Name and Address
Name: The organization is a non-profit membership organization known as North American Artery, hereinafter referred to by the acronym NAA as an alternate name.
Address: The current address of North American Artery is 12734 Cimarron Path, San Antonio TX, 78249.
The objectives of North American Artery are as follows:
- Support education on arterial mechanics and hemodynamics appropriate to the various medical communities, such as scientific researchers, clinical specialists, primary care specialists, and pharmaceutical researchers, as well as the patient community;
- Develop mechanisms and venues for disseminating information on the understanding and application of arterial mechanics and its measurement among the various medical communities;
- Participate in and encourage the study of arterial mechanics in basic and applied research to further especially the clinical applications derived from an improved understanding of arterial mechanics;
- Participate in and encourage clinical trials that develop the understanding of how arterial mechanics and its measurement can guide and inform patient treatment;
- Guide and support efforts to standardize arterial mechanics measurements for clinical practice and clinical/scientific studies;
- Direct efforts to include arterial mechanics measurements in appropriate national guidelines;
- Provide the knowledge for the critical understanding and application of technologies to measure arterial mechanics.
North American Artery is a non-profit, non-discriminatory and politically non-partisan organization. NAA will not advocate or represent special interest groups, nor promote a particular company’s product or services. NAA is not a lobbying organization.
North American Artery is organized exclusively for educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The fiscal year of the corporation will be July 1 through June 30.
North American Artery will have an Executive Committee to define policies for administration of NAA under the following guidelines:
- The Executive Committee members will be the Elected Officers (President, Vice-President, and Secretary-Treasurer), the Committee Chairs, appointed Advisors, and the Immediate Past President. In addition, the President may nominate up to two members as Advisors to serve concurrently with the President’s term.
- Each Executive Committee member will be a voting member and at least 3 members will need to be present for a quorum.
- The Executive Committee will communicate monthly, or more frequently as needed, to coordinate NAA activities and planning. This may be a formal meeting or may be conducted via electronic communications, as appropriate for the business to be conducted.
- Members of the Executive Committee will serve from July 1 next following their election until June 30 of the following calendar year, or until replaced by duly elected or appointed members, whichever is later.
- Members of the Executive Committee should be drawn, as far as possible, from the various geographic regions on North America.
North American Artery will have the option to have an Administrative Assistant to handle the routine communications and activities of the organization. The Administrative Assistant has the following responsibilities:
- Serve as the liaison between the Elected Officers, Committees, and Task Teams for planning and implementation of programs and projects.
- Support the Executive Committee on communications, mailings, membership rosters, and other day-to-day administrative tasks.
- Other responsibilities as may be assigned by the Executive Committee.
An Advisory Board may be appointed by the President and may be called upon from time to time to provide information, advice, and support to North American Artery.
Officers and Elections
The Elected Officers of North American Artery will consist of the President, Vice-President, and Secretary-Treasurer.
Elections will have the following guidelines:
- The election term of each Officer will be for a period of twelve (12) months, beginning the July after elections. Officers can be re-elected for additional terms.
- The Chair of the Nominating Committee will be the Immediate Past-President of NAA. Other Nominating Committee members will be recommended by the Executive Committee and then contacted by the Chair to request their participation in developing a slate of candidates for an election in May.
- The slate of candidates will be posted on the website for not less than 2 weeks before the election, with a request for additional nominations. The nominations will be immediately considered by the Nominating Committee and added to the ballot if approved.
At least one candidate will be proposed for each office. If only one candidate is proposed, it will be presented as a yes-no vote and a write-in option will be provided for all offices. Elections will be facilitated by electronic voting, or other voting method, to be approved by the Executive Committee. A majority of the voting members will be sufficient for election. The Task Team Chairs will not be elected officers, as described in section VIII.
President: The President serves as the Chief Executive Officer for North American Artery. The President has the following duties:
- Chairs the meetings of NAA and of the Executive Committee.
- Approves programs and arrangements for membership meetings and activities.
- Represents NAA at outside functions and to other organizations.
- Appoints or assigns other functions and/or tasks to NAA members as required.
Secretary-Treasurer: The Secretary-Treasurer is the primary record-keeper for North American Artery, and has the following duties:
- Maintains copies of the original incorporation documents, the corporate seal, and any and all changes to the corporate documents, by-laws and associated communications with said documents. These will be kept as hard copy and electronic copies, as appropriate.
- Records and maintains the minutes of the Executive Committee meetings and of NAA business conducted at membership meetings.
- Maintains a database and list of property owned by NAA.
- Keeps updated master computer files of the NAA logos, website domain name(s), By-Laws, Application Forms, Policies, etc.
- Maintains and updates the Membership Roster as needed.
- Pays the bills after approval by the Executive Committee and makes annual and periodic reports to the Executive Committee and general membership on the current status of NAA’s accounts.
- Decides on use and investment strategies for NAA funds, with approval of the Executive Committee.
- Evaluates fiscal aspects of joint programs or projects with other organizations.
The President will appoint chairs of the following committees to serve concurrently with the term of the President. The chairs of each committee will recruit members to his/her respective committee based on the needs of the committee:
- The President will appoint members of the Program Committee in consultation with the Executive Committee.
- The Program Committee will coordinate programs as meetings or social functions in conjunction with the NAA Administrative Assistant.
- Committee members will work with the NAA Officers and Task Team Chairs to identify topics, program formats, site selection and guest speakers for programs, including special programs and programs co-sponsored with other organizations.
- The President will appoint members of the Membership Committee in consultation with the Executive Committee.
- The Committee will be coordinated in conjunction with the NAA Secretary-Treasurer.
- The Committee will have at least three members and reflect the geographic and disciplinary diversity of potential members.
- The Committee will seek to develop strategies and communications materials for recruiting and keeping members.
Publicity and Education Committee
- The President will appoint members of the Publicity and Education Committee in consultation with the Executive Committee.
- The Committee will be coordinated in conjunction with the NAA Vice President.
- The Committee will be develop and maintain an active website, brochures, and other NAA publicity materials.
- The Committee will investigate and implement a publicly-available educational program in support of the mission and objective of NAA.
- In addition, the Committee will:
- Participate in actions to support or create new education and private-public sector partnerships important to the development and growth of the life sciences industry in the region.
- Organize a Speaker’s Bureau to provide a life sciences industry perspective to guide groups (e.g., trade organizations, government, Chambers of Commerce, etc.) working on educational programs and initiatives.
- Contribute strategies to assist regional efforts in seeking financial support (e.g., grants, contributions, in-kind services, etc.) for specific educational initiatives and partnerships of benefit to the life sciences industry.
Participation will be open to all individuals and organizations that have a research, clinical, or scientific interest in arterial mechanics and hemodynamics.
The two classes of membership are as follows:
- Individual Voting Members: Individual, dues-paying members are voting members.
- Sponsor Member Organizations: This membership permits an organization to identify up to five (5) Individual Voting Members from its organization to be Individual Voting Members, with additional memberships available according to guidelines developed by the Executive Committee. An organization may have an unlimited number of members.
Dues will be:
- Individual Voting Member: $50/year
- Sponsor Member: $500/year
- Student Member: Free
Dues payments will be requested at the beginning of each fiscal year (July 1 – June 30). Payment of dues at any time during the year are considered dues for that calendar year, unless special provisions are made with the Secretary-Treasurer.
Membership criteria and dues are established by the Executive Committee.
Any members more than six months in arrears on their dues payment may be dropped from membership.
Financial reports will be due to the Executive Committee from the Secretary-Treasurer during the last month of each quarter. Financial reports must include financial activity during the current quarter, anticipated assets, projected expenses for the coming quarter, and anticipated revenues. In the final quarter of the fiscal year a comprehensive report will be prepared and briefed to the membership.
In addition to the Secretary-Treasurer, the President and Vice President will have fiscal and signature authority for NAA funds. Approval by two of these individuals will be required to release funds.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Objectives listed above. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
In the event of dissolution of the organization, all assets held by the organization will first be sold to pay any debts of the organization. Any remaining assets will be distributed to other non-profit organizations or educational institutions. This will be done in a manner consistent with article 6.02 (3) of the Texas Non-Profit Corporation Act, which includes asset distribution to organizations exempt under section 501(c)(3) of the Internal Revenue Code.
Revision of By-Laws
A revision to the By-Laws may be proposed by any member.
Proposed By-Laws revision(s) will be reviewed by the Executive Committee members who will recommend whether or not the change should be sent to the membership for a vote.
If the Executive Committee recommends a vote of the membership, the proposed by-laws change(s) will be posted on the website for at least 10 days prior to a vote and be discussed at a meeting within a week before the vote will take place. If the revision(s) is/are approved by a majority of a quorum of the members who submit ballots, the By-Laws change will become effective immediately. The By-Laws incorporating the approved revision(s) will be re-published within 30 days of such approval by the membership.