BBSM Vision

The BBSM is an independent, nonprofit organization whose mission is to promote excellence in the multidisciplinary field of Behavioral Sleep Medicine through administering and granting credentials that are recognized throughout the world as signifying a high level of competence within health-related fields for the practice of behavioral sleep medicine. The BBSM shall establish the requirements for certification and set the standards for its examinations to ensure its credentials represent dedication to a high level of knowledge and competence in patient care.  The BBSM is dedicated to certifying a measure of expertise providing a standard of excellence by which the public, government and regulatory agencies, and health care organizations can identify skill and expertise. 

Our Board of Directors

  • Michael Schmitz, PsyD, CBSM - President
  • Erin Cassidy-Eagle, PhD, CBSM - President-elect
  • Michelle Drerup, PsyD, CBSM - Secretary/Treasurer
  • Julio Fernandez-Mendoza, PhD, CBSM - At-Large Director
  • Michael Smith, PhD, CBSM - At-Large Director
  • Jayme Matchinski, JD - Compliance Officer
  • Kathryn Hansen BS CPC CPMA - Executive Director  

BBSM ByLaws

CHAPTER 1: OFFICERS, TERMS OF OFFICE, ELECTION AND DUTIES

A. Officers

The Officers of the BBSM shall be a President, President-elect, Secretary/Treasurer Compliance Officer, and Immediate Past President. All Officers, with the exception of the Compliance Officer shall be certified or demonstrate clinical specialization in behavioral sleep medicine.

B. Term of Office

The terms of the President, President-elect and Immediate Past President Secretary/Treasurer shall commence at the June board meeting of the BBSM following their election. The President, President-elect, and Immediate Past President shall serve a one (1) year term of office. The term of the Secretary/Treasurer and Compliance Officer shall commence at the June board meeting of the BBSM following his/her election and shall continue for a period of three (3) years. No two (2) offices may be held by the same person.

C. President

The President shall be elected by the Board of Directors.  The President shall be a member of the Board of Directors, preside at all meetings of the BBSM, perform such duties as custom and parliamentary usage require, and be an ex-officio member of all BBSM committees.

The President, or constitutionally designated alternate, is the official spokesperson for the BBSM. No statement shall be made by the President or designated alternate that represents a violation of federal and state antitrust or any other laws.   

No President, or designated alternate, may encumber the BBSM with indebtedness nor assume any financial obligation in the name of the BBSM without prior authorization of the Board of Directors.

The President-elect shall serve a one (1) year term and assume the position of Immediate Past President the following year for a one (1) year term.

D. President-elect

1) A President-elect shall be elected by the Board of Directors and assume the responsibility of the office at the June Board of Directors meeting for a term of one (1) year.

2) The President-elect shall serve a one (1) year term and assume the position of President the following year for a one (1) year term.

3) The President-elect shall be a member of the Board of Directors, assist in the performance of the President’s duties, and in the absence of the President, shall preside at meetings of the BBSM.

4) Upon expiration of the term of office of the President, the President-elect shall assume the presidency of SBSM.

5) In the event of the untimely death, resignation or removal of office of the President, the President-elect shall assume the office of President of the BBSM.

E. Secretary/Treasurer

1) The Secretary/Treasurer shall be elected to a three (3) year term by the Board of Directors, assume office at the June Board of Directors meeting in the year appointed, and shall not be eligible for re-election.

2) The Secretary/Treasurer shall be a member of the Board of Directors, and shall have the following duties:

a) Shall attend all meetings of the Board of Directors and keep minutes of their respective proceedings,

b) Shall be the custodian of the seal of the BBSM and all records and papers belonging to the BBSM.

c) Shall keep an account of all funds of the BBSM.

d) Shall maintain a correct list of all applicants for certification and examination and a record of the actions taken on same.

e) Shall demand and receive all funds due the BBSM together with all requests and donations.

f) Shall disperse funds from the treasury only upon authorization from the Board of Directors

g) Shall submit the society’s accounts to such examination as the Board of Directors may direct and shall render to the Directors such accounts of the official acts and of the state of funds of the BBSM as they require.

F. Compliance Officer

a) The Compliance Officer shall be elected to a three (3) year term by the Board of Directors, assume office at the June Board of Directors meeting in the year appointed, and shall not be eligible for re-election.

2) The Compliance Officer shall be a member of the Board of Directors, and shall have the following duties:

a. Shall attend all meetings of the Board of Directors

b. Shall review activities of the BBSM for compliance with state and federal regulator standards, antitrust laws, or other laws for a 501(c) 3 nonprofit organization.

G. Vacancies

1) An unexpired term of office for any reason shall be filled according to the following:

a. The President by the President-elect who shall complete the unexpired term, as well as the presidential term for which elected.

b. The President-elect at the discretion of the Board of Directors. The appointed individual shall complete the unexpired term as well as the regular term for which elected.

c.The Secretary/Treasurer at the discretion of the Board of Directors. The appointed individual shall complete the unexpired term for which elected and shall be eligible for re-election for not more than one additional term.

d. The Compliance Officer at the discretion of the Board of Directors. The appointed individual shall complete the unexpired term for which elected and shall be eligible for re-election for not more than one additional term.

CHAPTER 2:  BOARD OF DIRECTORS

A. Composition and Term of Office

1) The Board of Directors shall consist of the President, President-elect, Secretary/Treasurer, Compliance Officer, Immediate Past President and three (3) Directors-at-Large. Ideally, one of the Directors-at-Large would be chosen from the leadership of the Society of Behavioral Sleep Medicine (SBSM).

2) The term of office of Directors elected by the membership of SBSM shall be three (3) years for Directors. If the elected term is filling an unexpired term of another Director, that term will comprise only the unexpired portion of the term. A Director will be eligible for re-election for one additional consecutive term. Following two (2) consecutive terms, a Director will be eligible for additional terms following a one (1) year hiatus.

3) The Board of Directors may adjust the terms for Directors in the event that fifty percent (50%) or more of the terms of the Board of Directors expire in any given year, provided the adjustment is not for more than one (1) year and not more than once for any one (1) board member's term of office. The officers and directors for the ensuing year shall be installed each June.

B. Powers

1) The Board of Directors shall have charge of and control of all property of BBSM of whatsoever nature and of all funds of whatsoever source. All powers not otherwise expressly assigned in these bylaws, shall be vested in the Board of Directors.

2) The Board of Directors shall be the policy making body of BBSM and shall consider all matters brought before it by the officers of the BBSM or report of any committees. 

3) Approval of the Board of Directors must be obtained before any person expends or uses for any purpose money or property belonging to the BBSM. No funds shall be authorized by the Board of Directors that violate federal and state antitrust or any other laws.

4) The Board of Directors may establish such rules for the conduct of its affairs, as it may deem necessary and desirable. The Board of Directors shall be empowered to employ chief executives whose duties and title shall be determined by the Board of Directors. The chief executive shall report to and be responsible to the President and the Board of Directors.

5) In no event may an Officer or Director be an employee of the BBSM. The Board of Directors at the expense of the BBSM shall provide fidelity bond coverage for the officers, directors, and employees of the BSM in an amount sufficient to protect the funds of the BBSM.

6) The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, except where otherwise provided by law or by these Bylaws. Unless the Board of Directors provides otherwise, attendance at Board of Directors Meetings will be limited to Directors and Officers and staff as needed, or individuals whose presence is necessary for discussion of a specific topic.

C. Committees

1) Shall be established subject to the approval of the Board of Directors.

2) The BBSM President or his/her designate shall be ex-officio members of all BBSM committees.

3) Absence of a committee member without acceptable excuse from two consecutive committee meetings including conference calls shall be considered resignation from the committee.

4) Standing Committees

a. The Board of Directors shall appoint such Standing Committees as necessary to promote the mission and goals of the BBSM

b. The name, composition and mandate for such committees shall be at the discretion of the Board of Directors.

c. Committee composition and members shall be determined by the Board of Directors

d. Committee members may serve no more than three (3) continuous years on a single committee, but may serve an additional three (3) years if made a chair of a standing committee.

5) Presidential Committee(s)

a. The President of SBSM may appoint ad-hoc committees as deemed necessary provided the mandate to any such committee does not duplicate the mandate of standing committee. Presidential Committees shall expire with the term of the President.

CHAPTER 3: MEETINGS OF THE BBSM

A. Board of Director Meetings

1. The Board of Directors shall meet monthly at such a time and place as determined by the Board.

2. Notice of meetings shall be posted to the BBSM website or via other electronic media intended to communicate the agenda for the meeting

3. A quorum of Board members is required to hold an official Board meeting.

4. Board members may not vote by proxy.

B. Committee Meetings

1. Committees shall meet monthly at such time and place as determined by each committee.

2. A quorum of committee members is required to hold a committee meeting.

3. Committee members may not vote by proxy.

CHAPTER 4: DISCIPLINE

  1. Any member of the Board of Directors may be censured or removed under the following circumstances after due notice and hearing set forth below:

1) For violation of the Bylaws of the BBSM.

2) For violation of ethical conduct as may be defined by a Board Members discipline Code of Ethics.

3) For acts of serious misconduct which bring discredit to the BSBSM.

4) If the Board member has been convicted, adjudged, or otherwise recorded as guilty by any court of competent jurisdiction of a felony, or a crime involving moral turpitude.

5) If the Board members have been adjudged guilty of violation of law or regulation relating to his or her professional practice by an administrative agency of the government.

6) If a disciplinary or legal action has resulted in a reprimand, probation, suspension, or loss of a members’ license to practice.

B. Notification and Hearing

1) The accused Board member shall be notified in writing by certified mail of the charges made against him/her and offered the opportunity to respond in writing.

2) A hearing of any charges shall be promptly conducted by the Officers of the Board at such time and such place as it determines; but in no event may the hearing be conducted until at least thirty days after the accused has been notified by certified mail of the charges and the time and place of the hearing.

3) The Officers of the Board may have administrative and legal counsel present at any hearing to advise it. At the discretion of the Officers of the Board, the complainant and/or the accused may have legal counsel present, but any such legal council may be excluded from attending or participating in the proceedings at any time at the discretion of the Officers of the Board.

4) A comprehensive record of the hearing must be made. The decision of the Executive Committee shall be by majority vote by secret ballot. A report shall be made in writing containing the findings and the recommended disciplinary action, if any.

5) The decision concerning the accused shall be, to acquit, to censure, to place on probation, to suspend, or to expel. The President or Board of Directors designate shall promptly transmit copies of the decision to the accused by certified mail.

6) In any event, disciplinary procedures will be in accordance with federal and state laws in effect at the time a complaint or action is received or deemed necessary.

CHAPTER 5: FUNDS, DUES, ASSESSMENTS

  1. Funds of a the BBSM shall consist of monies raised by examination and certification fees levied on applicants and holders of certifications, voluntary contributions to the BBSM, income from sales of BBSM approved products and services, and revenue from any other source approved by the Board of Directors. No part of the net earnings of the BBSM shall inure to the benefit of any individual Board member or person. Notwithstanding any other provision of these Bylaws, the BBSM shall not carry on any activity not permitted to be carried on by a corporation exempt from Federal income tax under chapter 501 (c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any subsequent Federal tax law).
  2. The Board of Directors may reduce, direct a refund, or waive a fee for any applicant or  individual certified by the BBSM, based on demonstrated due case.

CHAPTER 6: MISCELLANEOUS

A. Rules of Order

The current Robert’s Rules of Order shall be the parliamentary authority when not in conflict with the bylaws of the BBSM.

B. Order of Business of the Board of Directors

The usual order of Business of the Board of Directors shall be:

a. Call to Order

b. Approval of Minutes

c. Secretary/Treasurer’s Report

d. Consent Agenda

e. Reports of Officers as applicable

f. Report of the Directors as applicable

g.  Committee Reports as applicable

h. Report of the Executive Director

i. Other Business

j. Adjournment

C. The fiscal year of BBSM shall be January 1 to December 31.

D. Registered Office

The registered office of the BBSM as required by the Nonprofit Corporation Act will be maintained in the State of Kentucky as provided and designated in the Articles of Incorporation. The Board of Directors of BBSM may, from time to time, change the location of the registered office pursuant to Chapter 317.19 of Statutes. On or before the day that such change is to become effective, a certificate of such change is to become effective, a certificate of such change and of the location and post office address of the new registered office shall be filed with the Secretary of State of Kentucky as provided by law.

E. Books and Records

The BBSM shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and applicable committees having any authority of the Board of Directors, and shall keep at its principal office a record giving the names and addresses of the Board of Directors. All books and records of the BBSM may be inspected by any Director, for any proper purpose at any reasonable time.

F. Waiver of Notice

Whenever any notice is required to be given under the provisions of the Bylaws or under the provisions of the Articles of the BBSM or by the State of Kentucky Nonprofit Act, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

CHAPTER 7: AMENDMENTS

Amendments to the bylaws may be proposed any member of the Board of Directors. An amendment is adopted when it receives the vote of more than a majority of the Board of Directors.