BYLAWS OF
ORGANIZATION FOR UNDERSTANDING CLUSTER HEADACHES
(Revised
& Approved 08/31/2008)
TABLE
OF CONTENTS
Article
1. Name and Location
Article
2. Mission Statement and Projects
Article
3. Board of Directors
Article
4. Meetings
Article
5. Officers
Article
6. Committees of the Board
Article
7. Indemnification
Article
8. Annual Report
Article
9. Contracts, Deposits and Funds
Article
10. Accounts, Minutes, etc.
Article
11. Fiscal Year
Article
12. Seal
Article
13. Membership
Article
14. Amendments to the Bylaws
Article
15. Parliamentary Authority
Article
16. Proxy
Article
17. Voting
Article
18. Personal Liability
Article
19. Loans
Article
20. Regional Entities
Article
21. Discrimination
Article
22. Dissolution
Certification
ARTICLE
1. NAME AND LOCATION
1.01.00
Name.
The
name of the corporation is the Organization for Understanding Cluster
Headaches, referred to hereinafter as "Corporation."
1.02.00
Charter.
The
Corporation was duly chartered on December 9, 1999 (Charter
No.01561374-01), pursuant to the provisions of the Texas Non-Profit
Corporation Act.
1.03.00
Location.
The
principal office of the Corporation and such other offices, either
within or without the State of Texas, shall be established as the Board
of Directors may determine as necessary.
1.04.00
Registered Office.
The
Corporation shall have and continuously maintain a registered office,
and a registered agent whose office is identical with such registered
office, or as otherwise required by the Texas Non-Profit Corporation
Act. The registered office may be, but need not be, identical with the
principal office, and the addresses of the registered office may be
changed from time to time by the Board of Directors.
ARTICLE
2. MISSION STATEMENT AND POLICY
2.01.00
Mission.
The
Corporation is
formed to: 1) increase awareness, education and understanding of cluster
headaches; 2) to support educational and informational activities to
those involved with cluster headaches; and 3) to sponsor reports,
meetings and workshops for the education and understanding of cluster
headaches.
2.02.00
Policy.
The
Corporation shall be self-governing, non-profit, non-partisan, and
nonsectarian.
2.03.00
Stock
The
Corporation shall have no authority to issue stock or to declare
dividends.
ARTICLE
3. BOARD OF DIRECTORS
3.00.00
Authority of the Board of Directors.
The
Board of Directors has the general power to control and manage the
affairs, funds, and property of the Corporation; disburse the
Corporation's monies and dispose of its property in fulfillment of its
mission; and provided, that the Board of Directors shall not permit any
part of the net earnings or capital of the Corporation to inure to the
benefit of any private individual. The fiduciary responsibilities of
individual Directors are those specified for directors in the Texas
Non-Profit Corporation Act, Tex. R. Civ. Stat. Ann. art. 1396, et seq.,
as amended.
3.01.00
Number.
The
number of Directors shall not be less than seven, and not more than
fifteen.
3.02.00
Election.
3.02.01
The Board of Directors shall elect three (3) Directors, who are not
eligible for election, to constitute a Nominating Committee by July 30
of each year. The Board of Directors shall appoint a Nominating
Committee of 3 members, who are either not eligible for election or will
not accept election, with the Chair one being a current Board Member.
3.02.02
The Nominating Committee shall notify the general membership that
nominations for Directors is open and the procedure for making
nomination on or before April 30
of each year.
3.02.02(a)
No candidate shall be placed on the ballot without prior consent and
without
meeting
qualification criteria set out by the Board of Directors.
3.02.02(b)
All efforts shall be made to have representation on the Board of
Directors from each geographic region of the country.
3.02.03
The Nominating Committee shall accept nominations and prepare a ballot,
which they will present to the membership on or before May
30 of each year.
3.02.03(a)
The Nominating Committee shall provide the name, state of residence, and
qualifications for service on the board for each candidate on the
ballot.
3.02.04
The election will be held on or before June 15
of each year in accordance with
election procedures established by the Board of Directors.
3.03.00
Term.
3.03.01
Directors shall be elected for a term consisting of either one-year or
two-years. a
term each. Directors may serve no more than three
consecutive terms.
3.03.02
For a Director who is appointed to fill a vacancy pursuant to Article
3.04.00, the appointed Director shall serve only until the next regular
election and the
limitation specified in Article 3.03.01 does not apply.
If the incumbent serves less than one
year of the remaining portion of the unexpired term of the vacancy that
the incumbent had been elected to fill.
3.04.00
Vacancies, Resignations, Terminations
3.04.01
Resignations from the Board of Directors, or from any office on the
Board of Directors, should be in writing.
3.04.02 A Director or Officer may be removed for excess absences from meetings, acts of illegal misconduct involving the Corporation, acts or conduct that do not serve to further the objectives of the Corporation, acts of impropriety involving the Corporation, or other good cause. Removal from the Board automatically revokes any election as an Officer of the Board.
3.04.02(a)
Removal requires a three-fourths (3/4) vote of the entire Board of
Directors.
3.04.02(b)
Excessive absences is defined as three (3) or more consecutive absences.
3.04.03
When a vacancy exists on the Board of Directors, nominations shall be
made by the Nominating Committee. Any
nomination so received will be voted on at the next regular meeting of
the Board of Directors.
3.04.03(a) All vacancies so filled will serve until the next regular election.
3.04.03(b)
Any Director or Officer filling a vacancy shall be eligible for
subsequent election.
3.05.00 Primary Responsibilities of the Board of Directors.
3.05.01
The Board of Directors is vested with a fiduciary responsibility to set
policy, fiscal management, and ongoing governance of the agency, and
empower its President and others with the authority to carry out that
responsibility assigned responsibilities.
3.06.00
Conflicts of Interest.
3.06.01
It is the responsibility of each Director to make full written
disclosure to the Board of Directors concerning any actual or potential
conflicts of interest in any matter which is the subject of business
before the Board. No Director may vote on any matter in which he or she
has any actual or potential conflict of interest. Conflicts of interest
may arise when any persons to whom a Director is closely related or
organization with which a Director is affiliated who or which presently
transacts business with the Corporation or might reasonably be expected
to do so in the future. Closely related persons shall include, in
addition to spouses, children, siblings and blood relatives, affectional
relationships between persons of the same or opposite sex.
ARTICLE
4. MEETINGS
4.01.00
Regular Board Meetings.
The
regular meetings of the Board shall be as set by a majority of the Board
at any place as a majority of the existing Board shall select. The Board
of Directors shall meet at least quarterly. The Board of Directors may
reschedule regular meetings as deemed necessary by a majority vote.
4.02.00
Annual Members’ Meeting.
4.02.01
The annual members meeting shall be held every year on a date as set by
a majority of the Board, and shall be held at any suitable place as a
majority of the existing Board shall select.
4.02.02
Those present at the annual meeting shall constitute a quorum for the
transaction of business at any Annual Meeting.
4.02.03 A motion placed before the general membership shall be adopted by a majority vote of those present and voting.
4.02.04
The Annual Membership Meeting shall include the Annual Report for the
past year, plans for the current year and the accomplishments to date,
an education element and time for member sharing.
4.03.00
Special Meetings of the Board.
4.03.01
Special meetings of the Board may be called by or at the request of the
President or any two Directors. The person or persons authorized to call
special meetings for the board may fix any place, either within or
without the State of Texas, as the place for holding any special meeting
of the Board.
4.04.00
Notice and Waiver.
4.04.01 Notice of any special meeting of the Board shall be given at least three days previous thereto by written notice delivered personally or sent by mail or electronic transmission to each Director to his/her most recently provided address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the U.S. mail in a sealed envelope so addressed, with postage thereon. If notice is given by electronic transmission, such notice shall be deemed to be delivered upon transmission.
4.04.02
Any Director may waive notice of any meeting. The attendance of a
Director at any meeting shall constitute a waiver of notice of such
meeting, unless a Director attends a meeting for the express purpose of
objecting to the transaction of any business.
4.04.03
Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board need be specified in the notice
or waiver of such notice of such meeting, unless specifically required
by law or by these bylaws.
4.05.00
Special Meetings of the Membership.
4.05.01
Special meetings of the membership may be called by a majority vote of
the Board of Directors or may be called by a petition signed by
thirty-five voting members. The President shall determine the time and
place of the meeting. Notice of a special meeting shall be given
electronically or by mail, not less than seven days before the meeting.
The person or persons authorized to call special meetings for the board
may fix any place, either within or without the State of Texas, as the
place for holding any special meeting of the membership.
4.05.01(a)
Those present at the special meeting shall constitute a quorum for the
transaction of business at any Special Meeting.
4.05.01(b)
A motion placed before the general membership shall be adopted by a
majority vote of those present and voting.
4.06.00 Quorum.
4.06.01
A majority of the Board of Directors qualified to vote shall constitute
a quorum for the transaction of business at any meeting of the Board.
4.07.00
Meetings by Teleconference.
4.07.01
Regularly scheduled or specially called meetings of the Board of
Directors and any committees or subcommittees of the Board of Directors
may be conducted with all or some members of the Board or committee
participating by teleconference call on a telephone equipped to provide
speaker phone participation by all members of the Board or committee or
subcommittee of the Board of Directors. Teleconference participation in
the business of the agency shall not dispense with the normal written
transactions of business conducted by such participation, and minutes
shall reflect members of the Board or committees participating by
teleconference.
4.07.02
Teleconference meeting may include telephone conference calls, internet
phone calls; internet instant messaging and also video teleconferencing
via internet where in all members have full access to all conversation
in real time or near real time participation.
4.08.00
Manner of Acting.
4.08.01
The act of a majority of the Directors present at a meeting at which a
quorum is present in person or by teleconference shall be the acts of
the Board of Directors, unless the acts of a greater number is required
by law or by these bylaws.
ARTICLE
5. OFFICERS
5.01.00
Election of Officers
5.01.01
There shall be four (4) Officers of the Board of Directors consisting of
a President, Vice President, Secretary and Treasurer.
5.01.02
Nominations for election of the Officers shall be made by the Nominating
Committee, or other committee appointed by the Board, and submitted to
the Board of Directors for vote.
5.01.03
Nominations shall take place immediately following the election of the
Board of
Directors, and shall be open for a duration set by the Nominating Committee.
5.01.04
Elections will be held on or before June 30 of each year in accordance
with election procedures established by the Board of Directors.
5.01.05
Officer Vacancy
5.01.05(a)
When a vacancy in the office of President exists, the Vice President
shall
become
the President and assume all duties and responsibilities of the office
of President.
5.01.05(b) When a vacancy for any office, other than President, occurs, including the office of Vice President when he/she assumes the office of the President, the vacancy will be filled by the Board of Directors following the procedures outlined below.
5.01.05(b)(i)
The Nominating Committee shall present to the Board of Directors, within
thirty (30) days notice of the vacancy, the nominee(s) for election.
5.01.05(b)(ii)
An election will be held at the next regular meeting or at a special
meeting of the Board of Directors.
5.01.05(b)(iii)
The candidate receiving a majority of the votes cast shall be declared
elected
to fill the remainder of the term of the vacancy.
5.01.06
The term of office for an elected officer shall be one year. An
individual may not be elected to more than two consecutive terms,
including the filling of a vacancy, in the same office, during
consecutive term(s) on the Board of Directors.
5.02.0
President
5.02.01
The President is the principal officer of the Corporation and is
directly responsible for implementing all policies and procedures
approved by the Board. The President is the principal executive officer.
The position shall function as follows:
5.02.02
The President is accountable to the Board for daily operations and
attends and chairs all Board of Directors' meetings and votes in cases
of a tie.
5.02.03
The President shall submit on a timely basis requested reports or
information as may in the Board’s opinion be necessary for the
accomplishment of their responsibilities under these bylaws, and to
enable said officers to review and evaluate established operating
procedures and policies.
5.02.04
The President is authorized, as agent, to enter into contracts for such
services as the Board shall have given prior approval. No person shall
be designated an operating officer or officer of the Corporation without
specific approval of the Board.
5.02.05
The President may convene a special meeting of the Executive Committee
or the Board of Directors upon seventy-two hours notice. Notice of
impending legal action or other matters of a serious nature shall be
presented to the Board of Directors by the President on a timely basis.
5.02.06
No provision herein assigning functions to the President shall limit the
scope or authority of any officer of the Board to fulfill their
functions as defined in Article 5 or
elsewhere in these bylaws, or as required by statute, whether stated or
not in these bylaws.
5.03.00
Vice President
5.03.01
The Vice President shall assist the President and shall assume the
duties of the President in his/her absence or in the event of a vacancy
in the office of President.
5.03.02
The Vice President shall Chair committees on special subjects as
designated by the Board of Directors.
5.03.03
The Vice President, in the President’s absence, shall have the
authority to countersign all checks and financial obligations of the
Corporation.
5.04.00
Secretary
5.04.01
The Secretary shall keep the copies of official records of the
Corporation; cause
Notices
of Membership, Board of Directors and Executive Committee to be
published;
cause Minutes of all Membership, Board, Executive Committee and other Committees to be recorded and filed.
5.04.02
The Secretary shall cause to be disseminated the minutes of all meetings
either through the U.S. Mail or
electronically by posting on the Corporation’s website.
5.04.03
The Secretary shall maintain an accurate roster of the Board of
Directors, with
necessary contact information, including physical addresses and
electronic addresses.
5.04.04
The Secretary shall file official records of the Corporation with the
Registered Agent at the official office of record. These will include
minutes of all meetings of record, financial reports, Boards of
Directors rosters and other official documents.
5.05.00
Treasurer
5.05.01
The Treasurer shall have responsibility for the custody and control of
all the funds of the Corporation.
5.05.02
The Treasurer shall maintain the financial records of the Corporation
and
present
financial statements to the Board of Directors for each meeting and upon
request, and to the membership in accordance with federal and state laws
and generally accepted accounting principles.
5.05.03
The Treasurer shall be authorized to countersign all checks.
5.05.04
The Treasurer shall chair or serve as a member of
the Budget Committee and prepare and
present an annual budget.
5.05.05
The Treasurer shall perform all acts incidental to the position of
Treasurer subject to the direction of the President and the Board of
Directors.
ARTICLE
6. COMMITTEES OF THE BOARD
6.01.00
Executive Committee.
6.01.01 The Executive Committee is a standing committee created by these bylaws and shall be comprised of the officers of the Board. The President is a member of and the Chair of the Executive Committee and votes without restriction.
6.01.02 Authority. During the intervals between the regular meetings of the Board of Directors, the Executive Committee shall possess and may exercise all the powers of the Board of Directors while the Board is not in session except the following authorities:
(i) which has been delegated to another committee in accordance with these Bylaws;
(ii)
to remove or elect any Director, ratify the removal or election of any
Director or to elect or remove any member of the Executive Committee or
any principal officer;
(iii)
to change the number or members of the Executive Committee;
(iv)
to amend or to suspend the Bylaws; (v) to alter or amend the Articles of
Incorporation; or
(vi)
to take any action which the Board of Directors may specifically reserve
to itself or as may be reserved in the Articles of Incorporation.
6.01.03
Executive Committee Meetings. The Executive Committee shall keep a
written record of its acts and proceedings and shall submit such records
to the Board of Directors at each regular meeting thereof (and at such
other times as requested by the Board of Directors). Failure to submit
such record or failure of the Board to approve any action indicated
therein shall not, however, invalidate such action to the extent that it
has been carried out by the corporation prior to the time the record of
such action was or should have been submitted to the Board of Directors
as herein provided.
6.01.04
Meetings of the Executive Committee may be by teleconference, in
accordance with the provisions of Article 4.07.00 of these Bylaws.
6.02.00
Other Committees.
6.02.01
Other committees not having and exercising the authority of the Board of
Directors in the management of the Corporation may be designated by a
resolution adopted by a majority of the Directors present at a meeting
at which a quorum is present.
6.02.02
The President shall appoint a Director to serve as Chair for any
committee created pursuant to these Bylaws. The chair may appoint
volunteers to serve as full voting members of the Board committees. Each
committee shall report directly to the Board of Directors. The President
shall be an ex-officio non-voting member of each said committee.
6.02.03
Terms of Office for each member of a committee shall continue as such
until the next annual meeting of the Board of Directors and until
his/her successor is appointed, unless the committee shall be sooner
terminated, or unless such member shall cease to qualify as a member
thereof.
6.02.04
Vacancies in the membership of any committee may be filled by
appointments made in the same manner as provided in the case of the
original appointments.
6.02.05
Quorum. Unless otherwise provided in the resolutions of the Board of
Directors designating a committee, a majority of the whole committee
shall constitute a quorum and the act of a majority of the members
present at a meeting at which a quorum is present shall be the act of
the committee.
6.02.06
Rules. Each committee may adopt rules for its own government not
inconsistent with these bylaws or with rules adopted by the Board of
Directors.
6.02.07
Authority. Each committee shall have the authority granted to it as the
Board of
Directors
may provide; except that other than the Executive Committee, no
committee may encumber the Corporation nor act for the Corporation.
ARTICLE
7. INDEMNIFICATION
7.01.00
The Corporation shall indemnify any member of the Board who was or is a
party, or is threatened to be made a party, to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, whether by or in the right of the
Corporation or any other party, by reason of the fact that he/she is or
was a member of the Board or an officer of the Board, or of any
committee of the Corporation against expenses (including attorney's
fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by or imposed on him/her in connection with such
action, suit or proceeding.
ARTICLE
8. ANNUAL REPORT
8.01.00
The Executive Committee of the Board of Directors shall oversee and
prepare an annual report to the Board of Directors, the membership and
the general public of the business of the Corporation.
8.01.01
The Annual Report shall include but not be limited to the annual
financial report, report of committees’ accomplishments, listing of
the Board of Directors, and status of the Corporation.
ARTICLE
9. CONTRACTS, DEPOSITS AND FUNDS
9.01.00
Contracts.
The
Board of Directors may authorize any officer or officers, agent or
agents of the Corporation, in addition to the officers so authorized by
these bylaws, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
9.02.00
Funds.
Checks,
drafts and transfers from the deposit account of the Corporation to
cover ongoing expenses of the Corporation shall be authorized by the
President.
9.03.00
Deposits.
All
funds of the Corporation shall be deposited in any number of
interest-bearing accounts that fall within FDIC-protected limits and
transferred in accordance with these bylaws and standard operating
procedures. All deposits shall be timely made.
9.04.00
Gifts. The Board of Directors may accept on behalf of the Corporation,
any contributions, gift, bequest or device for the general purpose or
for any special purpose of the Corporation.
ARTICLE
10. ACCOUNTS, MINUTES, ETC.
10.01.00
The Corporation shall keep complete and correct books and records of
accounts, and shall also keep minutes of the proceedings of its members,
Board of Directors and Committees having any of the authority of the
Board of Directors, and shall keep at the registered or principal office
a record of the names and addresses of the members entitled to vote. All
books and records of the Corporation may be inspected by any Director or
his/her agent or attorney for any proper purpose at any reasonable time.
ARTICLE
11. FISCAL YEAR
11.01.00
The fiscal year of the Corporation shall be the calendar year.
ARTICLE
12. SEAL
12.01.00
The Board of Directors shall provide a corporate seal, which shall be in
the form of a circle and shall have inscribed thereon the name of the
Organization for Understanding Cluster Headaches. The corporate seal may
be either embossed or produced by a computerized graphic. The corporate
seal depicts the words “Organization for Understanding Cluster
Headaches” in a circle around a star.
ARTICLE
13. MEMBERSHIP
13.01.00
Voting membership shall be open to any person associated with cluster
headaches that supports the objectives stated in Article 2.
13.02.00
Continuing membership is contingent upon being up-to-date on membership
dues and/or conduct befitting the conducive review of the public.
13.03.00
The Board of Directors shall have the authority to establish and define
non-voting categories of membership.
13.04.00
Life membership. Life membership shall be granted upon a majority vote
of the Board of Directors.
13.05.00
Membership Benefits
13.05.01
Voting members shall be entitled to website access, publications,
educational
information,
Annual Report of the Corporation and voting privileges.
13.05.02
All members may be entitled to other benefits the Board of Directors may
designate.
ARTICLE
14. AMENDMENTS TO THE BYLAWS
14.01.00
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by a two-third (2/3) vote of
the Board present in person or by teleconference at any regular meeting
or at any special meeting, if at least seven days written notice is
given of intention to alter, amend or repeal or to adopt new bylaws at
such meetings. Bylaws may be suspended only by a two-third (2/3) vote of
Directors at any regular or specially called meeting of the Board of
Directors.
ARTICLE
15. PARLIAMENTARY AUTHORITY
15.01.00
The rules contained in Robert's Rules of Order, as may be revised and
amended from time to time, shall govern all cases wherein they do not
conflict with the law, the charter, or these Bylaws. The President has
the authority to appoint a Parliamentarian as needed.
ARTICLE
16. PROXY
16.01.00
Proxy. Directors shall not be permitted to vote in elections by proxy.
ARTICLE
17. VOTING
17.01.00 Voting. At any meeting of the Directors, every Director present shall be entitled to one vote and, except as otherwise provided by law or by these Bylaws. The act of the majority present and voting at any meeting at which a quorum is present shall be the act of the Directors, except as otherwise provided by these Bylaws.
ARTICLE
18. PERSONAL LIABILITY
18.01.00
No Director shall be held personally liable for any debts of the
Corporation.
ARTICLE
19. LOANS
19.01.00
The Corporation shall not make any loan of money or property to, or
guarantee the obligation of, any Director, Officer, or Employee.
Provided, however, that the Corporation may advance money to a Director,
Officer, or Employee of the Corporation for expenses reasonably
anticipated to be incurred in the performance of their duties so long as
such individual would be entitled to be reimbursed for such expense
absent that advance.
ARTICLE
20. REGIONAL ENTITIES
20.01.00
Upon a majority vote of the Board of Directors, written agreements may
be entered into with regional entities established for the purposes
consistent with the Organization for Understanding Cluster Headaches.
20.02.00 There will be no legal relationship between the Organization for Understanding Cluster Headaches (“Corporation”) and any regional entity.
ARTICLE
21. DISCRIMINATION
21.01.00
The Corporation and its agents shall not discriminate in the securing or
offering of services against persons or organizations due to race,
creed, national origin, gender, color, religious affiliation, sexual or
affectional orientation, or persons with disabilities.
ARTICLE
22. DISSOLUTION
22.01.00
In the event that the Corporation is dissolved or for any reason ceases
to operate, the assets of the Corporation, if any, are to be transferred
to the State of Texas or to an educational, religious, charitable, or
other similar organization that is qualified for exemption under
Internal Revenue Code § 501(c)(3), as amended, or any successor
statute. The entity to receive any such funds shall be decided by a
majority vote of the Board of Directors.
I,
the undersigned, being the Secretary of the Organization for
Understanding Cluster Headaches, hereby certify that the foregoing are
the Bylaws of the said Corporation as accepted and approved by the Board
of Directors, revised and effective this 31st day of August 2008.
Secretary, Board of Directors
DISCLAIMER: The information provided on this web site is for educational and informational purposes only. It should not be used as a substitute for seeking professional care or for the diagnosis and treatment of any medical disorder. O.U.C.H. makes no claims as to the scientific/clinical validity of the information on this site OR to that of the information linked to from this site. All information taken from the internet should be discussed with a medical professional!
