ARTICLE I
MEMBERS
1.1 Members of the Corporation shall be organizations that support the national effort to increase organ, eye and tissue donation and which meet other membership criteria established by the Board of Directors from time to time. Member organizations may include alliances of multiple independent organizations that conduct public education activities related to increasing organ, eye and tissue donation.
1.2 A majority vote of the Directors, in person or by proxy, is required to admit new Members that have applied for membership.
1.3 A Member may resign at any time by tendering written notice to the President or the Chair of the Board of Directors. The Board of Directors shall from time to time establish dues and other membership requirements for Members and failure to conform to such membership requirements shall be cause for probation, suspension, or termination of membership upon a two-thirds vote of the Board of Directors.
1.4 Special meetings of the Members may be called at any time by the Chair of the Board of Directors, or by a majority of the Board of Directors, or by written application of a majority of the Members stating the time, place and purpose of the meeting.
1.5 Upon being admitted to Membership in the Corporation, each Member shall indicate its acceptance by appointing a representative with authority to vote and act for the Member in all affairs of the Corporation, and to whom all notices may be sent. Each member shall also indicate an alternate representative who shall have such authority if the representative is unable to vote or act. Members shall notify the Corporation in writing of the name and address of its representative and of its alternate representative.
1.6 Notice of any regular or special meeting of the Members shall state the date, time, and place of the meeting and the purpose for which the meeting is called, and shall be communicated to each Member not less than 30 nor more than 60 days prior to the date of the meeting.
1.7 A written waiver of notice signed at any time by a Member shall be the equivalent of any notice required herein. A Member who attends a meeting shall be deemed to have had timely and proper notice of the meeting unless the Member attends for the express purpose of objecting that the meeting is not lawfully called or convened.
1.8 A majority of the Members, represented in person or by proxy, shall constitute a quorum for the transaction of business at any meeting of the Members. A vote of a majority of those Members present shall be sufficient to transact any business at the meeting unless otherwise set forth in these Bylaws.
1.9 There shall be an annual meeting of the Members at such time and place designated by the Chair of the Board. Members attending meetings shall do so at their own expense.
ARTICLE II
BOARD OF DIRECTORS
2.1 Directors shall be elected by majority vote of Members. Directors may also be elected at any special meeting of the Members. Each Member is entitled to one vote for as many persons as there are Directors to be elected. There shall be no cumulative voting.
2.2 Terms of Directors shall be three years, commencing on October 1 of the year in which a Director is elected. Directors may serve for two consecutive terms and may be re-elected after a one-year absence from the Board, except the term of the Immediate Past Chair which shall not be subject to this term limitation.
2.3 As of October 1, 2007, the Board of Directors shall be divided by action of the Board (acting upon the advice of the Leadership Development and Governance Committee), into three groups, as nearly equal in number as possible, for the purpose of staggering such Directors’ terms of office. Terms shall also be staggered for Board representatives from AATB, AOPO, EBAA and UNOS. The terms of office of the Directors initially grouped shall be as follows: that of the first group shall expire on September 30, 2008; that of the second group shall expire on September 30, 2009; and that of the third group shall expire on September 30, 2010. Directors to replace those whose terms expire at each such annual interval shall be elected to hold office for three-year terms as set forth in this article. Each Director in each group shall hold office, subject to the provisions of these Bylaws, until such Director’s successor shall have been elected and shall have qualified. Directors in each such group may be elected to two consecutive three-year terms, after which such Director must step down for at least one year; provided, however, that in order to initiate this term limitation rule, terms expiring in 2008 and 2009 shall not be considered for term limitation purposes.
2.4 The number of Directors shall be at least 10 and not greater than 25 and shall include the Immediate Past Chair of the Board of Directors.
2.5 Each of the following organizations shall be entitled to propose to the Corporation a representative to serve as a member of the Board: AATB, AOPO, EBAA, and UNOS. These Directors will have full voting rights in accordance with normal provisions governing Directors who serve on the Board. All nominations are subject to election to the Board.
2.6 The Board of Directors shall meet at least once each calendar year at a place selected by the Chair of the Board. The Board may have such other regular or special meetings, as it deems necessary. Meetings of Directors may be held in person or by any means of communication by which all Directors may simultaneously hear and speak with one another during the meeting.
2.7 Notice of any regular or special meeting of the Board of Directors shall state the place, date and time of the meeting, and shall be communicated to each Director. The Chair of the Board shall distribute the agenda for each Board of Directors meeting prior to the meeting. A written waiver of notice signed by a Director shall be the equivalent of the giving of any notice required herein. A Director who attends a meeting shall be deemed to have had timely and proper notice thereof.
2.8 A majority of the Directors shall constitute a quorum to transact business at any meeting of the Board. A vote of the majority of those present shall be sufficient to transact any business that might come before the meeting, except where different voting requirements are set forth in these Bylaws.
2.9 A Director may be removed from office with or without cause, but only by the members of the Board of Directors at a meeting called and noticed expressly for the purpose of voting to remove such Director and such removal shall require an affirmative vote of two-thirds of all Directors.
ARTICLE III
OFFICERS
3.1 The elective officers of the Corporation shall be a Chair of the Board, a Vice Chair of the Board, a Secretary, and a Treasurer and shall be elected by a majority vote of the members. Elective officers shall serve for terms of two years. No person may hold more than one office at the same time. All elective officers shall serve without compensation, and principal Officers may serve successive terms as long as term limits set forth in these Bylaws have not been reached.
3.2 The appointive officer of the Corporation shall be the President. The President shall be the Chief Executive Officer and shall report to the Chair of the Board. The President will be responsible for providing broad leadership and direction to the Corporation. Major responsibilities will include providing the Board of Directors with regular reports on the condition of the Corporation and on external developments which can influence the Corporation’s future, and providing consistent progress towards achievement of the Corporation’s strategic plan, mission and financial objectives. The President will establish and maintain management systems needed to ensure and report on the implementation of Board established policies. The President will serve as the chief spokesperson for the Corporation and represent it to appropriate outside groups.
3.3 The Chair of the Board shall be the senior officer of the Corporation and shall have general responsibility for the functioning of the Corporation between meetings of the Board of Directors or the Executive Committee. He or she shall preside at meetings of the Corporation’s Board of Directors and the Executive Committee.
3.4 The Vice Chair of the Board shall exercise the functions of the Chair in his or her absence and shall be the Chair-elect of the Corporation.
3.5 The Secretary shall be responsible for the keeping of minutes of all meetings of the Board of Directors and Executive Committee, and for the performance of all duties normally pertaining to the Office of Secretary.
3.6 The Treasurer shall be responsible for advising the Board of Directors and the Executive Committee on fiscal matters and shall Chair the Finance Committee. The Treasurer shall cause an audit of the Corporation to be made and shall deliver copies thereof to the Directors.
3.7 Any Officer may be removed with or without cause at any regular or special meeting of the Board of Directors called for that purpose, by a vote of two-thirds of the Directors present at such meeting. The Board of Directors may elect a successor to a removed Officer by a majority vote of the remaining Directors, to serve until the next election.
3.8 An Officer may resign at any time by transmitting a resignation in writing to the Chair of the Board or Secretary. The Board of Directors may elect a successor at its next meeting, to serve until the next election of Officers and Directors.
3.9 In addition to the foregoing specifically enumerated duties and powers, the Officers of the Corporation shall be charged with such other duties and shall have such other powers as may be delegated to them by the Board of Directors or as may be imposed upon them by law.
ARTICLE IV
EMPLOYEES
4.1 The Board of Directors shall have the authority to hire or contract for the services of the President who shall serve as the Chief Executive Officer of the Corporation and shall assist and be responsible to the Board. The President shall have the authority to hire or contract for the services of employees or independent contractors as necessary to further the Corporation’s purpose.
ARTICLE V
COMMITTEES
5.1 The Corporation shall have the following permanent standing committees: Executive; Leadership Development and Governance; Finance; Resource Development; and Strategic Planning. Additionally, the Chair of the Board may from time to time establish Ad hoc Committees.
5.2 The members and each Chair of each Committee shall be nominated by the Officers and appointed by the Board of Directors, for terms of up to two years. Committee members and Chairs may serve successive terms. Each Chair shall keep the Board of Directors informed of the activities of each committee and shall report to the Board of Directors at such times as the Board may require.
5.3 The Executive Committee may act on behalf of the full Board in certain matters as approved by the Board. The members of the Executive Committee shall include the Chair, Vice Chair, Immediate Past Chair, Secretary, Treasurer, and the President.
5.4 The Leadership Development and Governance Committee shall be responsible for: identifying, recruiting, nominating, orienting and supporting new Board members; annually surveying Board members; providing leadership to the Board for periodic Board self-assessment and developing recommendations for the Board regarding governance improvements to enhance Board effectiveness; serving as counsel to the Chair on establishing committees, recommending changes to the bylaws; and shall act as the nominating committee. The Immediate Past Chair shall oversee the nominations process. The Committee shall recommend a slate of Director and Officer nominees to the Board for approval no less than 45 days prior to the election.
5.5 The Finance Committee shall assist the Board in its oversight responsibilities relating to fiscal management of the Corporation’s assets. The Committee shall cause an annual audit of the Corporation and recommend a budget for Board approval no less than 30 days before the start of the fiscal year.
5.6 The Resource Development Committee shall be responsible for developing a growing base of in-kind and financial support for the Corporation sufficient to fund annual operations.
5.7 The Strategic Planning Committee shall lead the board’s role in defining the strategic direction of the Corporation and ensuring the program plans achieve the results defined in the strategic plan.
ARTICLE VI
MISCELLANEOUS
6.1 The fiscal year of the Corporation, unless otherwise fixed by the Board of Directors, shall be October 1 through September 30.
6.2 The Board of Directors may authorize the Officers of the Corporation to borrow money and to give notes, bonds or other obligations of the Corporation therefor under such rules, regulations and limitations as the Board may from time to time adopt. The Board of Directors may authorize any Officer or agent of the Corporation to execute or endorse checks, drafts, and other similar obligations under such rules, regulations or limitations as it may from time to time adopt.
6.3 Any Officer or Director presiding at a meeting of the Board or of Members may certify any action taken at the meeting. Any such certificate shall be conclusive evidence for all purposes that the action certified was taken.
6.4 The seal of the Corporation shall be circular in shape with the name of the Corporation around the circumference thereof, and the word “Seal” in the center thereof, an impression of which shall be affixed to this section of the Bylaws of the Corporation.
ARTICLE VII
AMENDMENT OF BYLAWS
7.1 An amendment of the Bylaws shall require the favorable vote of two-thirds of all of the Directors.
ARTICLE VIII
DISSOLUTION
8.1 In the event of the liquidation or dissolution of the Corporation, the assets and property of the Corporation shall be distributed to charitable, scientific, educational, or other organizations as determined by the Board of Directors.
