes in case of a tie. He or she may call special meetings of the Board of Directors when he or she deems it necessary and appropriate. The President will have signatory privileges. The term of the President is for two years. Section 4. Duties and Term of the President-Elect. The President-Elect shall assume the duties of the President in the event of his or her absence. The President-Elect will automatically assume the two (2) year term as President after his/her two (2) year term as President-Elect. Section 5. Duties of Secretary. The Secretary shall keep a faithful record of the proceedings of all meetings of the Board of Directors and record the names of the directors present at each meeting. The Secretary shall give notice of all meetings to the directors, as herein provided. The Secretary shall have such other powers and perform such other duties as are customarily incident to the office of secretary and may from time to time be assigned to him or her by the Board of Directors. In the absence of the secretary, the directors may from time to time appoint a secretary pro tempore to serve until the Secretary resumes his or her duties. Section 6. Duties of the Treasurer. The treasurer shall have responsibility for the custody and safekeeping of all funds, securities, drafts, notes and other financial obligations of the Chapter; shall have charge of their collection, receipt, and disbursement only in such manner as the Board of Directors may require and shall keep complete and accurate records of these transactions. All checks issued in excess of $3000.00 shall be signed by both the President and Treasurer. The Treasurer will render to the Board of Directors, at their annual meeting or whenever they may require, an account of his or her transactions as Treasurer and of the financial condition of the corporation. In general, the Treasurer shall have such other powers and perform such other duties as are incident to the office of treasurer and as from time to time may be prescribed to by the Board of Directors or the President. Section 7. Duties of Other Officers. Any other officers appointed or elected by the directors shall perform such duties as may be assigned to them. The function of the Past-President is to provide continuity and assistance to the new directors. The term of the Past-President is two years. Section 8. Audit. The Board of Directors shall cause the books and accounts of the Chapter to be audited by an independent certified public accountant and be submitted to CLMA or, in lieu of such audit, conduct such other form of yearly financial review consonant with the resources of the Chapter and good accounting practices. Section 9. Number of Offices Held. Except as otherwise required by law, any person may hold two or more offices in the Chapter at the same time. Section 10. Vacancies and Removal. The Board of Directors may fill a vacancy in any office at any time. Any officer, committee member, employee or agent appointed by the Board of Directors may be removed from office for good cause shown at any time by the affirmative vote of a majority of the Board of Directors. ARTICLE V Indemnification Section 1. Indemnification. The National office shall indemnify any director, officer, or employee of this Chapter against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceedings, or in connection with any appeal therein in which he or she is made a party by reason of being or having been such director, officer or employee, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceedings, to be guilty of bad faith or willful misconduct. Section 2. Liability Insurance. The National office shall seek to provide the Chapter, appropriate liability insurance coverage for directors, officers, committee members, employees and agents. ARTICLE VI Parliamentary Procedure Section 1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Chapter in all cases in which they are applicable. ARTICLE VII Chapter Responsibilities Section 1. This Chapter is a chapter of CLMA. The bylaws, policies, and procedures of the CLMA shall take precedence over any bylaw, policy, or procedure of the Chapter. ARTICLE VIII AmendmentsSection 1. The Board of Directors or any regular voting member of the Chapter may propose amendments to the by-laws. Proposed amendments to the by-laws are to be submitted to and approved by the national CLMA prior to vote by the membership. Once approved, these by-laws may be adopted at any meeting of the members by a two-thirds vote provided that such amendments have been distributed to the membership 10 days prior to the meeting. ARTICLE IX Dissolution/Revocation Section 1. Dissolution. Subject to the requirements of law and of the Articles of Organization, the Chapter may at any time dissolve and wind up its affairs by the affirmative vote of two-thirds of its members. Section 2. Revocation. CLMA may revoke this Chapter’s Affiliation Agreement for failure to comply with CLMA’s Articles of Incorporation, by-laws and adopted standards, policies and procedures. Section 3. Distribution of Assets. In the event of the dissolution of the Chapter, no member shall be entitled to any distribution of its assets. After payment of all debts and obligations of the Chapter, the remaining assets shall be transferred to CLMA.