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BYLAWS |
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ARTICLE VI BOARD OF DIRECTORS Section 1. General Powers The affairs of the Society shall be managed by its Board of Directors who shall be responsible for establishing the policies and procedures governing the Society. Section 2. Composition The Board of Directors shall consist of the elected and appointed officers. Section 3. Election Officers shall be elected by mail vote of the members as provided in these Bylaws. The votes cast by mail will be counted and the person receiving the most votes shall be declared elected. Section 4. Tenure Members of the Board of Directors shall hold office for a term of one year or until death, resignation, or removal. Section 5. Qualifications Society Case Manager Members, preferably Case Managers, who have met nomination criteria and who are members in good standing shall be eligible for nomination and election as a director of the Society. Section 6. Annual Meeting An annual meeting of the Board of Directors shall be held without notice other than these Bylaws at the same place as the annual meeting of members. Section 7. Other Meetings The Board of Directors may provide by resolution the time and place for holding of additional meetings of the Board without notice other than such resolution. Section 8. Notice The notice or waiver of notice of any meeting of the board need not specify the business to be transacted at, nor the purpose of, such meeting unless specifically required by law or these Bylaws. Section 9. Quorum At all meetings of the Board of Directors a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. If less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice. Section 10. Manner of Action The act of a majority of the directors present at a meeting where a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by the articles of incorporation or these Bylaws. Section 11. Meeting Attendance by Telephone, Voting by Telephone Call or Electronic mail or Any Other Means of Electronic or Telephonic Transmission (including Facsimile Transmission). Directors may participate in any meeting through the use of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting or voting shall constitute presence in person at the meeting. Section 12. Vacancies Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of directors shall be appointed by the President and ratified by the Board of Directors. A director elected or appointed shall serve for the unexpired term of his/her predecessor, or until his/her successor is duly elected and qualified or until his/her death, resignation or removal. Section 13. Compensation
Directors shall not receive any compensation for their services as directors
but by resolution of the Board of Directors, Directors may be reimbursed for
expenses. Section 14. Removal A director may be removed by the affirmative vote of two-thirds of the members entitled to vote on removal of directors, at a meeting at which a quorum is present, provided written notice of the meeting is delivered to all such members stating that the purpose of the meeting is to vote on removal of the named director(s).
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Article VII
Committees & ARTICLE VII COMMITTEES
Section 1. Creation of Committees The Board of
Directors may, by resolution adopted by a majority of the directors in
office, designate such standing or special committees as it deems
appropriate. Each committee chair shall be appointed by the President and
approved by the Board of Directors. Committee members shall be selected as
needed. Section 3. Manner of Acting Unless the act of a greater number is required in the resolution designating a committee, the act of a majority of the members present at a meeting which a quorum is present shall be the act of the committee. Section 4. Meetings Unless otherwise provided in the resolution designating a committee, such committee may fix the time and place of its meetings, specify what notice of meetings, if any, shall be given, and fix its rules of procedure consistent with these Bylaws or with rules adopted by the Board of Directors. Section 5. Action Without Meeting A committee may take any action which it could take at a meeting without a meeting if written notice of the proposed action is given to all committee members setting forth the action to be taken, and is signed and returned by not less than a majority of all the committee members. Such written voting records shall be filed with the records of the society. Alternatively, committee members may take any action based on voting by mail or by telephone call or electronic mail or any other means of electronic transmission (including facsimile transmission) as provided in these Bylaws. Section 6. Meeting Attendance by Telephone, voting by Mail or Telephone Call or Electronic Mail or Any Other Means of Electronic or Telephonic Transmission (Including Facsimile Transmission) Members of a committee may participate in any meeting through the use of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting or voting shall constitute presence in person at the meeting. Voting by mail or telephone call or electronic mail or any other means of electronic or telephonic transmission (including facsimile transmission) is permissible in the same manner as for members under these Bylaws ARTICLE VIII NOMINATING COMMITTEE
Section 1. Nominations The Board of Directors shall
appoint a nominating committee of five (5) members, three (3) of whom will
be from the general membership, whose function shall be to solicit and
screen potential candidates for officer and director positions in the next
fiscal year. The nominating committee shall give due considerations to
candidates experience, qualifications and geographical representation.
Contested elections shall be preferred but not required. The nominating
committee shall carry out its activities pursuant to policies and procedures
approved by the Board of Directors and published to the membership. The
nominating committees slate of candidates shall be submitted to the
membership for election in accordance with procedures approved by the Board
of Directors for mail ballots as provided under these Bylaws.
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Article IX ( General Provisions) ARTICLE IX GENERAL PROVISIONS
Section 1. Contracts The Board of Directors may authorize any officer to Section 2. Checks, Drafts, Etc. All funds of the Society shall be deposited from time to time to the credit of the society in such banks, trust companies, or other depositories as the Board of Directors may select. All checks, drafts or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Society shall be signed by such officer of the Society and in such manner as shall, from time to time, be determined by resolution of the Board of Directors. Section 3. Fiscal Year The fiscal year of the Society shall be January 1 to December 31. The fiscal year of the Society shall be determined by the Board of Directors. Section 4. Delivery of Notice Any notice required to be given by statute, the Articles of Incorporation or these Bylaws, shall be deemed to be delivered according to the following rules: upon personal delivery; if by mail, when deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid; if by facsimile, when the facsimile is sent via the facsimile number shown for the member/director on the records of the Society; and if by overnight mail, when deposited with the shipping company in a sealed envelope, properly addressed, with shipping charges prepaid or billed to senders account. Section 5. Waiver of Notice A written waiver of any notice required to be given by statute, the Articles of Incorporation or these Bylaws, 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. Presence without objection also waives notice, and attendance at a meeting shall constitute a waiver of notice at such meeting, except where a person attends a meeting for the express purpose of objecting to the holding of the meeting because proper notice was not given. Further, members who vote at a meeting of members by mail, telephone call, telegram, cablegram, electronic mail, or any other means of electronic mail or telephonic transmission shall be deemed present in person for purposes of establishing a quorum at such meeting.
Section 6. Use of Funds and Dissolution The Society shall use its funds
only to accomplish the objectives and purposes specified in its Articles of
Incorporation, and no part of its funds shall inure or be distributed to the
members of the Society. Upon dissolution of the Society, any funds remaining Section 7. Bonding The Board of Directors may require any officer, director, employee, or agent of the Society, to furnish at the expense of the society, a fidelity bond, in such a sum as the Board shall prescribe. ARTICLE X - PROCEDURE Procedure All meetings of the Society shall be governed by parliamentary law as set forth in the most recent edition of Roberts Rules of Order, Newly Revised when not inconsistent with law or these Bylaws. ARTICLE XI - AMENDMENTS
Section 1. Amendments to Bylaws - The Board of Directors may initiate and
recommend Bylaws changes, but the power to amend the Bylaws shall be vested
in the voting members of the Society. Such action may be taken at a regular
or special meeting for which written notice of the purpose shall be given,
or by written mail ballot. Any changes in the Bylaws must be approved by a
two-thirds (2/3) vote of eligible members of the Society. The Bylaws may
contain any provisions for the regulation and management of the society not
inconsistent with the law or the Articles of Incorporation. |
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12/19/2006
