Article I: Name and Purpose Section 1: Name This society shall be known as the “South Carolina Society of Echocardiography”, hereafter referred to in these bylaws as the SCSE or the society. Section 2: Purpose The purpose of the SCSE shall be to advance the profession of cardiac sonography and to further the welfare and socioeconomics of the cardiac sonographer. This corporation is organized exclusively as a nonprofit corporation, and its activities shall be conducted for the previously mentioned purposes in such a manner that no part of its net earnings or income will incur to the benefit of any member, Board Member, Officer, or individual. Section 3: Function A. To provide a forum to conduct SCSE business. B. To disseminate information pertinent to professional growth C. To provide and promote high standards of education (initial and continuing) D. To encourage quality cardiac imaging and patient care E. To establish and promote policies relevant to the profession F. To facilitate and provide a forum for communication between individual members with a common professional interest Article II: Membership Section 1: Non-discrimination Policy The SCSE is committed to equal opportunity and non-discrimination in all programs and activities. No one shall be denied opportunities, membership, and/or benefits based on age, sex, color, race, creed, national origin, religious persuasion, material status, sexual orientation, gender identity, military status, political belief, or disability. Section 2: Universal Requirements Membership is a privilege and not a right, and is contingent upon compliance with these bylaws. No person shall be accepted or continued as a member unless that person is of good moral character and follows professional ethical standards and scope of practice. Section 3: Membership Categories A. Active: Sonographers currently performing cardiac ultrasound procedures in a clinical setting, physicians actively engaged in the field of clinical ultrasound, educators, and scientists directly involved in the field of ultrasound through physics, engineering, biology, or basic research. Each active member shall have full voting rights in all SCSE membership meetings. B. Affiliate: Persons working in the commercial field of ultrasound or any other interested persons not qualified under other membership categories. Each member in this category shall have the right to attend and address the membership at all SCSE meetings, but shall not have the right to make motions, vote, or hold office. C. Honorary: Persons who have been active members or others, who have given outstanding service and support to the SCSE. Honorary life-long membership shall be by the nomination of any member of the SCSE and requires approval of two-thirds (2/3) majority of the Board of Directors. Honorary members will not be charged dues. Each member of this category shall have the right to attend and address the membership at all SCSE meetings and shall have the right to make motions and vote. D. Student: Persons studying disciplines pertinent to the society, in a full-time formal training program. They must document their status annually at the time of dues collection. Each member in this category shall have the right to attend and address the membership at all SCSE meetings, but shall not have the right to make motions, vote, or hold office. E. Inactive/Retired Members: Persons who are no longer actively engaged in the field of cardiac ultrasound and who have applied for inactive status. They shall have the right to make motions and vote, but will not be able to hold office. Section 4: Application for Membership An electronic application shall be completed by the applicant and submitted to the membership committee for review and subsequent action in accordance with these bylaws. The applicant shall receive an electronic copy of these bylaws with the notification of acceptance. Section 5: Membership Fees and Renewal A. Each category of membership (excluding honorary members) shall pay an annual fee, renewable each year, to be determined by the SCSE Board of Directors. Dues shall be paid by the expiration date. B. No member who is in arrears for dues shall vote or hold office or be entitled to receive reports of transactions of the Society. Any person who is in arrears for more than sixty days will be removed from the rolls for non- payment of dues. They may reapply for membership. Section 6: Resignation Any member may resign membership from the SCSE by written communication to the SCSE. Resignation from membership does not constitute eligibility for refund of all or partial annual membership dues. Section 7: Suspension and Expulsion Any member shall be subject to suspension or termination of membership if in violation of the Articles and/or Bylaws. Upon notice to all Board of Directors, a member may be removed by a majority vote of all other Board of Directors at a called Special Meeting. A. If the majority Board of Directors deems the charges sufficient; the person charged shall be advised in writing of the charges. B. Not less than fifteen days prior written notice of the suspension or expulsion and the reasons therefore; and an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the suspension or expulsion by a person or persons authorized to decide that the proposed suspension or expulsion not take place; or it is fair and reasonable taking into consideration all of the relevant facts and circumstances. C. Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records. D. A proceeding challenging a suspension or expulsion, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the suspension or expulsion E. A member who has been suspended or expelled may be liable to the corporation for dues, assessments, or fees as a result of obligations incurred or commitments made before suspension or expulsion. Section 8: Reinstatement A member who has resigned or whose membership has been deleted from the Society for other reasons may be reinstated only after submission of an application and appropriate fees. Article III: Board of Directors Section 1: Number The governing body of this society will be the Board of Directors, consisting of a minimum of eight voting members in good standing, nominated, and elected by ballot. The affairs, business, property, and concerns of this society will be vested in the Board of Directors for the benefit of the society. At least one member and no more than four must come from each of the geographical regions established by the Board of Directors. At least one seat shall be filled by a physician who will serve as an advisor. One seat shall be filled by a faculty member of an accredited cardiac sonography program in South Carolina. One seat may be filled by an active member in good standing from outside the state of South Carolina. All sonography board members must hold current RDCS credentials from ARDMS and/or, ACS,RCS, RCCS from CCI. Section 2: Nominations The nominee should be a current and active member of the SCSE. Section 3: Election The Board of Directors shall be elected by a majority vote of the general membership through a voting process. In the event of a tie vote, the President (who did not vote in the initial election), without knowledge of the outcome of the election, shall vote to break the tie. Each elected board member will serve a two-year term. Sonography board members must have five years of clinical experience in the field of cardiac sonography. Section 4: Powers and Duties of Board Members The power and duties of the Board of Directors shall consist of, but not be limited to the following: A. Carry out the purpose of the society in accordance with the bylaws. B. Devise and execute such measures, policy, and procedures as they deem proper to promote the purpose of the society for the members’ benefit C. Establish committees as deemed necessary to aid the SCSE in its activities. Such committees shall be responsible to the Board of Directors and may be altered or eliminated at any time by the Board of Directors. D. Call and hold all regular and special meetings of the society and the Board of Directors at such places and times as deemed proper. E. Adopt and monitor the finances and establish an annual budget. F. Employ such personnel as may be necessary to conduct the business of the SCSE. G. Fulfill requirements of the SCSE regarding annual renewal, including documentation of corporate existence and proof of current IRS tax-exemption status. Additionally, documentation of appropriate tax returns being filled with the IRS in the prior year. H. The Board of Directors will make a report to the general membership at the annual meeting. Section 5: Resignation A board member may at any time resign his office by giving notice in writing to the Board of Directors. Section 6: Removal Any Board Member shall be subject to removal. Upon notice to all Board of Directors, a member may be removed by a majority vote of all other Board of Directors at a called Special Meeting. Section 7: Vacancy Should any vacancy occur on the Board of Directors, it will be filled without undue delay by special appointment by the Board of Directors. Those so appointed will fill the vacancy for the unexpired term of the previous occupant or until the next general election. Article IV: Officers Section 1: Officers The officers for the SCSE shall be President, President-Elect, Vice-President, Secretary, Treasurer, and Immediate Past President. Section 2: Eligibility of Officers The officers shall be members of the Board of Directors and/or members at large and elected by members at large. No officer shall have any full-time (the amount of time considered the normal or standard amount for working during a given period) or part-time (involving or working less than customary or standard hours) affiliation with any ultrasound equipment manufacturer (i.e., sales, applications specialist). Officers must have three years of clinical experience. Section 3: President The President will preside as chairman of the Board of Directors and general membership meetings, be chief executive officer of the SCSE, and ex-officio member of all committees with the right to vote. In the event of a tie vote, the President (who does not vote in the initial election) without knowledge of the election outcome, shall vote to break the tie. The President will serve for a one-year term. Section 4: President-Elect The President-Elect shall assume the office of the President for the next consecutive term, and shall be the Nominating Committee chairperson. He shall also be an ex-officio member of all committees. The President- Elect will serve for a one-year term. Section 5: Vice-President In the event the office of the President is vacated for any reason before the expiration of his term, the office will be filled by the Vice-President. He shall perform the duties of the President whenever the President is absent or unable to act in person. He shall assist the President in the performance of duties as requested by the President. The Vice-President will serve a one-year term. Section 6: Secretary The secretary shall record and read the minutes of all Board of Directors and general membership meetings. The secretary will make the minutes of all meetings available to all Board of Directors and to the general membership upon request. There are no term limits for the secretary. Section 7: Treasurer The treasurer shall keep account of all monies received and expended for the use of the society. A financial statement will be provided to the Board of Directors at each meeting and to the general membership upon request. The treasurer shall be a member of the Finance Committee. There are no term limits for the treasurer. Section 8: Past President The immediate past president shall serve for one year in an advisory capacity on the Board of Directors with the right to make motions and vote. Section 9: Vacancies A. A vacancy in an elected office, except the President or President-Elect, shall be filled by appointment unanimously agreed upon by the remaining members of the Board of Directors. B. A vacancy in the office of President shall be filled by the Vice President. C. A vacancy in the office of President-Elect, which occurs during the first six (6) months of the term, will be filled by a special ballot of the board of directors. Section 10: Censure, Reprimand and Removal Any officer may be censured, reprimanded, or removed from office for dereliction of duty or conduct detrimental to the SCSE. Such action may be initiated when the Board of Directors receives formal and specific charges against an officer. Censure, reprimand, and/or removal shall be by majority vote of the board of directors. Article V: Nominations and Elections Section 1: Nominations A. The Nominations Committee shall be responsible for preparing a slate of candidates for office and for assuring that all candidates have the proper credentials and are willing to serve if elected. B. The Nominations Committee shall consist of at least two (2) members with the President-Elect acting as Chairman. C. Nominations may be submitted by any SCSE voting member no later than ten (10) weeks prior to the annual conference. Section 2: Balloting A. The Vice President, President-Elect, Secretary, and Treasurer shall be elected by plurality vote of the voting members. B. Ballots shall be made available to the voting members at least six (6) weeks prior to the annual meeting. C. Ballots must be returned within two (2) weeks prior to the Annual Meeting to the President or given to the President at the Annual Meeting business session before ballots are counted. Section 3: Notification A. The newly elected officers, delegates and candidates are notified of election results when the results are reported to the membership at the first business session of the Annual Meeting. B. In the event of a tie vote, a second (2nd) vote will be cast at the business session designated for tabulation of the ballots. A majority vote of the voting members registered at the annual meeting and present at the designated business session will break the tie. C. The newly elected officers shall be installed into office under the direction of the Board of Directors. Article VI: Committees Section 1: Standing Committees Standing committees are to be appointed by the Board of Directors as required to meet the needs of the society. Committees shall include, but not limited to, Rules and Bylaws, Elections, Membership, Finance, Education, Symposium, and Communications/Marketing. Section 2: Special Committees Special Committees may be appointed by the Board of Directors as required to meet the needs of the society. Article VII: Meetings Section 1: Board of Director Meetings The SCSE Board of Directors shall hold at least two regularly scheduled meetings each year, in which attendance is required for at least two of the scheduled meetings. Attendance may be in person, on conference, or other virtual means. A quorum of the Board of Directors will be constituted to be two-thirds (2/3) of the board members in attendance for any board meeting. Section 2: General Membership Meetings At least one general membership meeting will be held annually with the date and location of the meeting to be determined by the Board of Directors. A quorum of the general membership shall be constituted to be two- thirds (2/3) of those members in good standing who are in attendance and eligible to vote, and when at least two-thirds (2/3) of the Board of Directors are present. Section 3: Parliamentary Procedure Parliamentary procedure (according to the SCSE bylaws) will be followed at all Board of Director and general membership meetings. In the absence of rules in these bylaws, all proceedings of the SCSE shall be conducted in accordance with Robert’s Rules of Order. Article VIII: Bylaws Section 1: Amendment of Bylaws These bylaws may be repealed, amended, or altered in whole or in part at any time, provided that the proposed change or changes be submitted at least thirty (30) days prior to the voting date. The motion or motions to amend, repeal, or alter shall carry with a majority vote of the general membership. The change(s) shall immediately take effect and be incorporated into these bylaws. ARTICLE IX Dissolution Section 1: Dissolution In the event of dissolution or final liquidation of the SCSE, all of its assets remaining, after payment of its obligations shall have been made or provided for, shall be distributed to and among such corporations, foundations, or other organizations enjoying tax exempt status under the Internal Revenue Code of Successor Statutory Authority organized and operated exclusively for health science and educational purposes, consistent with those of the SCSE, as designated by the Board of Directors.