About Us

1. In these Bylaws:

“Act” means the Societies Act of District of Columbia as amended from time to time.
“Board” means the directors of the Society.
“Officers” means the directors serving in executive positions on the Board.
“Bylaws” means these Bylaws as altered from time to time.

2. The definitions in the Act apply to these Bylaws.

3. If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations prevail.

1. Society Membership is open to individuals from academia, governmental agencies, non-profit organizations, and for-profit enterprises, related to diet and physical activity.
   The Society retains the right to refuse membership to applicants for any or no reason.
2. The Society will provide membership in the following membership categories: 
   1. Regular Member – Any professional person working in academia, governmental agencies, or non-profit organizations.
   2. Early Career Member – Any person working in academia, governmental agencies, or non-profit organizations, who is within ten years of receiving their terminal degree.
   3. Student Member – Any student currently enrolled in an accredited undergraduate or graduate degree-granting program at an educational institution of higher learning.
      Student Membership shall terminate at the end of the first membership year in which the student is able to apply for Early Career Membership, which shall be in the calendar year following
      completion or departure from the degree-granting program.
   4. Associate Member – Anyone working in a for-profit enterprise.
   5. Retired Member – Any person retired from working in academia, governmental agencies, or non-profit organizations.
3. Except for Associate Members, every member in good standing is entitled to a single vote on actions put forth by the Board to the members, for vote, including elections.
4. Every member must uphold the constitution of the Society and must comply with these Bylaws.
5. The amount of the annual membership dues, and the term of membership, are determined by the Board.
6. A member is not in good standing if the member fails to pay the member’s annual membership dues, and the member is not in good standing for so long as those dues remain unpaid.
7. A voting member who is not in good standing 
   1. may not vote at a general meeting, and
   2. may not vote in an election, and
   3. is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.
8. A person’s membership in the Society is terminated if the person is not in good standing for 6 consecutive months.

1. Member meetings of the Society will comprise an Annual Member Meeting (AMM) and General Member Meetings (GMM) as called from time-to-time.
   The Board will determine the date, time, and location of AMM’s and GMM’s. Meetings can be held in-person or online.
   AMM’s must take place within 14 months of the previous AMM. There is no limit to the frequency of, nor the minimum time allowed between GMM’s.
2. At an AMM, the following business is ordinary business:
   1. approve the agenda.
   2. approve the minutes from the last AGM.
   3. consideration of any financial statements of the Society presented to the meeting.
   4. consideration of the reports, if any, of the directors or committees, including the Audit Committee, if any.
   5. announcement of new Board Members and Officers.
   6. appointment of an audit committee.
   7. business arising out of a report of the directors not requiring the passing of a special resolution.
   8. deal with new business, including any matters about which notice has been given to the members in the notice of meeting.
3. For a GMM, any member in good standing, with the support of 10 members in good standing can request a GMM.
   Such request must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business.
4. The following individual is entitled to preside as the chair of a GMM:
   1. the individual, if any, appointed by the Board to preside as the chair.
   2. if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair,
      1. the president,
      2. the vice-president, if the president is unable to preside as the chair, or
      3. one of the other directors in attendance at the meeting if both the president and vice-president are unable to preside as the chair.
5. If there is no individual entitled under these Bylaws who can preside as the chair of a GMM within 15 minutes from the time set for holding the meeting,
   the voting members who are in attendance must elect an individual in attendance at the meeting to preside as the chair.
6. Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a GMM unless a quorum of voting members is in attendance.
7. The quorum for the transaction of business at a GMM is 10 voting members.
8. If, within 30 minutes from the time set for holding a GMM, a quorum of voting members is not in attendance,
   1. in the case of a meeting convened on the requisition of members, the meeting is terminated, and
   2. in any other case, the meeting stands adjourned to the same day in the next week, at the same time and, if applicable, place, and if,
      at the continuation of the adjourned meeting, a quorum is not in attendance within 30 minutes from the time set for holding the continuation of the adjourned meeting,
      the voting members who are in attendance constitute a quorum for that meeting.
9. If, at any time during a GMM, there ceases to be a quorum of voting members in attendance,
   business then in progress must be suspended until there is a quorum in attendance or until the meeting is adjourned or terminated.
10. The chair of a GMM may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and, if applicable, from place to place,
    but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.
11. It is not necessary to give notice of a continuation of an adjourned GMM or of the business to be transacted at a continuation of an adjourned GMM except that,
    when a GMM is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.
12. The order of business at a GMM is as follows:
    1. elect an individual to chair the meeting, if necessary.
    2. determine that there is a quorum.
    3. approve the agenda.
    4. approve the minutes from the last GMM.
    5. deal with unfinished business from the last GMM.
    6. if the meeting is an AMM,
       1. receive the directors’ report on the financial statements of the Society for the previous financial year, and the auditor’s report, if any, on those statements,
       2. receive any other reports of directors’ activities and decisions since the previous annual general meeting,
       3. announce new directors, and
       4. appoint an auditor, if any.
    7. terminate the meeting.
13. At a GMM, voting must be by a show of hands, an oral vote or another method that adequately discloses the intention of the voting members,
    except that if, before or after such a vote, 2 or more voting members request a secret ballot or a secret ballot is directed by the chair of the meeting, voting must be by a secret ballot.
14. The chair of a GMM must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.
15. Voting by proxy is not permitted.
16. A matter to be decided at a GMM must be decided by ordinary resolution unless the matter is required by the Act or these Bylaws to be decided by special resolution or by another resolution having a higher voting threshold than the threshold for an ordinary resolution.

1. The Society must have no fewer than 4 and no more than 12 Directors with the intention to maintain diversity in career stage, geography, and diet and physical activity assessment expertise.
2. The Board includes Officer positions of President, Past President, Vice President, Secretary and Treasurer. Board Members not serving in an Officer role are considered Directors at Large.
3. Regular and early career members may hold any Director position.
4. A maximum of two student members may hold Director at Large positions. Student members are not eligible for Officer positions.
5. Associate members are not eligible to become a Director.
6. Other than the President and Past President, Officers may hold more than one Officer position.
7. All Directors will be elected to the board by a majority vote of the membership.
8. The Society’s Vice President, Secretary and Treasurer, will be elected by a majority vote of the Directors, amongst themselves.
9. Directors-at-Large may serve a maximum of 4 terms. Each term lasts one year.
10. After serving for a minimum of one term, a Director is eligible to serve in an Officer position.
11. The Vice President will serve for a one-year term, then continue as President for a one-year term, and Past President for a one-year term.
12. The Secretary and Treasurer will also serve a one-year term, which can be renewed, for one additional one-year term, if they do not continue through as Vice President.
13. Elections for open positions on the board should complete at least 1 month prior to the start of a new term. A term is defined as January 1 to December 31.
14. The Board may, at any time, appoint a member as a Director to fill a vacancy that arises on the Board as a result of the resignation, death or incapacity of a Director during the Director’s term of office. Recent election results may be used to consider this appointment.
15. A member appointed by the Board to fill a vacancy ceases to be a Director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

1. Regular Board meetings must be scheduled each year as determined by the President. There must be no fewer than two scheduled meetings per year. Additional Board meetings may be called by the president or by any 2 other directors.
2. At least 24 hours notice of a Board meeting must be given unless all the directors agree to a shorter notice period.
3. The accidental omission to give notice of a Board meeting to a Director, or the non-receipt of a notice by a Director, does not invalidate proceedings at the meeting.
4. The Directors may regulate their meetings and proceedings as they think fit.
5. The quorum for the transaction of business at a Board meeting is a majority of the directors.

1. Society Membership is open to individuals from academia, governmental agencies, non-profit organizations, and for-profit enterprises, related to diet and physical activity.
   The Society retains the right to refuse membership to applicants for any or no reason.
2. The Society will provide membership in the following membership categories:
   1. Regular Member – Any professional person working in academia, governmental agencies, or non-profit organizations.
   2. Early Career Member – Any person working in academia, governmental agencies, or non-profit organizations, who is within ten years of receiving their terminal degree.
   3. Student Member – Any student currently enrolled in an accredited undergraduate or graduate degree-granting program at an educational institution of higher learning.
      Student Membership shall terminate at the end of the first membership year in which the student is able to apply for Early Career Membership, which shall be in the calendar year following
      completion or departure from the degree-granting program.
   4. Associate Member – Anyone working in a for-profit enterprise.
   5. Retired Member – Any person retired from working in academia, governmental agencies, or non-profit organizations.
3. Except for Associate Members, every member in good standing is entitled to a single vote on actions put forth by the Board to the members, for vote, including elections.
4. Every member must uphold the constitution of the Society and must comply with these Bylaws.
5. The amount of the annual membership dues, and the term of membership, are determined by the Board.
6. A member is not in good standing if the member fails to pay the member’s annual membership dues, and the member is not in good standing for so long as those dues remain unpaid.
7. A voting member who is not in good standing
   1. may not vote at a general meeting, and
   2. may not vote in an election, and
   3. is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.
8. A person’s membership in the Society is terminated if the person is not in good standing for 6 consecutive months.

1. These Bylaws do not permit the Society to pay to a director remuneration for being a director, but the Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity.
2. A contract or other record to be signed by the Society must be signed on behalf of the Society 
   1. by the President, together with one other director,
   2. if the President is unable to provide a signature, by the Vice-President together with one other director,
   3. if the President and Vice-President are both unable to provide signatures, by any 2 other directors, or
   4. in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society.

1. The Board may establish and dissolve, permanent and ad hoc committees as needed to support the Society’s regular and special activities.
2. Committees are to be established with a complete Terms of Reference to describe their remit and to guide the committee in their duties.
3. At each annual general meeting, a resolution appointing an audit committee must be presented.

1. Purchases for the Society’s initiatives are directed by the Officers per the annual budget approved by the Board.
   Purchases shall be made by the Officers, or their designated Agent(s) pursuant to the annual budget. Officers are to account to the Board for all purchases and liabilities.
2. At least 30 days before the end of the current fiscal year the Board shall approve a budget for the next fiscal year.
3. The financial statements of the Society must be prepared as comparative financial statements relating separately to:
   1. the current period, and
   2. the preceding period, if any, in relation to which financial statements for the Society were prepared.
4. At least 10 days before the date of each annual general meeting, the Society must send to each member a copy of:
   1. the financial statements that are to be presented at the meeting, and
   2. the audit committee’s report.