BYLAWS OF ORGANIZATION FOR
UNDERSTANDING CLUSTER HEADACHES
(Revised
& Approved 12/17/06)
(Revised
& Approved 8/19/07)
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 Organization 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 Organization shall be self-governing, non-profit, non-partisan, and
non-sectarian.
2.03.00 Stock
The Organization 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.
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 August 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 September 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 October 30 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 a two-year
term each. Directors may serve no more than two consecutive terms.
3.03.02 For a Director who is elected to fill a vacancy pursuant to
Article 3.04.03, 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 Organization, acts or conduct
that do not serve to further the objectives of the Organization, acts of
impropriety involving the Organization, 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 may
be received from the present Directors. 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 be for the remainder of term created by the vacancy.
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 guidance, and ongoing governance of the agency, and
empower its President with the authority to carry out that responsibility.
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.
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 at his/her address
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.
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 sub-committee 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 confirmation.
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 Board of
Directors.
5.01.04 Elections will be held on or before November 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 President, within thirty (30) days of notice of a
vacancy, shall receive nomination from the present Board of Directors
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
function(s) as defined in Article V 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
Organization.
5.04.00 Secretary
5.04.01 The Secretary shall keep records of the Board of Directors
actions, including notices of Annual Meetings of the Membership and Board of
Director Meetings, Minutes of Annual Meeting of the Membership and Meetings of
the Board of Directors.
5.04.02 The Secretary shall cause to be disseminated the minutes of all
minutes either through the U.S. Mail or electronically by posting on the
Organization’s website.
5.04.03 The Secretary shall maintain an accurate roster of the membership
with necessary contact information, including physical addresses and electronic
addresses.
5.05.00 Treasurer
5.05.01 The Treasurer shall have responsibility for the custody and
control of all the funds of the Organization.
5.05.02 The Treasurer shall maintain the financial records of the
Organization 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 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 control 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 in cases of a tie.
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 authority: (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 Organization nor act for the Organization.
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 Organization.
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 Organization 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) majority 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 at any meeting at which a quorum is present shall be the
act of the Directors.
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 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 (“Organization”) 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 17th day of December 2006.
Secretary, Board of Directors