Charter and Bylaws of
Association for Size Diversity and Health
ARTICLE I. NAME, PURPOSE and OFFICES
The name of the organization shall be the Association for Size Diversity and Health, or ASDAH. It shall be a 501c6 nonprofit organization.
ASDAH is organized exclusively as a membership based, professional organization. In this case, “professional” refers to people using HAES® principles in their work, and not necessarily restricted to people with professional designations (ie psychologists, social workers, dietitians, etc.) The purpose of this organization is to partner with service providers, educators and advocates to dismantle weight-centered health policies and practices, ensuring that people who live with multiple forms of oppression are focusing our work.
The primary mailing address for the Association for Size Diversity and Health (“the Organization”) shall be P.O. Box 3093 Redwood City, CA 94064. ASDAH has no physical office location.
The Organization may determine a principal physical office or also have offices at such other places as the Board of Directors may from time to time determine or the business of the Organization may require.
ASDAH shall have a registered agent in the State of Arizona and will be governed by the laws of the State of Arizona as an Unincorporated Nonprofit Association.
ARTICLE II. MEMBERS
A. Eligibility for Membership.
Membership is open to anyone who supports our mission and purpose in Article I and whose work is in alignment with the Health At Every Size ® principles. Membership is granted after completion and receipt of a membership application and annual dues. All members are voting members.
B. Annual Dues.
To reflect ASDAH’s commitment to being an inclusive membership and eliminating barriers to participation, membership in ASDAH is not restricted by capacity to pay. Recommended dues level will be set by the Board of Directors, and those able to contribute a higher level of annual support are encouraged to do so. Continued membership is contingent upon being up-to-date on membership dues.
Dues may be changed at the discretion of the Board of Directors.
All annual meetings of the members shall be held at a place designated by the Board of Directors and stated in the notice of the meeting. Meetings may be held in person or in an online format. At the discretion of the Board, the annual meeting may be substituted with a written Annual Report sent to all of the members.
B. Date and Time.
Annual meetings of members, commencing with the year 2007, shall be at the ASDAH Educational Conference or at such other day and time as shall be designated by the Board of Directors and stated in the notice of the meeting.
Notice in writing and/or via electronic mail of the annual meeting stating the place, date and hour of the meeting shall be given to each member entitled to vote at such meeting not less than seven days before the date of the meeting. However, no failure or irregularity of notice of any regular meeting shall invalidate the same or any proceeding thereof
A. Who May Call.
Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute may be called by the Vision & Strategy Leader, or in the case of the Vision & Strategy Leader’s absence, death or disability, the Operations and Projects Leader authorized to exercise the authority of the Vision & Strategy Leader. The Vision & Strategy Leader or Secretary may call a special meeting at the request in writing of a majority of the Board of Directors or at the request in writing of members entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
B. Notice of Special Meeting.
Written or electronic notice of a special meeting stating the place, date, hour, and purposes of the meeting shall be given, not less than seven days before the date of the meeting, to each member entitled to vote at the meeting.
At least ten days before every meeting of members, the Board Member who has charge of the membership ledger of the Organization shall make sure the membership rolls are up to date and are available for verification at the meeting.
One third of the total voting membership, present in person or represented by proxy, shall constitute a quorum at all meetings of the members for the transaction of business except as otherwise provided by statute.
A. Majority Vote.
When a quorum is present at any meeting, the vote of the members having voting power present in person or represented by proxy shall decide any question brought before such meeting.
Each member shall at every meeting of the members be entitled to one vote in person, via teleconference or by proxy. No proxy shall be voted after eleven months from its date. The Directors shall have the delegable authority to determine the validity of any proxy appointment or transmission. Proxies may be made by transmission that creates a record capable of authentication, including electronic mail.
C. Denial of Voting Rights.
No member shall be entitled to vote at any meeting of the members unless their fees have been fully paid or a record of ASDAH’s having waived the dues.
ARTICLE III. BOARD OF DIRECTORS
The number of Directors which shall constitute the whole Board shall be not less than 3 or more than 9. Within the limits above specified, the number of Directors shall be determined by resolution of the Board of Directors or by the members at the annual meeting. The Directors shall be elected by members through a ballot (paper or online) except as provided in Section 2 of this Article, and each Director elected shall hold office until their successor is elected and qualified or written resignation is presented to the Board.
Vacancies and newly created directorships resulting from any increase in the authorized number of Directors may be filled by a majority of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no Directors in office, then an election of a Board of Directors may be held in the manner provided by statute.
The business of the Organization shall be managed by its Board of Directors, which may exercise all such powers of the Organization and do all such lawful acts and things as are not by statute or by these Regulations directed or required to be exercised or done by the members.
A. Place and Time.
The Board of Directors of the Organization may hold meetings, both regular and special, via telephone or video conference at a location determined by the Board of Directors. All Directors must be able to hear all other Directors and to speak to all other Directors in the teleconference meeting.
The Directors shall meet regularly throughout the year at a frequency agreed upon by the current Board of Directors. Directors are expected to attend all meetings, except in the case of an emergency, and participate on the membership and leadership email lists. If any Director misses more than two meetings of the Board, that Director must discuss their status with the Vision & Strategy Leader.
C. Notice of Regular Meetings.
Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.
D. Calling Special Meetings.
Special meetings of the Board may be called by the Vision & Strategy Leader on notice to each director, either personally or by mail or email. Special meetings shall be called by the Vision & Strategy Leader or Secretary in like manner and on like notice on the written request of at least two Directors.
Resignation from the board must be in writing and received by the Secretary. A board member may be terminated from the board due to excess absences or more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting of which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present there at may choose to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.
Unless otherwise restricted by these Regulations, or statute, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing (including email), and the writing or writings are filed with the minutes of proceedings of the Board or committee.
The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees; each committee may consist of one or more of the Directors of the Organization and/or other members of the Organization. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.
Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Association and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
Any such committee, to the extent provided in the resolution of the Board of Directors, shall have all the powers and authority as designated by the elected Board of Directors in the management of the business and affairs of the Organization. No such committee shall have the power or authority to amend the Articles of Association, adopt an agreement of merger or consolidation, recommend to the members the sale, lease or exchange of all or substantially all of the Organization’s property and assets, recommend to the members a dissolution of the Organization or a revocation of a dissolution, or amend these Regulations.
Each committee shall keep regular minutes of its meetings and send a monthly report to the Board of Directors.
Members of the Board of Directors may be compensated for work performed in line with competitive payment for similar duties performed to ensure equity.
The Board of Directors and any committee of Directors and/or members may hold meetings through the use of telephone or other communications equipment if all persons participating can hear each other and can communicate with each other. Participation in such a meeting shall constitute presence at such a meeting. All regulations stated regarding meetings apply.
ARTICLE IV. NOTICES
Notice required, under any statute or the Articles of Association or these Regulations, to be given to any Director or member shall be given in writing and may be given either in person or by mail or email, addressed to such Director or member, at their address as it appears on the records of the Organization. Such notice shall be deemed to be given when delivered or sent.
Notice required under any statute or the Articles of Incorporation or these Regulations may be waived in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein. The attendance of any member or Director at any such meeting without protesting the lack of proper notice before or at the commencement of the meeting shall be deemed to be a waiver by them of notice of such meeting.
ARTICLE V. MEMBERS OF THE BOARD OF DIRECTORS
The Directors of the Organization shall minimally consist of a Vision & Strategy Leader, a Operations and Projects Leader, and a Secretary/Treasurer who shall sit as members of the Board of Directors. The Board of Directors shall identify additional Director positions to be elected or appointed as it shall deem necessary. Such Directors shall hold their offices for such terms and shall exercise such powers and perform such duties as the Board of Directors shall determine from time to time.
Nominations for Board Positions shall be sought from the membership annually via written or electronic communication from the current Board of Director’s or a designated Nominations Chairperson. A call for nominations shall go out no less than 30 days prior to the election. A list of nominees will be included in the ballot and a vote will be taken by paper ballot or online survey, provided a quorum of membership responds.
The Directors of the Organization shall hold office until their successors are elected, qualified, and serving or written resignation is presented to the Board or at such time a Director’s term limit expires. Any Director elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Organization between elections shall be filled by appointment of the Board of Directors.
A. Vision & Strategy Leader and Operations and Projects Leader.
The Vision & Strategy Leader and Operations and Projects Leader shall be two year terms.
B. Secretary and Treasurer.
The Secretary and Treasurer terms shall be two years.
C. Consecutive term limits.
An individual shall serve no more than six years consecutively as a member of the board and/or a committee chair, either serving in one role or in a combination of roles. After a one year away from the board and committee chair positions, the individual may return to the board or a committee chair role through the election or other processes outlined in this and other documents.
The Vision & Strategy Leader shall preside at all meetings of the members and the Board of Directors and shall have general and active management of the business of the Organization. They shall perform all duties incident to the office and such other duties as assigned them by the Board of Directors. They shall execute, acknowledge, and deliver contracts, on behalf of the Organization, except where required or permitted by law to be otherwise executed or where the Board of Directors expressly delegates the execution thereof to some other Director of the Organization.
The Operations and Projects Leader shall have general and active management of the business of the Organization and shall see that all orders and resolutions of the Board of Directors are carried into effect. Additionally, in the absence of the Vision & Strategy Leader or in the event of their inability to act, the Operations and Projects Leader shall perform the duties of the Vision & Strategy Leader, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Vision & Strategy Leader. The Operations and Projects Leader shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
The secretary shall (a) attend all meetings of the Board of Directors and all meetings of the members, (b) record all the proceedings of the meetings of the members and of the Board of Directors and maintain this documentation in a distributable format and perform like duties for the standing committees when required, (c) give, or cause to be given, notice of all meetings of the members and special meetings of the Board of Directors, and (d) perform such other duties as may be prescribed by the Board of Directors or Vision & Strategy Leader, under whose supervision they shall be.
The Treasurer shall have oversight of the Organization’s funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Organization, and shall oversee the deposit of all moneys and other valuable effects in the name and to the credit of the Organization in such depositories as may be designated by the Board of Directors.
B. Disbursements of Funds.
The treasurer shall disburse the funds of the Organization as may be ordered by the Board of Directors, maintaining proper documentation of all disbursements,, and shall render an account to the Vision & Strategy Leader and the Board of Directors, at its regular meetings, or when the Board of Directors so requires an account of all their transactions as Treasurer and of the financial condition of the Organization.
C. Bond May Be Required.
If required by the Board of Directors, the Treasurer shall give the Organization a bond (which shall be renewed every six years) in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of their office and for the restoration to the Organization, In case of their death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property in their possession or under their control shall be returned to the Organization.
The Board of Directors by majority vote may retain legal counsel, accounting professionals, experts, and advisors to assist the Board in fulfilling its duties.
ARTICLE VI. INDEMNIFICATION OF BOARD OF DIRECTORS
If any person is made or threatened to be made a party to any action or proceeding, whether criminal, civil, administrative or investigative, because they, or their testator or intestate, is or was a Director, or employee of the Organization or any predecessor of the Organization or serves or served any other enterprise as a Director, or employee at the request of the Organization or any predecessor of the Organization, then the Organization shall indemnify such person to the full extent authorized by law.
The Organization may pay expenses incurred in defending a civil or criminal action, suit or proceeding before the final disposition of such action, suit or proceeding as authorized by the Board of Directors in a specific case upon receipt of an undertaking by or on behalf of the Director, Trustee, employee or agent to repay such advanced amount unless it shall ultimately be determined that they are not entitled to be indemnified by the Organization as authorized by this Article. This determination shall be made by disinterested Directors or by independent legal counsel.
The indemnification provided by this Article shall not be exclusive of any other rights to which a person seeking indemnification may be entitled by any state or federal law these Regulations, agreement, vote of members or disinterested Directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office.
The indemnification provided by this Article shall continue as to a person who has ceased to be a Director, Trustee, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
The Organization may purchase and maintain insurance on behalf of any person who is or was a Director, employee or agent of the Organization, or is or was serving at the request of the Organization as a Director, employee or agent of another Organization, partnership, joint venture, trust or other enterprise against any liability asserted against them and incurred by them in any such capacity, or arising out of their status as such, whether or not the Organization would have the power to indemnify them against such liability under the provisions of this Article.
ARTICLE VII. GENERAL PROVISIONS
The Board of Directors shall present at each annual meeting, and at any special meeting of the members when called for by vote of the members, a full and clear statement of the business and condition of the Organization. At every annual meeting of members, the Board of Directors shall cause to be presented a balance sheet and statement of assets and liabilities for a period ended not more than four months before the meeting.
All checks or demands for money and notes of the Organization shall be signed by such Director or Directors or such other person or persons as the Board of Directors may from time to time designate.
The fiscal year of the Organization shall be fixed by resolution of the Board of Directors.
In the event that ASDAH is dissolved, as determined by the Board of Directors, assets will be donated to a non-profit organization that is dedicated to Size Diversity or the Health At Every Size® principles, to be determined by the Board of Directors. Said organization must use these funds exclusively for charitable, educational, or scientific purposes within the meaning of section 501(c) (6) of the Internal Revenue code or corresponding section of any future federal tax code.
Any Director or may engage in any business as long as such business does not present a conflict of interest with the business of the Organization, as determined by a majority of the sitting Board of Directors.
ARTICLE VIII — AMENDMENTS
These Bylaws may be altered, amended, repealed or replaced by an affirmative vote of a majority of the members empowered to vote thereon, provided a quorum of membership responds. A vote will be taken by paper ballot and/or online survey. The only exception is amending Article I, Section 5. Governance. This section may be amended by an affirmative vote of a majority of the Board of Directors, provided a quorum of Directors responds.
These Bylaws are drawn and adopted by the current Board of Directors on April 5, 2007 and revised on June 13, 2007.
Dana Schuster, Chair
Miriam Berg, Advisory
Paul Ernsberger, Advisory
Joanna Ikeda, Conference
Ellyn Herb, Conference
Deb Lemire, Bylaws/ Reg., Nominations
Anne Kaplan, Membership
Veronica Cook Euell, Bylaws/ Reg., Nominations
These Bylaws were ratified by the membership on July 16, 2007.
Deb Lemire Veronica Cook Euell
Board of Directors Board of Directors
Amendments were made to these Bylaws and were ratified by the membership on February 20, 2009.
Amendments were made to these Bylaws and were ratified by the membership on March 27, 2009.
Amendments were made to these Bylaws and were ratified by the membership on April 9, 2010.
Amendments were made to these Bylaws and were ratified by the membership on June 22, 2013.
Amendments were made to these Bylaws and were ratified by the membership on May 28, 2017.
Amendments were made to these Bylaws and were ratified by the membership on March 7, 2019.
Amendments were made to these Bylaws and were ratified by the membership on July 30, 2020.