Posted by Bob P (129.65.46.87) on August 06, 1999 at 13:37:28:
In Reply to: Misconceptions posted by petem on August 06, 1999 at 12:56:05:
Seems to come up quite often so here is a "PRELIMINARY" copy of the OUCH bylaws, hope you don't mind Barb:
Dear Gang,
Well, I've been working on these things - and here's the revisions. Note the bold stuff. Need help and feedback. There was a question about "What do the members get to vote on." Officers and Directors, budget approval, Bylaws changes. It could get real confusing if the BOD doesn't have authority to make decisions. Since most of this is going to be done on the internet, maybe we can put votes on the board, assign membership numbers ---- think about it. Yes, the members need to vote of things, but the BOD needs authority to do what needs to be done. You get a lot more done with a small group than with a large one. (Usually).
Also, nothing to do with Bylaws, but we need to figure out how we are going to sign up members. Do we do it on the board, by mail or what? I know, I know, I'm being picky picky, about this stuff, but it's something that WILL come up at some time, so we need to sew up the loopholes now. Hope to hear from all of you guys real soon with HELP.
Happy reading. Hugs BD
BYLAWS
ORGANIZATION FOR UNDERSTANDING CLUSTER HEADACHES
A NOT-FOR-PROFIT CORPORATION ORGANIZED
UNDER THE LAWS OF THE STATE OF TEXAS
ARTICLE 1 -NAME
The name of this corporation shall be the "Organization for Understanding Cluster Headaches" (hereinafter referred to as "the Association").
ARTICLE II - OBJECTIVE
The objects of this association shall be:
To establish an organization dedicated to the understanding of Cluster Headaches;
To uniting Cluster Headache sufferers, their families, the medical community, researchers, drug companies and insurance companies in a common interest in finding a cause and treatment for Cluster Headaches;
To providing services to members in physician referrals, literature on Cluster Headaches, headache counseling and financial counseling;
To provide members an awareness of changes in legislation as it relates to Cluster Headaches;
To promote education to those now suffering from Cluster Headaches;
To promote education to those physicians now treating patients with Cluster Headaches;
To provide the public with an awareness of the nature of Cluster Headaches;
To solicit and receive funds for the accomplishment of such goals;
To do any other act or thing incidental to or connected with the foregoing purpose or in advancement thereof, but not for the pecuniary profit or financial gain of its Directors or Officers.
ARTICLE III - POLICY
The Association shall be self-governing, non-profit, non-partisan and non-sectarian. It will have no authority to issue stock or to declare dividends.
ARTICLE IV - MEMBERSHIP
Section 1: Membership of the Association shall consist of:
(a) Active Members: Any person who suffers from Cluster Headaches (whether episodic or chronic), or has an interest in Cluster Headaches shall be eligible for membership in the Association. Active Members shall be entitled to all benefits and privileges of membership.
(b) Life Members: Each person who is a Past President, makes a thousand ($1000.00) donation or more to the association or who receives a unanimous vote by the Board of Directors shall be a member for life. Life members shall be entitled to all privileges afforded Active Members. Life members shall be exempt from payment of convention registration fees.
(c) Corporate Members: Corporate Membership shall be available to any company or organization supporting the objects of this Association. Corporate Members shall be afforded all the privileges of Active Membership and shall be entitled to one vote in Association matters.
(d) Honorary Members: Persons who have achieved distinction through some notable service to the Association shall be eligible for honorary membership in the Association. Candidates' names shall be submitted to the Board of Directors, which may confer honorary membership upon a three-fourths (3/4) ballot vote.. They shall not be eligible to vote or hold office and shall have no interest in the property or funds of the Association. They shall be entitled to attend Annual Convention.
ARTICLE V - DUES
Section 1: No Active Member of the Association shall be assessed annual dues. Active Members are asked to make donations in any amount they wish. No person shall be turned down for membership in the Association because he/she does not make a donation. Donations are strictly voluntary.
NOTE: This may need different wording. It really doesn't sound right the way it is.
ARTICLE VI - AFFILIATES
The Association may grant Affiliate (or Chapter) status to any Regional Cluster Headache Group upon application. Each Affiliate shall adopt the Standard Bylaws of the Association and shall abide by the Articles of Incorporation of the Association and all provisions of the Bylaws and Policies of the Association, as are consistent with all applicable laws and other government regulations.
**NOTE - This needs some more work - about filing 990s with the IRS, etc. Gotta think about it.
Also, we might consider taking Board of Directors from these chapters (each one electing one director)
ARTICLE VII - OFFICERS
Section 1: Officers: The Officers of the association shall be a President, a President-Elect, a Vice-President, a Recording Secretary, a Corresponding Secretary and a Treasurer.
Section 2: Duties of Officers: The duties of the Officers shall be such as implied by their respective titles, and such as are specified by these Bylaws:
(a) President. The President shall:
1. Call and preside at all meetings of the Board of Directors and Annual Convention.
2. Appoint all Committee Chairmen and Committee members with the exception of the Nominating Committee, and shall employ such professional services, as he/she deems necessary to the proper performance of the Association's duties and the achievement of its objectives within budget limits.
3. Be one of the persons authorized to countersign all checks and, in cooperation with the Convention Committee, each year develop a Convention Budget; and
4. Perform such other duties as may be prescribed in these Bylaws, or requested by the Board of Directors.
(b) President Elect: The President Elect shall act as an aide to the President and shall act as Chairman of any committee to which he/she may be assigned by the President. He/she shall attend all Board of Directors meetings and shall have one vote on the Board.
© Vice-President: The Vice-President shall act as an aide to the President and shall assume the duties of the President in his/her absence or in the event of a vacancy in the office. He/she shall act as Chairman of any committee to which he/she may be assigned by the President, and shall attend meetings of the Budget Committee.
(d) Recording Secretary: The Recording Secretary shall:
1. Keep accurate records of all Association affairs, including minutes of the meetings of the Board of Directors and of the Annual Convention unless otherwise provided by the Board of Directors.
2. Keep all records and minutes organized in such a way as to be available to the Board of Directors or the General membership upon request.
(e) Corresponding Secretary: The Corresponding Secretary shall:
1. Send all notices to members as necessary
2. Prepare an Official call to Annual Convention
3. Keep accurate records of all correspondence of the Association.
4. Keep accurate roster of members addresses and dues payments and dates
5. Be one of the three persons authorized to countersign checks of the Association
6. Be liaison to the Convention Committee.
(f) Treasurer: The Treasurer shall be chief financial officer of the Association and shall:
1. Maintain all accounting and financial records of the Association and present all financial statements required, in accordance with generally accepted accounting principals.
2. Pay all bills promptly as approved by the President and be on of the three persons authorized to countersign checks.
3. Keep accurate records in such a way as to be available to the Board of Directors or the General Membership upon request.
4. File all applicable forms with the Internal Revenue Service
5. Bring to the attention of the Board of Directors any affiliate not complying with IRS regulations by not filing applicable tax forms.
(f) Other Appointees: The Board of Directors is hereby authorized to appoint additional persons to assist the above-named Officers in the proper execution of their assigned duties.
Section 3: Nomination and Election of Officers:
(a) Qualifications of Officers: Any person who shall hold an office in the Association shall be an Active or Life Member in good standing.
(b) Nominating Committee: The Nominating Committee shall be responsible for submitting the names of nominees to the General Membership and for considering all recommendations as it receives in connection therewith. It shall be composed of one member of the current Board of Directors and four members from the General Membership. At the General Meeting at Annual Convention, a Chairman and three members from the General Membership shall be elected. The Board member shall be elected at the Board meeting prior to Annual Convention.
© Nominations of Candidates: Nomination of candidates for the office shall be made in writing to the Nominating Committee in accordance with procedures adopted by the Board of Directors for such purpose. HOWEVER, no candidate shall be nominated without prior verification that he/she has given consent to serve, and meets all criteria for office.
(d) Election of Officers: The President, President Elect, Vice-President, Recording Secretary, Corresponding Secretary, and Treasurer shall be elected at the Annual Convention and shall take office at the on the first day of the month following the commencement of Annual Convention.
(e) Terms of Office and Vacancies: Each Director shall serve for a term of two years and may be re-elected at the end of this term. Officers will serve a term of one year and may be re-elected at the end of this term. No Officer or Director will serve more than two consecutive terms. In the event of a vacancy in the office of President, the Vice-President shall complete the unexpired term. By a majority vote, the Board of Directors shall fill a vacancy in any other office.
ARTICLE VIII - BOARD OF DIRECTORS
Section 1: The Board of Directors shall:
(a) Transact the business of the Association and exercise general supervision over the affairs of the Association.
(b) Approve the Budget, appropriate funds necessary to meet the expenses of the Association and designate depository institutions into which funds shall be deposited. The Board shall authorize waiver, or payment of the cost of any bond required by anyone holding Association funds or property.
(c) Investigate all grievances and complaints of irregularities presented to it, and serve as a body to which members may appeal.
(d) Report to General Membership meetings business transacted by it.
(e) Recommend resolutions and proposed amendments to these Bylaws or Standing Rules of the Association.
(f) Take all and further actions as may be necessary to the proper functioning of the Association, which are consistent with these Bylaws.
Section 2: Meetings of the Board of Directors:
(a) The President shall hold regular meetings of the Board of Directors on a Semi-Annual basis on a day designated. These meetings shall be via electronic media, designation named by the President.
(b) Notice of meetings shall be transmitted via electronic media twenty (20) days prior to each meeting.
(c) Special meetings of the Board of Directors may be called by the President and may be called upon request by one-fourth (1/4) of the members of the Board. The notice of a special meeting shall be issued by the Corresponding Secretary and transmitted via electronic media at least ten (10) days prior to the meeting, stating the item or items of business to be transacted. The Notice shall be transmitted via electronic media to the last known address of each Board member. No business other than that stated in the notice may be transacted at a Special Meeting.
(d) Emergency meetings may be called upon one day's notice. These meetings may be held via conference call, electronic media, fax or other means deemed appropriate. The Corresponding Secretary will use all diligence to contact all Board members, but business may be transacted in an emergency by one fourth (1/4) of Board members available and voting.
Section 3: No less than one-half (1/2) of the Board of Directors shall constitute a quorum.
Section 4: Removal: An Officer or Board member may be removed from office upon a three-fourths ((3/4) vote of the remaining Board of Directors, if the Board determines that this action is in the best interest of the Association. HOWEVER, an Officer or Board Member may be removed from office is written request is made to the Board by a majority of the General Membership. A vacancy created by removal shall be filled in accordance to the procedures established therefor elsewhere in these Bylaws.
Any Board member missing three consecutive meetings without cause shall be removed form the Board of Directors and a new Director elected by the remaining members of the Board of Directors.
ARTICLE IX - ANNUAL CONVENTION
Section 1: The Annual convention of the Association shall be held in each calendar year. The actual date of Annual Convention and shall be set by the Convention Committee and approved by the Board of Directors.
Section 2: Location: The geographic location for the Annual Convention shall be determined by the Convention Committee and approved by the Board of Directors.
Section 3: Cost of Annual Convention: The Annual Convention shall be financed by donations and registration fees paid by all persons attending Annual Convention. These costs shall be approved by the Board of Directors and may be changed when deemed necessary. A detailed expense report may be furnished upon written request to the Treasurer.
ARTICLE X - COMMITTEES
Section 1: The President may authorize the creation of such committees as he/she may deem necessary for the better execution of his/her duties and objectives of the Association.
Section 2: Standing Committees:
(a) Budget Committee: The Budget Committee shall be composed of a Chairman, the Treasurer, the President and one member of the General membership and shall prepare and present the Association's annual budget with source, amount and purpose of expenditures, and source and amount of revenues itemized. A copy of the proposed Budget shall be available to all members at least sixty (60) days prior to its adoption by the Board of Directors. The adopted Budget shall be available to all members within thirty (30) days after its adoption by the Board of Directors.
(b) Bylaws Committee: The Bylaws Committee shall be responsible for preparation and presentation of all amendments to the Bylaws and shall review for compliance the Standing Rules. It shall be composed of a Chairman and as many other members as the President deems necessary.
© Membership Committee: The Membership Committee shall be responsible for devising ways to increase and maintain membership in the Association. It shall consist of a Chairman and at least one (1) member of each Regional Chapter to be appointed by the President.
(d) Annual Convention Committee: The Annual Convention Committee shall be responsible for planning, financing and organizing the Annual Convention. The President shall appoint a chairman from the General Membership or Board of Directors and as many members as may be required. This committee shall work in conjunction with the Board of Directors and report plans for approval.
(e) Long Range Planning Committee: The Long Range Planning Committee shall be responsible for exploring and considering plans for the future growth of the Association and service to its members. It shall transmit to the Board of Directors for its approval, guidelines as developed by this committee.
(f) Legislative Committee: The Legislative committee shall be responsible for making members aware of any pending legislation concerning this Association. THIS PROBABLY NEEDS MORE WORK ON IT.
(g) Media Committee: The Media committee shall be responsible for all dealings with the media and for getting information to the media concerning the association. This committee shall have approval from the Board of Directors for any information concerning the Association given to the media.
NOTE: We need someone who can deal with the media when we start having things to send out. HELP!!!
NOTE: Can anyone think of any other committee we need as a standing one. (I thought about our OUTREACH program.) Let me know something on this.
Section 3: The President shall be ex-officio member of all committees except the Nominating Committee. No member shall be eligible to serve as Chairman of a Standing Committee unless he/she is a member in good standing.
ARTICLE XI - INDEMITY
The Board of Directors shall have authority to indemnify any Director or Officer of the Association for expenses and costs (including attorney's fees) actually and necessarily incurred by his/her connection with any claim asserted against him/her, by action in court or otherwise, by reason of his/her being or having been such Director or Officer, except in relations to matters as to which he/she shall have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
ARTICLE XII - EXECUTIVE OFFICE
Section 1: The permanent headquarters and Executive Office of the Association shall be located at ___________________________. NOTE: We have to have a permanent address to be legal. If you guys want to we can use my office address (we do everything else there anyhow.) We have employees who, when they're sitting around scratching their rears can work on OUCH stuff. I'm paying them anyhow, might as well get some "work" from them.
Section 2: The business of Headquarters shall be under the direction of the Board of Directors.
Section 3: The Executive office shall maintain, at all times, at the Headquarters, a record of the names and addresses of all members and their standing in the Association.
Section 4: Funds shall be allocated in the annual budget for all reasonable and necessary expenses of maintaining the executive office.
NOTE: This is for later, but thought we'd better cover it on the front.
ARTICLE XIII - PARLIAMENTARY AUTHORITY
The rules of parliamentary practice comprised in Roberts Rules of Order Newly Revised, latest edition, shall govern all proceedings of the Association and of the Board of Directors, except where inconsistent with these Bylaws, and shall be subject to any special rules which have been or may be adopted by the Association.
ARTICLE XIV - AMENDMENTS
Unless there is a compelling emergency in the opinion of the Board of Directors, these Bylaws may be amended Bi-Annually at the Board of Directors Meeting by a two-thirds (2/3) majority vote of the Board of Directors. PROVIDED, that this Article XIV may also be amended by the Board of directors by a two-thirds (2/3) vote of those present and voting thereon, PROVIDED FURTHER, that no amendment may be enacted unless notice of the said proposed amendment has been mailed to each member of the Board of Directors at least thirty (30) days in advance of the vote thereon. All amendments authorized shall become effective immediately unless the amendment contains a specific date therefor.
NOTE: This might be changed to let the membership vote on changing any bylaws instead of the BOD.
ARTICLE XV - PERPETUTITY OF THE ASSOCIATION
****NOTE: This article is very important. What happens to the assets of the Association should it cease to exist (not likely, but we have to include it for tax reasons). This is one we all need to think about. Maybe put it on the board for discussion. (or maybe not)
NO ONE HAS GIVEN ANY FEEDBACK ON THIS ONE. THIS IS VERY IMPORTANT -
ARTICLE XVI - FISCAL YEAR
The fiscal year of the Association shall be January 1 through December 31.
ARTICLE XVII - STANDING RULES
STANDING RULE #1:
English shall be the official language of the Association.
NOTE: There was a question about this one. We all speak English on the board. This doesn't mean that someone can't translate into different languages. We just have to have an "official" language. This is just legal hogwash.
STANDING RULE #2:
The Association shall publish an official publication devoted to the interest and activities of the Association and its members. This publication shall be sent to each member of the Association and shall be published a minimum of four (4) times annually.
STANDING RULE #3:
The name of the Association may not be employed for the individual gain or profit or put to any commercial use by any individual.
NOTE: This simply means that none of us can use OUCH for personal reasons, but we can all use it where we need to for the association.
STANDING RULE #4:
The Board of Directors may add, amend or delete any Standing Rule by a two-thirds (2/3) majority vote by those present and voting.
STANDING RULE #5:
No member of the association shall be compensated for his/her time, but may be reimbursed for actual expenses incurred in performing duties deemed necessary by the Board of Directors, including, but not limited to, long distance phone calls, postage, shipping and printing. All expenses must have prior approval of the Board of Directors. No member shall be reimbursed for expenses without presenting receipts to the Treasurer.
NOTE: This needs to be here for those who turn in for reimbursements. Some will need it - others won't bother. We also need a list of "approved" expenses for the BOD to vote on, so it doesn't have to approve each thing each time.
Revised June 8, 1999