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ARTICLE I: Name
The name of this organization is Esophageal Cancer Awareness Association, Inc., also known as ECAA.
ARTICLE II: Form of Organization
The organization is a not-for-profit corporation organized under the Not-For-Profit Corporation Laws of the State of New York, the certificate of incorporation having been filed on June 26, 2002. The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any Director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3), Internal Revenue Code.
ARTICLE III: Mission Statement
The mission of the Esophageal Cancer Awareness Association, Inc -- founded by patients, survivors and caregivers -- is to promote quality of life for those affected by this disease.
ARTICLE IV: Membership
Section One: Eligibility - Membership is open to all who support the purposes and will abide by the bylaws. The organization has an annual membership fee of $25.00 per person. Membership shall not be contingent upon one's status as a patient, survivor, or caregiver of esophageal cancer (EC), but every effort will be made to encourage membership from these groups. Fees and terms of membership may be adjusted from time to time as determined by a two-thirds majority of the Board of Directors.
Section Two: Member Benefits - A list of members shall be maintained by the organization and shall be used to notify members about the Annual Meeting and other events. Members and others may receive the advantages of a web page and/or a newsletter, which may be published and distributed at such times and in such forms as determined by the Board. The Board may establish other benefits for members only, as appropriate.
Section Three: Membership Categories - All dues-paying individuals are voting members of the organization. Honorary Directors shall be non-voting members. The Board of Directors may create additional voting or non-voting categories of members for purposes as supported by a two-thirds majority of the Board of Directors present.
ARTICLE V: Meetings
Section One: Annual Meeting - An Annual Meeting of the membership shall be held by the last day of July each year, at a time and place or places to be decided by the Board of Directors. The membership shall be notified in writing by mail delivered personally at least thirty (30) days, and not more than sixty (60) days, in advance of the meeting.
Section Two: Locations of Meetings - The world-wide scope of ECAA’s interests and involvement oblige maximum participation and enhanced communication. The Annual Meeting and regular meetings of the members and of its committees may be held in a geographically central location, telephonically or by video conferencing or other such techniques which may include a mixed format of those physically present and members electronically present in real time. Venues for meetings will provide opportunities for participation by members regardless of residency, nationality and/or physical capacity as well as encourage participation of physicians, researchers and other invitees including media representatives.
Section Three: Quorum – A quorum of the membership is required to transact any business at the Annual Meeting and shall consist of one-tenth of the dues paying voting members or one hundred (100) members entitled to vote, which ever is less.
ARTICLE VI: Board of Directors
Section One: Number and Quorum - The number of Directors shall not be less than eight (8) or more than twelve (12). If the Board numbers eight or nine members, a quorum is five (5). If the Board numbers ten or eleven Board members, a quorum is six (6). If the Board numbers twelve members, a quorum is seven (7). A quorum must be physically or telephonically present when a vote is taken for that vote to be official and binding. Proxy votes are not allowed. A majority vote shall decide all questions except as indicated within these bylaws. At the discretion of the Executive Committee, all Board members may be polled in order to clarify or decide an issue in the absence of a regular Board meeting, and the result shall have the same force as actions taken at the meeting, providing the results are unanimous.
Section Two: Composition - The Board of Directors will be composed of no less that a fifty one (51) percent representation of esophageal cancer patients or caregivers of esophageal cancer patients and survivors.
Section Three: Selection – Founding Directors shall be selected by appointment of the President, who shall be selected by consensus at the first legal and official meeting after incorporation. Subsequent Directors shall be nominated from among the voting members of ECAA at least twenty one (21) years of age. The voting membership will elect the requisite number of Directors from the list of nominees offered by the Nominations Committee.
Section Four: Length of Terms - Directors serve a three (3) year term with terms normally beginning on the day of incorporation and subsequently ending on the last day of July or the Annual Meeting, which ever comes first. The Founding Directors, divided into three approximately equal groups, shall serve terms of one, two or three years determined by blind lottery at the time of initial appointment. The same procedure will be followed for the elected Directors. Each subsequent year a new group will be elected to full three-year terms, thereby insuring staggered continuity of the organization. After serving one term, a Director may be nominated for re-election for one additional term. The Nominating Committee is charged with determining whether a Director wishes to serve a second term and whether a second term is also in the best interests of ECAA. After serving two (2) full consecutive terms, a Director must rotate off the Board for at least one (1) year. After that one-year hiatus, a former Director is again eligible to be nominated for election to the Board.
Section Five: Attendance - Any Director with three (3) consecutive unexcused absences from Board of Directors’ meetings may be removed and replaced on the Board at the discretion of a majority of Board members.
Section Six: Leave of Absence - A Director may request a leave of absence of up to ninety (90) days because of illness or other reason. If granted, the Director is not obligated to attend Board meetings or other Board functions, but is encouraged to attend whenever possible. Time on leave counts as part of the Director's term.
Section Seven: Vacancies - Any vacancy on the Board shall be referred to the Nominating Committee for a recommendation to be brought before the entire Board. The Board will vote for candidates to fill any such vacancy; however, all Board seats need not be immediately filled, at the discretion of two-thirds of the Directors of the Board. The successor shall hold that seat for the remainder of the term of the person being replaced and will be eligible for one (1) additional term.
Section Eight: Meetings -The Board of Directors shall meet at least twice a year including the Annual Meeting. Special meetings may be called at any time by the President of the Board of Directors or on written petition of four Directors and appropriate notification, which may be in writing or electronically. The planned schedule and location of Board meetings should be announced at the Annual Meeting.
Section Nine: Responsibilities and Powers - The Board of Directors shall manage the affairs of the Esophageal Cancer Awareness Association, Inc. Specific responsibilities and powers shall include (but not be limited to) the following:
1.) Development, control, and approval of finances, including the preparation of a budget to be submitted for members’ approval at the Annual Meeting.
2.) An Annual Report prepared by the President and Treasurer detailing the ECAA’s activities and financial status, including all assets and liabilities, sources of income, and justified expenditures, which have been reviewed internally by the Budget and Finance Committee, approved by the Board of Directors, and presented to the membership at the Annual Meeting.
3.) Establishment of policies in areas of communication, education, service, and such other areas of activity specified by the Board of Directors.
4.) Oversight and direction of activities of staff and members.
5.) Hiring, remuneration, annual evaluation, and, if required, termination of the Executive Director and such other employees as specified by the Board at the time of authorization of position(s) and as reviewed by the Personnel Committee.
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