Endocrine Society

“The executive committee shall be composed of four voting members: the current president, president-elect, immediate past president, and the secretary-treasurer. The ceo shall be an ex-officio member, without vote, as shall be the secretary-treasurer-elect, when occurring. The executive committee shall have all the authority of the board except as withheld by board resolution.”

“The number, composition, qualifications, authority, or duties of the governing body's voting members, officers, or key employees. Board of directors membership. The board of directors shall include the eleven directors, the president, president-elect, secretary-treasurer, and the immediate past president. The chief executive officer (ceo) of the society is an ex-officio, non-voting member of the board of directors. In addition, the secretary-treasurer-elect, when occurring, and the chair of the nominating committee shall be ex-officio, non-voting members of the board of directors. The nominating committee shall appoint an ex-officio, non-voting early career director. The board of directors may, at its discretion, designate additional ex-officio, non-voting members as needed to ensure that important membership perspectives are represented. Selection of members of the board of directors. After the nominating committee proposes a slate of candidates for the board of directors with one candidate per position, the slate is sent to the membership. A "candidates by petition" process will be announced with that communication, whereby members may propose additional individuals to serve on the board of directors. The deadline date for petitions will be 30 days from when the slate of candidates is communicated to the membership. Petitions with three percent of voting members as of december 31 of the previous year, not more than ten percent (10%) of whom are identified with any one institution/organization, will trigger an election run-off. The run-off slate will include the petitioner(s) and individuals proposed by the nominating committee, as described further below. Any candidate brought forth by petition must submit the requisite candidate information form(s) established by the nominating committee. The new board members will be determined by the highest votes in the election. The slate will be finalized 30 days from when it is presented to members unless a successful petition is filed. The officers of the society shall be the president, the president-elect, the immediate past president, the secretary-treasurer, and the secretary-treasurer-elect (when occurring). Selection of the president-elect and secretary-treasurer-elect. The members, pursuant to procedures established by the board of directors and these bylaws, shall elect by ballot a president-elect. The society shall send to each member, at least four weeks in advance of the annual meeting, an official ballot containing the list of nominees for president-elect. Said ballots shall notify such members that they shall vote by a specified deadline. A plurality of votes cast for the president-elect shall suffice for the election. In the case of a tie vote, individuals so tied shall draw by lot, under the supervision of board of directors, to determine which individual assumes the duties in question. The secretary-treasurer-elect shall be appointed by the nominating committee based on criteria developed by the board of directors. Vacancies. Vacancies among directors are appointed by the board of directors based on recommendations from the nominating committee. A vacancy in the office of president shall be filled by the president-elect for the remainder of the term, followed by one full term as president. A vacancy in the office of president-elect shall be filled for the remainder of the term by a member of the board who is selected by the board. A person filling a vacancy in the office of president-elect shall not automatically succeed to the office of president. In such case, the subsequent election shall be for both a president and a president-elect. Should simultaneous vacancies occur in the offices of president and president-elect, the secretary-treasurer shall serve as acting president until the completion of the election of a new president and president-elect, which shall take place as soon as practical under the procedures established in the bylaws.”

“Membership shall consist of active members, emeritus members, retired members, and doctoral-level trainees, all of whom are entitled to one vote on matters requiring membership action.”

“Four classes of members have the right to elect members of the board (governing body): active members, emeritus members, retired members, and doctoral-level trainee members. There is an annual election for certain officers and a rotating portion of the board members. Any member of the society may submit recommendations to the nominating committee for its deliberations. For the four or five positions on the nominating committee becoming vacant each year and the positions on the board of directors becoming vacant each year, the society members shall be invited to submit to the board of directors names of members they wish to be considered.”

“Decisions that require member approval: 1)the members, pursuant to procedures established by the board of directors and these bylaws, shall elect by ballot a president-elect. 2) removal of officers, board members, or appointed officials requires a vote of two-thirds of the membership responding to the ballot. 3) board, at any meeting, may amend the society's bylaws by an affirmative two-thirds vote of the number of board members provided that there is no proposal to require a membership vote for approval that has four votes by members of board. In the event that there are four affirmative votes by members of board to require a vote by the society membership, then the amendment will be put to a ballot of the membership. Bylaw amendments require an affirmative vote of three-fifths of the membership responding within 45 days after the transmission of the ballot to the members.”

“A detailed review of the form 990 is performed by the associate director, finance, the cfo, secretary-treasurer, secretary-treasurer elect (when occurring), and the ceo. The board members and officers have the opportunity to review the form 990 prior to filing with the irs.”

“Board members and key employees are required to read and sign a conflict of interest statement annually. They are required to disclose, in writing, any conflicts from business transactions that would need to be listed on schedule l, part iv. In addition, the conflict of interest statement is read at the beginning of each board meeting and individuals are required to disclose any new conflicts they are aware of arising from their own or other board members' activities. Board members are required to recuse themselves from voting on any issue in which they have a conflict of interest. Depending on the conflict, they may also be required to leave the meeting during the discussion and deliberations and they may not be counted in determining a quorum for the meeting. Meeting minutes reflect any recusal.”

“The ceo's proposed compensation is reviewed by the performance and compensation committee (p&cc) of the society before it takes effect. The p&cc is composed of the secretary-treasurer (and secretary-treasurer-elect, when occurring), current president, president-elect, and immediate past president. An independent consultant performs a compensation study of other comparable professional associations and discusses the results with the p&cc. The committee evaluates the proposed compensation in light of the survey for market reasonableness and the irs intermediate sanctions rules. The p&cc approves a compensation amount. A written employment contract between the society and the ceo has been approved by the p&cc. The p&cc also reviews salaries for the remaining key employees. The independent consultant performs a compensation study of other comparable professional associations to determine market reasonableness of salaries. The consultant also reviews the irs intermediate sanctions rules with the p&cc to ensure that they understand the salary levels are appropriate in light of those rules.”

“The endocrine society's bylaws and its conflict of interest policy are available on its website: www.endocrine.org. The society's form 990 is available on a public website (www.guidestar.org) or upon request to the society.”

“Obesity symposia fee: program service expenses 60,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 60,000. Advertising commissions: program service expenses 512,102. Management and general expenses 0. Fundraising expenses 0. Total expenses 512,102. Clinical practice guidelines -consulting: program service expenses 91,379. Management and general expenses 0. Fundraising expenses 0. Total expenses 91,379. Hypoglycemia: program service expenses 803,425. Management and general expenses 0. Fundraising expenses 0. Total expenses 803,425. Editorial services: program service expenses 214,781. Management and general expenses 0. Fundraising expenses 0. Total expenses 214,781. Election/ballot services: program service expenses 0. Management and general expenses 10,526. Fundraising expenses 0. Total expenses 10,526. Executive compensation: program service expenses 0. Management and general expenses 60,197. Fundraising expenses 0. Total expenses 60,197. Global edc: program service expenses 67,855. Management and general expenses 0. Fundraising expenses 0. Total expenses 67,855. Endocrine influence study: program service expenses 38,270. Management and general expenses 0. Fundraising expenses 0. Total expenses 38,270. Licensing consultant: program service expenses 63,312. Management and general expenses 0. Fundraising expenses 0. Total expenses 63,312. Medical education & communication services: program service expenses 863,278. Management and general expenses 0. Fundraising expenses 0. Total expenses 863,278. Medical illustrators: program service expenses 46,514. Management and general expenses 0. Fundraising expenses 0. Total expenses 46,514. Meeting service support: program service expenses 46,966. Management and general expenses 0. Fundraising expenses 0. Total expenses 46,966. Mgmt of scientific abstract submissions: program service expenses 61,060. Management and general expenses 0. Fundraising expenses 0. Total expenses 61,060. Miscellaneous: program service expenses 61,430. Management and general expenses 21,504. Fundraising expenses 1,500. Total expenses 84,434. Endo enhancements: program service expenses 46,246. Management and general expenses 0. Fundraising expenses 0. Total expenses 46,246. Payroll & benefits administration: program service expenses 0. Management and general expenses 63,472. Fundraising expenses 0. Total expenses 63,472. Principal investigator fee for nih grantwork: program service expenses 22,064. Management and general expenses 0. Fundraising expenses 0. Total expenses 22,064. Membership consulting: program service expenses 24,433. Management and general expenses 0. Fundraising expenses 0. Total expenses 24,433. Lipid changes: program service expenses 40,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 40,000. Governance task force - mgmt board development: program service expenses 0. Management and general expenses 13,798. Fundraising expenses 0. Total expenses 13,798. Obesity symposia: program service expenses 28,795. Management and general expenses 0. Fundraising expenses 0. Total expenses 28,795. Cgm program - glucose monitoring: program service expenses 12,000. Management and general expenses 0. Fundraising expenses 0. Total expenses 12,000. Leadership assessment & coaching: program service expenses 0. Management and general expenses 24,500. Fundraising expenses 0. Total expenses 24,500. Writing & editing: program service expenses 206,694. Management and general expenses 0. Fundraising expenses 0. Total expenses 206,694. University of penn medical center: program service expenses 0. Management and general expenses 27,500. Fundraising expenses 0. Total expenses 27,500.”

“The process has remained unchanged from the prior year.”