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Bylaws
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                                                                                                            AMERICAN REGISTRY FOR
                                                                                         DIAGNOSTIC MEDICAL SONOGRAPHY BYLAWS 
 
 
Article 1 – General
1.1 Name. The name of the corporation shall be the American Registry for Diagnostic Medical Sonography, Inc. (“ARDMS”).
 
1.2 Purpose. The ARDMS is organized and shall be operated exclusively as a nonprofit corporation. In the public interest, the ARDMS shall establish, implement and administer standards, policies, procedures, and sanctions for and relating to certification of diagnostic ultrasound professionals and maintain a registry of certified persons.
 
1.3 Additional Purposes. The ARDMS may pursue any other lawful purposes that may be approved by the Board of Directors, so long as they are in accordance with Section 501(c)(6) of the Internal Revenue Code as it may be amended, and are in compliance with the requirements of the Ohio Nonprofit Corporation Law; provided, however, that no part of the net earnings of the ARDMS shall inure to the benefit of any Officer or Director of the ARDMS.
 
1.4 Membership. There shall be no members.
 
Article 2 – Offices
2.1 Principal Office. The principal office of the ARDMS shall be located at such place as shall be determined by the Board of Directors.
 
2.2 Additional Offices. The ARDMS may also have offices at such other places as the Board of Directors may from time to time determine.
 
Article 3 – Board of Directors
3.1 Powers. The Board of Directors (“Board”) shall govern the affairs of the ARDMS, shall determine its policies, shall actively pursue its purposes and shall have discretion in the disbursement of its funds. In the execution of its powers, the Board may appoint agents to facilitate the conduct of its business.

3.2 Number, General Qualifications and Elections. The Board of Directors shall consist of not less than nine or more than thirteen natural persons. Prior to election, a Director, except the Public Representative, must have served at least three years, or one complete term, on an ARDMS Exam Development Task Force (EDTF) and within three years from the end of a complete term of EDTF service. Directors shall be elected by a majority vote of the voting class members, who are EDTF members that have completed one term of service. Elections will be held by electronic or regular paper balloting.

3.3 Special Qualifications. Overall Board composition shall conform to the following requirements:

A. A majority of the Directors must be ARDMS-registered non-physicians/non-scientists.
B. All first-time Directors, except the Public Representative must, within the last six years, have served at least three years on an Exam Development Task Force.
C. All Directors, except the Public Representative, must have been active in the field of ultrasound within the last three years.
D. At least one Director must have served at least three years on an Exam Development Task Force within the Registered Diagnostic Cardiac Sonographer (RDCS) credentialing area.
E. At least one Director must have served at least three years on an Exam Development Task Force within the Registered Diagnostic Medical Sonographer (RDMS) credentialing area.
F. At least one Director must have served at least three years on an Exam Development Task Force within the Registered Vascular Technologist (RVT) credentialing area.
G. At least one Director must have served at least three years on an Exam Development Task Force within the Registered Physician in Vascular Interpretation (RPVI) credentialing area.
H. At least one Director must be a physician who actively practices within the field of ultrasound.
I. At least one Director must have served at least three years on an Exam Development Task Force within the Principles & Instrumentation examinations(s) area.

3.4 Terms. Directors shall be elected by the voting-class of EDTF members so that there are three groups of approximately equal size with the staggered term of each group ending in consecutive years. Unless otherwise specified in these bylaws, and unless to fill the unexpired portion of a term of another director which shall count as a full first term. The term of a director shall be three (3) years. A Director may be re-elected for one additional consecutive three-year term, after which the Director may not be elected to an additional term on the Board for at least twelve months.
 
3.5 Resignation, Removal and Vacancy. Directors may resign their office by giving written notice specifying the date of such resignation to the Secretary and Chair. Any Director may be removed without cause by a two-thirds vote of the Directors at any meeting duly called and at which a quorum is present. Any Director who misses two consecutive Board meetings, without providing to the Chair, in advance, an excuse judged by the Board to be adequate, shall be deemed to have resigned.
In the even of the death, resignation or removal of any Director, the Board Development Committee will recommend to the Chair whether the selection of a successor should be through Board appointment or election by the voting class of EDTFs.

An appointed Director by the Board (2/3 majority vote) shall serve the unexpired portion of the existing term of the vacant position. If the remaining time of the vacated term is greater than one-half of the existing three year term (18 months and 1 day), it shall be considered a full three year term. The appointed director is eligible to seek election for one additional three year term. If the remaining term is less than one half of the existing three year term (18 months less a 1 day), the appointed director would be eligible for election for two three year terms at the conclusion of the existing term.

If the recommendation is to have the vacated position (regardless of the time remaining) filled by an election by the voting class of EDTFs, this position shall be placed on the next available Board ballot and follow all existing ARDMS election policies and procedures.

3.6 Compensation of Directors. Directors shall not receive any compensation for their services as Directors, but the Board may by resolution authorize reimbursement of Directors for reasonable expenses incurred in the performance of their duties. 
 
Article 4 – Officers

4.1 Number and Positions. The Officers of the ARDMS shall be elected by majority vote of the Board of Directors and shall be the President (“Chair”), Vice-President (“Vice-Chair”), Secretary, Treasurer, and, either, Chair-Elect or Past Chair. Only the offices of Secretary and Treasurer may be held by the same person. All Officers shall be Directors. Sonographers/Vascular technologists shall fill at least two Officer positions. Whenever a Chair begins a second year of office as described herein, a Chair-Elect shall be elected by the Board. Such Chair-Elect shall serve a one -year term, and shall become Chair at the annual meeting one year after election, as further provided in Section 4.2 below.
 
4.2. The Past Chair shall serve a one-year term following completion of the term as Chair.

4.3 Terms of Office. After one year of service on the Board, any Director may be elected an Officer by the Board Directors. Officers shall take office following the close of the annual meeting. Except for the Chair, Chair-Elect, and past-Chair each Officer shall be elected for a two -year term, and may be re-elected for additional terms. The Chair shall be elected for one two-year term, which election shall operate to extend, if necessary, the Chair’s election as a Director to be concurrent with the Chair’s term. The term of office for the Chair shall be one year as Chair-Elect, two years as Chair and one year as Past Chair. There shall be either a Chair-Elect or Past Chair on the Board at all times, but not both concurrently.
 
4.4 The Chair. The Chair shall preside at all Board meetings, serve as the primary communication link between the Board and the Executive Director, and fulfill such other duties as are defined in these Bylaws or in Board policies. If at any meeting the Chair is unable to be present, the Vice-Chair shall be acting Chair of such meeting. The Chair may vote on the occasion of a tie vote, but not otherwise.
4.5 The Vice-Chair. The Vice-Chair shall serve a two year term and shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair, and fulfill such other duties as are assigned from time to time by the Chair or the Board.
 
4.6 The Chair-Elect. During the time of service (every other year, in the second year of the Chair’s term of office), the Chair-Elect shall work with the Chair and Executive Director on matters which will prepare the Chair-Elect for future service as the Chair, and fulfill such other duties as are assigned from time to time by the Chair or the Board.
 
4.7 Past Chair. During the time of service (every other year, in the first year of the Chair’s term of office), the Past Chair shall work with the Chair and Executive Director on matters which will facilitate a smooth transition for the incoming Chair, and fulfill such other duties as are assigned from time to time by the Chair or the Board.
 
4.8 The Secretary. The Secretary shall serve a two-year term and shall assure that notice required by these Bylaws is given and shall keep a record of the proceedings of all meetings of the Board. The Secretary may perform any other duties incident to the office of Secretary or as may be assigned by the Chair of the Board.
 
4.9 The Treasurer. The Treasurer shall oversee the financial affairs of the ARDMS, and shall regularly report to the Board about these affairs. The Treasurer may perform any other duties incident to the office of Treasurer or as may be assigned by the Chair or the Board. The Treasurer may hold the office of The Secretary.
 
4.10 Resignation, Removal and Vacancy. Officers may resign their office by giving written notice specifying the date of such resignation to the Chair. In the event of the Chair’s resignation, notice should be given to the Secretary. Any Officer elected by the Board may be removed from office at any time with or without cause by the affirmative vote of the majority of the Board, whenever, in their sole judgment, the best interest of the ARDMS will be served thereby. If the office of any Officer becomes vacant for any reason, the vacancy shall be filled by the Board.

Article 5 – Meetings of the Board of Directors

5.1 Meetings. Regular meetings of the Board shall be held at least twice per year. The Board shall designate one such meeting as the annual meeting at which Directors and Officers shall be elected. Special meetings of the Board may be held upon call of the Chair or upon request of a majority of the Directors. Regular and special meetings of the Board may be held at such date, time and place as determined by the Board.
 
5.2 Elections. Board of Director and Exam Development Task Force (EDTF) member elections occur annually by a nominating process from the EDTFs and sonography community and through ballot voting, by the voting class EDTF members, that may involve an electronic process. The Board Officer elections occur according to the Board Officer terms by the Board of Directors through a nomination process by the Board of Directors and elected by the Board of Directors through balloting, which may involve an electronic process.
 
5.3 Notice. Written notice of a regular or special meeting must be sent to each Director at each Director’s last recorded address by mail, facsimile, electronic, or other mode of transmission at least ten and no more than sixty calendar days prior to the meeting. However, if the Chair determines that immediate Board action is required, an emergency meeting not including changes to Bylaws may be held upon at least four hours prior notice to each Director. Following notice to all directors, if a quorum of the Board of Directors is not present at the designated time for the emergency meeting, the Executive Committee with a quorum present may act upon the matter immediately and report to the Board within five (5) days.
 
5.4 Waiver. Notice of the time, place, and purposes of any meeting of the Board may be waived in writing, either before or after the holding of such meeting by any Director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any Director at such meeting without protesting notice, prior to or at the commencement of the meeting, shall be deemed to be a waiver of notice of such meeting to the Director present.
 
5.5 Quorum. A majority of the Directors entitled to vote on a matter shall constitute a quorum at any meeting of the Board.
 
5.6 Action Without A Meeting. Any action which may be authorized or taken at a meeting of the Directors may be taken without a meeting with the affirmative vote or approval of, and in writing signed by, all of the Directors who would be entitled to notice of a meeting for such purpose. Such writing shall be filed with the records of the ARDMS.
 
5.7 Participation By Conference. Directors may participate and vote by telephone conference call or by means of any other technology whereby all Directors participating can hear each other at all meetings of the Board. Action taken by voice vote during a telephone conference call shall be a valid action of the Board and shall be reported at the next regular meeting of the Board.
 
5.8 Proxy Participation Disallowed. Presence or participation in any meeting of the Board by proxy shall not be allowed.
 
Article 6 – Committees of the Board and Other Entities

6.1 Standing Committees. The Board shall appoint the following Standing Committees, which shall be advisory only, unless by resolution the Board directs the Committees to take specific action: Executive Committee, Board Development Committee, Finance and Audit Committee, Certification Committee, Exam Development Committee, and Legislative/External Affairs Committee. Members and Chairs of Standing Committees shall be persons appointed by the Board Chair and approved by the Board. The Board Chair shall be a non-voting ex officio member of all Committees. Standing Committees may have members who are not Directors, provided, however, that a Board Director shall Chair each Standing Committee and one member of each Standing Committee shall be a Director. Standing Committee Chairs and members shall serve one-year terms and may be reappointed by the Chair of the Board of Directors. All Standing Committees shall meet on a quarterly basis.

6.1.1 Executive Committee: The Executive Committee shall be comprised of the Officers of the Board of Directors, plus one physician appointed by the Chair for a one-year term in the event none of the Officers is a physician. The Executive Committee is authorized to act on such matters as are defined and delegated to it by resolution of the Board of Directors; the Executive Committee shall meet at least quarterly and as necessary to perform the functions delegated to it by Board resolution. The Executive Committee may also act on emergency matters in accordance with Section 5.3 of these by-laws. On those matters delegated to it by Board resolution, and in the event the Board is unable to act on an emergency matter in accordance with the stated notice and a quorum present under Section 5.3 of these by-laws, the Executive Committee shall have the full authority of the Board of Directors to act and bind the organization between meetings of the Board of Directors.
 
6.1.2 Board Development Committee. The Committee shall consist of four Directors and one non-Director. The Committee shall serve as the nominating committee for Directors and Officers, assist in the selection process for Exam Development Task Force members, provide for new Director and EDTF orientation, provide for Board training and evaluation, and maintain, review and recommend changes to the Bylaws, Strategic Plan, or other governance policies.
 
6.1.3 Finance and Audit Committee. The Committee shall consist of five members. At least three of the members must be Directors and must include the Public Representative Director. The Chair of this Committee shall be the Treasurer. The Committee shall recommend policies to the Board regarding the budget process and other financial matters including examination fees, and recommend and confer with any external auditor.
 
6.1.4 Certification Committee. The Committee shall consist of eight members. At least four members must be Directors, and may include the Public Representative. The Committee shall recommend policies to the Board regarding eligibility criteria for examinations, continuing competency, recertification, discipline and appeals.
 
6.1.5 Exam Development Committee. The Committee shall consist of three Directors and the Coordinator of each Exam Development Task Force. The Committee shall recommend policies to the Board regarding task analyses, exam administration, scoring, quality evaluation, and the exam development process.
 
6.1.6 Legislative/External Affairs Committee: The Committee shall consist of five members, three of which shall be Directors, with at least two physicians and at least two sonographers. The Committee shall recommend policies to the Board regarding the legislative, regulatory, professional, and health and patient care environment that impacts the mission of the ARDMS.
 
6.2 Exam Development Task Forces. Exam Development Task Forces (EDTFs) shall consist of persons having subject matter expertise in content areas, which correspond to the specific examination. Each Task Force shall select annually one person as Chair to coordinate the activities of the Task Force. That person will also serve as a member of the Exam Development Committee. Task Forces shall perform the duties necessary for the development of examinations under the policies set forth by the Board of Directors. The Board shall adopt policies that provide for the selection, assignment, term, and other matters relating to service of volunteers in developing all ARDMS examinations.
 
6.3 Other Committees, Task Forces and Advisory Groups. The Board or Chair may create such other committees, task forces, or advisory groups as may be desirable for the effective operation of the ARDMS. Members of these groups shall be appointed by the Board or the Chair.
6.4  Removal of Chairs and Members of Committees and Exam Development Task Forces. Chairs and other members of Standing Committees and Exam Development Task Forces may be removed without cause by majority vote of the Board of Directors. Members of other Committees, other Task Forces, and Advisory Groups may be removed by the Chair of that entity following consultation with the Board Chair.
 
6.5 Consultants and Agents. The Board shall retain the ARDMS auditor and the ARDMS general counsel. 
 

Article 7 – Executive Director

The Executive Director shall be appointed by the Board to serve at the pleasure of the Board and to function as the Chief Executive Officer. The Executive Director shall be directly responsible to and compensated by the Board. The Executive Director’s performance shall be reviewed annually by the Officers who shall present a report with recommendations to the Board. The Executive Director shall serve as an ex-officio member of the Board without vote and shall not be counted in determining the total number of authorized Directors.
 
Article 8 – Fiscal Year

The Board shall have the power to determine the fiscal year of the ARDMS.
 
Article 9 – Indemnification

 The ARDMS shall provide for indemnification by the ARDMS of any and all of its Directors or Officers or former Directors or Officers to the extent permitted by Ohio law. The ARDMS may purchase insurance for indemnification.
 
Article 10 – Dissolution

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation by payment to a suitable organization for the purpose of maintaining a registry in medical sonography, or, should no such organization exist, to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any of such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said Court shall determine, which are organized and operated exclusively for such purpose.
 
Article 11 – Amendments

These Bylaws (which are also the “ARDMS Governing Regulations”) may be amended or repealed by the affirmative vote of two-thirds of the Board at any regular meeting of the Board or at any special meeting of the Board if notice of the proposed amendment or repeal is contained in the notice of such regular or special meeting. Notice of any meeting of the Board in which the proposed amendment or repeal of these Bylaws is contained shall be in writing and shall be sent by mail, facsimile, electronic or other mode of transmission to each Director at their last recorded address at least thirty and no more than sixty days prior to the meeting.