ARTICLE I.  SHORT TITLES AND NAME
 

  The name of this organization is American Board of Therapeutic Fasting and Obesity and may be referred to as ABOFO. Any names associated with ABOFO may not be used without the consent of the Board of Directors.

ARTICLE II.  MISSION
  The mission of the ABOFO shall be:

      A. To bring together clinicians, healthcare providers, and therapists to stimulate and support the study of fasting and obesity and to translate that knowledge into improved clinical practice;
      B. To endorse an evidence-based approach to obesity treatments;
      C. To establish and maintain high standards in therapeutic fasting (e.g., therapeutic fasting for the treatment of obesity and diseases related to obesity such as metabolic syndrome, inflammatory diseases, musculoskeletal diseases etc.); 
      D. To serve as an advocate for the integration of integrative medicine into conventional healthcare; and
      E. To contribute to the improvement of public health.
 

  The ABOFO membership is open to all practitioners in the field of integrative medicine with an interest in therapeutic fasting and obesity. Further, the ABOFO offers our members a certification to recognize practitioners who have advanced knowledge in treating obesity with integrative medicine or therapeutic fasting.

ARTICLE III.  MEMBERSHIP
  Any person who has an interest in the field of obesity and therapeutic fasting is eligible for membership in the ABOFO. ABOFO’s Board of Directors will set forth all requirements, benefits, and privileges associated with each category of membership.
 

3.1 Classes. 
  There are two classes of membership in the ABOFO, and all members shall support the mission of the ABOFO. 
      A. Regular Member.  Physicians, health professionals, and other persons interested in the mission of the ABOFO. Regular members shall pay dues and special assessments as established by the Board of Directors according to the needs of the ABOFO. Dues shall be payable upon acceptance of the membership application. 
      - Eligible to vote for amendments to these Bylaws
      - Eligible for reduced registration rates for the annual meeting and other programming as specified by the Board of Directors for this level of membership
      - Eligible for discounts on the cost of purchasing items through ABOFO as specified by the Board of Directors for this level of membership
      B. Associate Member.  Physicians, health professionals, and other persons interested in the mission of the ABOFO who are not currently interested in becoming a Regular Member of ABOFO or who are not eligible for Regular membership. 
      - Members who have not paid dues within a period of three (3) months after billing shall be notified of forfeiture of membership unless all indebtedness to the Association is met and will not have any rights as a Regular Member until dues are paid for the current year. Resignation, suspension, or revocation of membership shall not relieve any Member from liability for unpaid dues or other assessed fees or charges.
 

3.2 Appointment of Members.
  Any person interested in being appointed as a Member shall submit an application for membership to the ABOFO.  The application process will follow procedures developed by the Board of Directors.
 

3.3 Loss of Membership.
  Any Member may relinquish his or her membership in the ABOFO by giving written notice and/or failure to pay annual dues within the designated period.  The Board of Directors, by majority vote, may also revoke membership for good cause.  Any Member in good standing may petition the Board of Directors for revocation of any other Member’s membership for good cause, including but not limited to, activities in contravention of the activities or goals of the ABOFO.  The ABOFO will not refund any dues or assessments upon either voluntary relinquishment or involuntary revocation of membership.  In addition, the Member shall forfeit any and all rights and privileges of membership upon termination.  The Membership of any member in good standing may be revoked only after a hearing at which the Member whose expulsion is being recommended is given an opportunity to be heard in the Member’s own defense.  Upon such a hearing, a recommendation will be drafted and submitted to the Board of Directors for consideration.  The Board of Directors will meet not less than thirty (30) days after distribution of the recommendation to discuss the issue.  An action of revocation shall occur upon a majority vote of the Board of Directors present and voting.
 

3.4 Waiver and Adjustment of Dues or Assessments.
  The Board of Directors or its designee may reduce or waive the requirement of payment of dues or assessments from a particular Member.

3.5 Meetings of Members.
      A. Time and Place.  A General Meeting of the Members shall be held at such time and place as shall be fixed by the Board of Directors, occurring usually during the Annual Meeting of the ABOFO.  Special meetings of the Members may be called by the President, at least two-thirds (2/3rds) of the Board of Directors, or by Regular Members having at least one-tenth (1/10th) of the votes entitled to be cast at such a meeting.  Such meetings may be held at any place and can include virtual meetings.  The meeting notice will provide the location or information on accessing the virtual meeting.
      B. Notice of Meetings.  The Board of Directors shall inform the Members either by written or electronic communication of the place, day, and hour of the general meeting at least sixty (60) days prior to the General Meeting and at least thirty (30) days prior to the date of a Special Meeting.
      C. Voting.  An affirmative vote is the simple majority of the quorum unless otherwise stated in the bylaws.

ARTICLE IV. BOARD OF DIRECTORS

4.1 General Powers and Responsibilities.
  The ABOFO Board of Directors shall determine the policies of the ABOFO and shall manage, supervise, and control its business, property, and affairs including establishment of its budget, raising, and disbursing of funds, and the adoption of rules and regulations for the conduct of business consistent with the ABOFO’s purposes in accordance with these Bylaws. The Board of Directors will be responsible for setting the requirements for all membership classes as well as the benefits accorded to each. The Board of Directors shall establish the rates for annual member dues, as well as the amount of member discounts for registration fees for the annual meeting and other programming offered by the ABOFO.
 

4.2 Composition.
  The Board of Directors shall consist of up to twelve (12) voting members of the ABOFO composed of the President, Vice-President, Secretary, Treasurer, eight (8) elected Directors who have completed a terminal degree (e.g., KMD, LAc) with at least five (5) years of experience in clinical practice at the time of election. 
 

4.3 Terms of Office.
  The term of office for members of the Board of Directors is three (3) years. Previous members of the Board of Directors are eligible for nomination.
 

4.4 Powers and Duties. 
  All ABOFO powers shall be exercised by, or under the authority of, the Board of Directors, and the business and affairs of the ABOFO shall be managed under the direction of the Board of Directors. The powers and duties of the Board of Directors shall include but not be limited to the following:
      A. To implement and further the mission of the ABOFO; 
      B. To review and approve the program for Annual Meeting of the ABOFO; 
      C. To review, modify, and/or approve a proposed budget for the ABOFO; 
      D. To review and present to the annual meeting of the Members of the Association the  Treasurer's report concerning the financial condition of the ABOFO; 
      E. To approve arrangements and adopt resolutions relating to deposit of funds of the ABOFO; 
      F. To appoint an executive officer to serve at the discretion of the Board of Directors; and
      G. To perform such other functions as may be necessary or desirable in furtherance of the purposes of the ABOFO.
 

  As an individual member of the Board of Directors, each Directors also has the following responsibilities: 
        A. Review agenda and supporting materials prior to Board of Directors meetings;
        B. Participate in Board of Directors meetings;
        C. Follow conflict of interest and confidentiality policies; and
        D. Stay informed about the ABOFO’s mission, services, priorities, policies, and programs.
 

4.5 Compensation.
  Directors shall serve as such without compensation, but by resolution of the Board of Directors expenses of attendance may be allowed for attendance at each regular or special meetings of the Board of Directors.
 

4.6 Election.
  Approximately two (2) months prior to the Annual Meeting, the Executive Committee will solicit Regular Members for nomination of persons to be elected as the Board of Directors. A Regular Member may nominate up to as many persons as there are positions to be filled on the Board of Directors. The Board of Directors will develop nominating policies and procedures.
 

4.7 Vacancies.
  Any vacancy occurring on the Board of Directors prior to the end of a Board of Directors member’s term shall be appointed by the President.  Such an appointed member shall serve until the expiration of the term of his or her predecessor. Vacancies on the Board of Directors shall be filled at the next scheduled election. However, if more than three vacancies occur at one time, a special election shall be held if determined to be needed by the Executive Committee. The Executive Committee will make all interim appointments. 
 

4.8 Removal.
  The vote of a majority of the Board of Directors then in office shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected.
 

4.9 Resignation. 
  Any Directors may resign at any time by giving written notice to the President.  Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or Directors.
 

4.10 Meetings. 
  The Board of Directors will hold a minimum of four meetings per year. Meetings of the Board of Directors can be conducted by conference call or as an online meeting providing that all participants are available to hear and speak with all other participants. Meetings shall be open unless otherwise determined by the Board of Directors. 

ARTICLE V. EXECUTIVE COMMITTEE
  The Executive Committee of the ABOFO shall be a President, a Vice-President, a Secretary, and a Treasurer.
 

5.1 General Powers and Duties.
  Subject to the control of the Board of Directors, all Executive Committee members as between themselves and the ABOFO shall have such authority and perform such duties in the management of the ABOFO as set forth expressly in these Bylaws or as expressly provided by the Board of Directors. Projects involving sponsorship by the ABOFO shall be submitted to and approved by the Executive Committee before any agreement is effective.
 

5.2 Specific Powers and Duties.
      A. President.  The President shall exercise general supervision over the affairs of the ABOFO, its Board of Directors, and personnel, consistent with policies established by the Board of Directors.  The President shall preside at meetings of the Executive Committee and the Board of Directors; be responsible for executing policies determined by the Board of Directors; and act as principal spokesperson for the ABOFO. The President may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws; and in general, shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors.  The President shall serve for a term of three (3) years and may be re-elected.
      B. Vice President. The Vice-President shall assist the President and serve as liaison to committees as designated by the President.
      C. Secretary. The Secretary shall oversee a process for the maintenance of the corporate records of the ABOFO (other than financial records) and the preparation of the minutes of all meetings held by the Members, the Board of Directors, and the Executive Committee.  The Secretary will oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board of Directors; be custodian of the corporate records; and in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.  The Secretary shall be responsible to see that accurate records are kept for all members.
      D. Treasurer. The Treasurer shall oversee a process for the custody of the ABOFO's funds and securities, the keeping of a full and accurate account of receipts and disbursements of funds belonging to the ABOFO, and the deposit of all moneys and other valuable effects in the name and to the credit of the ABOFO in such depositories as may be designated by the ABOFO. The Treasurer shall have authority to sign all checks and disbursements.  Additionally, checks and disbursements shall be signed by agents of the ABOFO as determined by the Board of Directors from time to time.  The Treasurer shall retain full responsibility for such fiscal transactions.  
 

5.3 Vacancy.
  In the event of the death, disability, removal, resignation, or other permanent incapacity of an Executive Committee member, except the President, the Board of Directors shall elect one of its members to serve in such capacity for the remainder of the unexpired term. If the office of the President shall become vacant, the Vice-President shall immediately assume the office of President.
 

5.4 Removal.
  The Board of Directors may remove any elected Executive Committee member for good cause at any time by a majority vote of the Board of Directors, provided that such action is taken at a meeting of the Board of Directors called expressly for that purpose and provided that the Executive Committee member has at least twenty (20) days’ notice and an opportunity to personally address the Board of Directors either in person or by phone or videoconference, as determined in the discretion of Board of Directors. The Board of Directors may remove any appointed Executive Committee member in the same manner as that Executive Committee member was appointed.
 

ARTICLE VI. CERTIFICATES
 

6.1 General.
  The ABOFO shall have the power to grant and issue to any person found to be entitled to receive a Certificate in any of the Specialty areas in the field of integrative medicine. Certified practitioners who have paid dues acquire the qualification as a Regular Member for 5 years.  

6.2 Certificates.
  All certificates issued by the ABOFO will be subject to these Bylaws, as amended from time to time, and to any rules and policies adopted by the Board of Directors.

  The Board of Directors shall:

      A. Formulate standards of competence to be met by Applicants for Certificates.
      B. Determine the criteria and based on such criteria, ascertain the acceptability of Applicants for Certification. 
      C. Establish specific policies to ensure that criteria and standards for Certification are objective, equitable, relevant, and unbiased in substance and in application.
      D. Revoke the Certification of any physician in its absolute discretion.

6.3 Issuance and Form of Certificates.
      A. No Certificate shall be granted or issued by the ABOFO to any person unless and until the person applies and is determined to be admissible for Certification under standards established by the Board of Directors. The Board of Directors shall promulgate detailed policies and procedures governing the admissibility, application and examination of persons desiring Certification.
      B. Each Certificate is and remains the property of the ABOFO while it is in the possession of the person to whom it is granted and issued and is subject to repossession in the event the Certificate is suspended or revoked.  
      C. All Certificates issued by the ABOFO shall be subject to its Bylaws, as amended from time to time, and to any policies and procedures adopted by the ABOFO since issuance of any Certificate.
 

6.4 Revocation of Certification.
  The Board of Directors reserves the absolute right to revoke the Certification issued by the ABOFO. The Board of Directors shall promulgate policies and procedures governing the revocation of a Certificate and such policies and procedures may, at any time, be revised in a manner as provided for in these Bylaws and the ABOFO’s Policies, and such revisions shall be binding on all members of ABOFO regardless whether the members receive notice of such revision.

ARTICLE VII. FINANCIAL AND ADMINISTRATIVE MATTERS
 

7.1 Fiscal Year.
  A fiscal year of the Association shall commence on the first day of October and end on the thirties day of the following September.
 

7.2 Borrowing Authority and Loans.
  No loans shall be contracted on behalf of the ABOFO, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.  No loans shall be made by the ABOFO to its Directors.
 

7.3 Books and Records.
  The ABOFO shall keep correct and complete books and records of the accounts, activities, and transactions of the ABOFO; and minutes of the proceedings of the Board of Directors and Executive committee.  Any of the books, minutes, and records of the ABOFO may be in written form or in any other form capable of being converted into written form within a reasonable time. 
 

7.4 Authority to Enter Agreements.
  The Board of Directors may authorize any Executive Committee members or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the ABOFO, and such authority may be general or confined to specific instances.  Except as so authorized, no Member or group of Members, Executive committee or committee member, or Directors may enter into a contract or agreement binding the ABOFO financially or otherwise or purport to speak on behalf of the ABOFO. 

ARTICLE VIII. SEAL
  The seal of the ABOFO shall bear the following: