Bylaws

California Sleep Society Corporate Bylaws

As Amended December 2025

ARTICLE 1: NAME

The name of the Society is the California Sleep Society (hereinafter called the “Society”).

ARTICLE 2: PURPOSE AND GOALS

The Society has been organized to operate exclusively for scientific and educational purposes, and act as a representative voice for sleep professionals in the State of California and more specifically:

Section 2.1 To promote and provide education in sleep medicine;

Section 2.2 To encourage and assist in the advancement of scientific and technical standards of sleep diagnostics and therapy;

Section 2.3 To protect and preserve both the patient and public trust in the field of sleep medicine, and sleep health professionals, by promoting the highest level of clinical standards for patient care, quality, and safety;

Section 2.4 To increase awareness of sleep medicine and sleep disorders treatment;

Section 2.5 To promote avenues of training and qualifications for sleep and all healthcare professionals participating in the patient’s sleep health journey;

Section 2.6 To provide a unified voice for sleep professionals in matters of insurance reimbursement, testing standards, and the application of treatment modalities for sleep disorders;

Section 2.7 To develop and maintain the essentials to perpetuate the Society and its objectives; and

Section 2.8 To act as a liaison between national professional organizations related to sleep health in regard to the above sections.

ARTICLE 3: FUNDS, DUES, AND ACTIVITIES

3.1 Funds of the Society shall consist of monies raised by annual dues levied on the members, voluntary contributions to the Society, and income from any other source approved by the Board of Directors. No part of the net earnings of the Society shall inure to the benefit of any private shareholder or individual.

3.2 The Chair of a Committee has the authority to commit and obligate, on behalf of the Society, up to the amount of $350 without previous approval from the Board of Directors. This commitment shall only be made to further the goals and objectives of that Committee, which have been approved by the Board of Directors.

ARTICLE 4: REGISTERED OFFICE

Section 4.1 The principal office for the transaction of business of the Society shall be located in the State of California or at such place as the Board of Directors designates.

Section 4.2 The Society may have such other offices as the Board of Directors may direct.

Section 4.3 The Society will obtain and maintain status as a registered agent in the State of California required by the California Non-Profit Corporation Act.

ARTICLE 5: MEMBERS

Section 5.1 The Society shall be composed of three (3) categories of members as determined by the Board of Directors. An active member is defined as a member whose dues are current.

5.1.1 Category I: Inclusive of members whose license and scope of practice includes the ability to order and prescribe services and equipment necessary to diagnose and treat sleep disorders (such as, but not limited to, MD, DO, DDS, PhD, NP, PA). All Category I members should be active in sleep disorders medicine. Category I members pay annual dues set by the Board of Directors. Category I members have full voting privileges. Category I members may serve as officers on the Board of Directors and on Committees.

5.1.2 Category II: Inclusive of those credentialed and/or licensed sleep technologists and other allied sleep health professionals, who participate in clinical and therapeutic interventions for patients with sleep disorders, inclusive of those individuals whose primary employment is in Sleep Health Profession. Category II members pay annual dues set by the Board of Directors. Category II members have full voting privileges. Category II members may serve as officers on the Board of Directors and on Committees.

5.1.3 Category III: Inclusive of all other members who haven’t met the qualifications stated within Category I or II membership classes. Category III members are individuals whose primary employment is in the Sleep Health Profession. Category III members pay annual dues set by the Board of Directors. Category III members have full voting privileges. Category III members may serve as officers on the Board of Directors and on Committees.

Section 5.2 Procedures for Membership

Those who desire to become a member of the Society must submit the required information to the Society via its official website and pay associated dues.

Section 5.3 Annual Business Meeting of the Board of Directors

There shall be at least one Annual Business Meeting, to be held in conjunction with the Annual Educational Symposium of the Board held during the calendar year. Additional meetings of the membership may be held if the Board of Directors so decides.

ARTICLE 6: VOTING

Voting for candidates for vacancies of the Officers and Board of Directors shall be done as approved and directed by the Officers and Board of Directors.

ARTICLE 7: OFFICERS

Section 7.1 Officers: The officers of the Society shall be a President, President-Elect, Immediate Past-President, and Secretary-Treasurer.

Section 7.2 Officers as Directors: All officers are members of the Board of Directors and report to the President.

Section 7.3 Eligibility: Only Active Members in good standing shall be eligible to serve as Officers of this Society.

Section 7.4 Election and Term of Office

The President shall serve a term of two (2) years. He or she will then serve a one (1) year term as Immediate Past-President and then one (1) additional year as a Director
The President-Elect shall serve a term of two (2) years as President-Elect; following his or her two-year term as President, he or she will serve a one (1) year term as Immediate Past-President and then one (1) additional year as a Director.
The Secretary-Treasurer shall be willing to serve in this role and subsequently appointed by the President. to serve a term of two (2) years.
Terms of office shall commence and officers shall be installed on the first day of January following the Annual Business Meeting.
All Board members will be limited to four (4) consecutive years of service, with the exception of the President, who will complete his or her term of office and remain on the Board as stipulated in Section 7.4(2). Former Board members may submit their names for nomination for election the year after they have completed their prior Board service.

Section 7.5 Vacancies

In the case of death, incapacity, expulsion or resignation of the President the vacancy shall be filled by the President-Elect.
In the case of death, incapacity, expulsion or resignation of the President, President-Elect, Secretary-Treasurer the vacancy shall be filled by action of the Board of Directors.
A successor so appointed shall serve until the next election or until the completion of a full term (two (2) years from accepting the position and until the following election) on the approval of the Board of Directors of the Society.
In the case of death, incapacity, expulsion or resignation of a board member, the vacancy shall be filled by action of the Board of Directors.

Section 7.6 President

The position of President shall be held either by a Category-I or -II member.
The President shall be the Chief Executive Officer of the Society with responsibility for the general supervision, direction, and control of the business affairs of the Society in conformity with Society policies.
The President shall serve as the Chair of the Board of Directors and, with the approval of the Board of Directors shall appoint committee chairs and shall be an ex-officio member of all committees.
The President shall be the liaison officer to other sleep-related professional societies.
The President shall preside at the Annual Business Meeting, the meetings of the Board of Directors, Executive Committee, and shall have such powers and duties as may be prescribed by the Board of Directors.
It shall be the duty of the President to require that all Officers and members of the Board of Directors take an active part in the regular business of the Society.
At the completion of their term, the outgoing President shall serve on the Board of Directors for two (2) years and have the same duties as those of a Board member.

Section 7.7 President-Elect

In the absence or disability of the President, the President-Elect shall perform all the duties of the President, and in so acting shall assume all the power, obligations and privileges of the President.
The President-Elect shall have such other powers and duties as may be prescribed by the Board of Directors.

Section 7.8 Secretary-Treasurer

The position of Secretary-Treasurer shall be held either by a Category-I or -II member.
The Secretary shall keep a correct and complete permanent record of the proceedings of the meetings and transactions of the Society.
The Secretary shall submit full and complete records of proceedings for correction and approval of the Board of Directors and/or general membership.
The Secretary shall have such other powers and duties as may be prescribed by the Officers and Board of Directors.
The Secretary-Treasurer shall be the Chief Financial Officer of the Society.
The Secretary-Treasurer will review summary of receipts and distribution of funds of the Society and shall review financial reports as prepared for the Officers and Board of Directors.
The Secretary-Treasurer shall review annual financial report on behalf of the Officers, Board of Directors for approval. An audit may be called, at any time, by the Board of Directors to be performed by a Certified Public Accountant.

Section 7.9 Resignation: Any officer may resign at any time by submitting a written resignation to the Board of Directors. Resignation should be submitted to allow for a 30-day grace period for the transition to occur.

ARTICLE 8: BOARD OF DIRECTORS

Section 8.1 Number and Composition of Board of Directors: The Board of Directors shall consist of the President, President-Elect, Immediate Past-President, Secretary-Treasurer, and six (6) Directors elected by the eligible voting members of the Society. The Board shall maintain a composition which requires that neither Category I nor II members should fall below 40% (for a total of 80%). The remaining 20% may be comprised of either Category I, II or III members.

Section 8.2 Terms of the Board of Directors: Each Board of Director member-at-large shall be elected for a two (2) year term. Term limits are defined in Section 7.4.

Section 8.2.1 If a current Officer or Director are unable to continue to serve, vacancies in the Board of Directors shall be filled in accordance with Section 7.5 above. Vacancies will be filled based on the prior Board election results, appointing the individual who received the next highest number of votes. The individual will be invited to serve on the Board by the current President. If affirmed, the Successor Director will begin serving at the next regularly schedule monthly Board meeting.

Section 8.2.2 A Successor Director so elected shall serve until the next election of the Society in which they become eligible for general election, or for a full term at the discretion of the Board. In the event the Board of Directors elects that a Successor Director may serve a two-year term, the number of Directors established by Section 8.1 of the Bylaws will temporarily change to account for the Successor Director. Upon fulfillment of a full term outside of a general election, the Successor Director shall be subject to general election procedures and the number of Directors established in in Section 8.1 shall revert to ten.

Section 8.3 Powers and Duties: Between Annual Business meetings of the Society, the property, business, and affairs of the Society shall be directed by the Board of Directors, subject to the limitations of the Articles of Incorporation and these Bylaws. All corporate powers shall be exercised by or under the authority of the Board of Directors.

Section 8.3.1 Duties

To study, determine, and execute the short-term and long-range plans of the Society for the continued growth and financial stability of the Society, development of policies and periodic assessment of the needs of the membership and response thereto and surveillance of the affairs and funds of the Society.
Establishment of standing rules.
Creation and conferment of special awards.
Acceptance, on behalf of the Society of grants, contributions, gifts, bequests, or other property to follow the purposes of the Society.
Consideration and action on matters relating to membership complaints and grievances.
To actively and timely participate in the Society’s strategic planning process and help guide its direction.

Section 8.4 Executive Committee: The Executive Committee of the Board of Directors shall be comprised of the President, President-Elect, Immediate Past-President, and Secretary-Treasurer.

8.4.1 Duties

To authorize expenditures within the guidelines set by the Board of Directors.
To conduct any business of the Society which may arise between meetings of the Board of Directors and which may require immediate action. The Executive Committee shall have full power and authority to exercise judgment and make decisions as required safeguarding the Society, subject to review at the next meeting of the Board of Directors.
To perform such other duties as delegated by the Board of Directors.
Request and receive nominations from members of the CSS for the position of Director(s).
Review all recommendations received, and
Submit a report (verbal or written) to the Board of Directors before its annual meeting of its recommendations.

Section 8.5 Quorum: The presence of 51% of the voting Directors at the beginning of a meeting shall constitute a quorum for the conduction of Board business for the entire meeting. However, in the absence of a quorum, a majority of the Board of Directors present at any regular or special meeting of the Board may adjourn to meet again at a stated day and hour or on call of the President. A proxy may be issued by the member who is unable to attend, and provide same to the President within 24 hours of the meeting. Proxy language is as follows:

I, (name), am unable to attend the Board meeting scheduled for (date). I hereby designate President as my proxy to attend and vote on my behalf for the purpose of establishing a quorum and voting on all matters properly brought before the meeting.

Section 8.6 Voting

Cumulative voting shall not be allowed: Each Officer and Director shall have one (1) vote.

Section 8.7 Action without Meeting: Any action required or permitted to be taken between regular or special meetings of the Board may occur without a meeting if consent is given by all of the Directors.

Section 8.8 Teleconferencing: Directors may participate in any Board or committee meeting by means of a conference telephone call or any similar telecommunications means which allows all persons participating in the meeting to hear each other at the same time.

Section 8.9 Eligibility

Only an Active Member in good standing shall be eligible to serve as a Director.
A Director must be actively engaged in the practice (clinical, research, or education) of Sleep Health within six (6) months preceding their installation. Students, trainees or fellows are not eligible to serve as Director until he or she has passed the applicable certification and is practicing in a Sleep Health capacity.

Section 8.10 Vacancies

Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining Officers and Board of Directors then in office, even though less than a quorum, or by the sole remaining Officer and/or Director. Nominations for filling such vacancies shall be made only for the purpose of maintaining the number of Directors as established by Article 8.0, Section 8.1 of the Bylaws.
Vacancies will be filled in accordance with Section 8.2 above.

Section 8.11 Resignation: Any Director may resign at any time by submitting a written resignation to the Board of Directors.

Section 8.12 Meetings

Regular meetings of the Officers and Board of Directors shall be held at least once each month, however, on approval from the board, a meeting may be cancelled for a given month. Written notice of the time and place of the regular meeting shall be sent by mail or other mode of transmittal to each Director at least thirty (30) days prior to the time of holding such regular meetings. Officers and Directors are expected to attend these meetings regularly and are expected to review meeting materials in advance and come prepared to participate in discussions and decision-making. If unable to attend, notice of proxy will be sent 24 hours in advance of the meeting. See Section 8.5 above.
Special meetings of the Board may be held upon the call of: 1) the President or 2) 50% of seated Directors at such reasonable times and places as the President may designate. Notice of the time and place of special meetings shall be given to each Director at least forty-eight (48) hours prior to the time of holding all such meetings.

Section 8.13 Agenda: Any Director who wishes to place items on the agenda of any meeting of the Board shall send the items to the President for receipt no later than 48 hours prior to the meeting date.

Section 8.14 Compensation of Directors: Directors as such shall not receive any compensation for their service as Directors, but the Board may by resolution authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses by designated Officers. Nothing herein shall preclude a Director from serving in any other capacity and receiving compensation for such services.

Section 8.15 Absence: Any Director unable to attend a meeting shall be entitled to vote by a written proxy, signed by the Director, and presented to the Secretary. The proxy shall be in the form that includes the Director’s name and any and all votes on matters taken during the meeting. Refer to Section 8.5 above.

ARTICLE 9: INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES, AND OTHER AGENTS

Section 9.1 Definitions: For the purpose of this Article, “agent” means any person who is or was a Directors, Officer, employee, or other appointee of the Society or is or was serving at the request of the Society as a Director, Officer, Committee member, appointee, or employee; “proceeding” means any threatened, pending or completed action, whether civil, criminal, administrative, or investigative; and “expenses” includes, without limitation, attorneys’ fees incurred while establishing a right to indemnification under this Article.

Section 9.2 Indemnification

The Society shall indemnify any person who was or is a party, or is threatened to be made a party to any proceeding (other than an action by or on the right of the Society) by reason of the fact that such person is or was an agent of the Society against expenses, judgments, fines, settlements, and other amounts actually and reasonable incurred in connection with such proceeding to the maximum extent permitted by the California Corporation law, including the advance of expenses.
Exception is made in such cases wherein the indemnified individual is adjudged guilty of willful misfeasance or malfeasance in the performance of duties.
The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such indemnified individuals may be entitled.

ARTICLE 10: COMMITTEES, COUNCILS, APPOINTEES AND LIAISONS

Section 10.1 Committees, Councils, Appointees and Liaisons

There shall be such committees, councils, appointees and liaisons as required to carry on the work of the Society.
The Officers and Board of Directors are empowered to create, combine or dissolve committees, councils, and liaisons, or to change their composition or responsibilities as the need may arise.
The chairperson(s) of each committee and council and the liaisons shall be appointed by the President with approval of the Board of Directors.
The term of the appointee, liaison, committee chair and committee members shall correspond to the Presidential term, unless a specific term is otherwise approved by the Board of Directors.
The members of any committee or council shall be appointed by the committee and council chair and are subject to the approval of the President. The President shall serve as an ex-officio member of each committee and council.

Section 10.2 Standing Committees: Members of all Standing Committees shall be nominated by the Executive Committees and subject to confirmation by the Board of Directors.

The Chairs of all Standing Committee unless otherwise specified in these Bylaws shall be designated by the Board of Directors.
No Member of a Standing Committee may serve more than two consecutive three-year terms, but an individual may serve as a consultant if it is believed he/she has special expertise that would continue to help the Committee beyond the individual’s term. In such capacity, he/she shall have no committee vote.

Section 10.3 Audit Committee: As needed, the Board of Directors will appoint an ad hoc Audit Committee to assist the Board of Directors in ensuring compliance with legal and ethical standards and in selecting and hiring of the internal and independent auditors.

ARTICLE 11: FINANCES, DUES, AND ASSESSMENTS

Section 11.1 Fiscal Year: The Fiscal Year of the Society shall be from October 1 through September 30.

Section 11.2 Budget

Fiscal and money policies shall be established and/or approved by the Board of Directors.
The Board of Directors shall adopt a balanced annual operating budget covering all activities of the Society.

Section 11.3 Dues

Dues are subject to change by a majority of the voting members at the Annual Business Meeting of the Society as recommended by the Board of Directors.
Dues shall be paid annually and are not refundable.

ARTICLE 12: DISSOLUTION

In the event of dissolution or final liquidation of the Society all of its assets remaining after payment of its obligations have been made or provided for shall be distributed to a non-profit entity engaged in activities substantially similar to the Society. Distribution of funds shall be designated by the Officers and Board of Directors.

ARTICLE 13: COMPENSATION

The Officers, Board of Directors, and Committee members shall serve without compensation.

ARTICLE 14: ADDITIONAL APPOINTMENTS

Appointments may be made by the President, with the approval of the Board of Directors, to carry out functions not otherwise outlined in these Bylaws.

ARTICLE 15: AMENDMENTS

Section 15.1 Procedure to Amend Articles of Incorporation: The Articles of Incorporation may be amended in accordance with the procedure outlined in the California Corporation Act. The Amended Articles shall be executed and filed in accordance with the aforementioned law.

Section 15.2 Procedure to Amend the Society Bylaws

Amendments may be presented in writing to the President by any member in good standing. The President shall forward said proposals within 30 days of receipt to the Board of Directors.
Amendments to the Bylaws may be made by a 2/3 vote of the Board of Directors. Action to amend may be initiated by the President or by a Director.
Any changes in the Bylaws will be announced to the Membership in a Society publication.

_____________________________

HISTORY OF AMENDMENTS TO BYLAWS

(commencing with December 2025 Amendment)

DECEMBER 2025 AMENDMENT

Article 2-Purpose and Goals is amended to add Section 2.6, which simply separates two existing goals.
Article 2-Purpose and Goals is amended to add Section 2.8, which creates an additional goal and purpose.
Article 3-Funds, Dues, and Activities is amended to add Section 3.2, which identifies a monetary threshold whereby Committee Chair can financially encumber the Society without prior Board approval.
Article 5-Members is amended to remove a redundancy regarding membership categories.
Section 5.1.1 is amended to include PA as an additional example of a professions falling within Category I membership.
Section 5.2 is amended to include payment is required for membership to be active.
Section 7.4-Officers, Election and Term of Office is amended to clarify the term of President and modify how the Secretary-Treasurer is appointed to the position by the President and not elected by email ballot or general vote of the Board of Directors.
Section 7.5-Officers, Vacancies is amended to address how the Board of Directors fills a resigning, expelled or deceased Board member.
Section 7.6(3)-Officers, President is amended to remove the reference to the Nominating Committee.
Section 7.9-Officers, Resignation is amended to add a transitional period in the event of a Board member’s resignation.
Section 8.2-Board of Directors, Terms of the Board of Directors is amended to clarify and cross-reference the term limit of Board of Directors member-at-large.
Section 8.2.1 is added to address the process for appointing a Successor Director.
Section 8.3.1-Board of Directors, Powers and Duties, Duties is amended to remove the reference to the Nominating Committee.
Section 8.3.1-Board of Directors, Powers and Duties, Duties is amended to add general performance expectations of Board members.
Section 8.4.1-Board of Directors, Executive Committee, Duties is amended to add duties to the Executive Committee that were previously assigned to the Nominating Committee.
Section 8.5-Quorum is amended to include a proxy requirement and language for same.
Section 8.10-Board of Directors, Vacancies is amended to expand on how Board of Directors vacancies are filled.
Section 8.12(1)-Board of Directors, Meetings is amended to change the frequency of regular meetings of the Board of Directors from annual to monthly.
Section 8.12(1) -Board of Directors, Meetings is amended to add general expectations and performance of the Board members as it pertains to the monthly regular meetings of the Board of Directors.
Section 8.12(3) -Board of Directors, Meetings is removed.
Section 8.12(4) -Board of Directors, Meetings is removed.
Section 10.1(3)-Committees, Councils, Appointees and Liaisons is amended to remove the reference to the Nominating Committee.
Section 10.3-Commitees, Councils, Appointees and Liaisons, Nominating Committee Nominating Committee is removed in full.
Section 10.4-Commitees, Councils, Appointees and Liaisons, Audit Committee is amended to allow the Board of Directors to form an Audit Committee as necessary.

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