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The name of this organization is the Hypospadias and Epispadias Association, hereinafter referred to as the Association.
The purpose of the Association is to provide education and support to people with hypospadias and epispadias, their families, and their partners .
Section A. Classes of Members: The Association is composed of two classes of members with the qualifications hereinafter stated:
Section B. Active. To be eligible for membership as an Active member an individual must be at least 18 years of age.
Section C. Junior: To be eligible for membership as a junior member an individual must be less than 18 years of age.
Section D. Rights and Duties of Members.: The acceptance of membership in the Hypospadias and Epispadias Association signifies an agreement to comply with all of the provisions of the Bylaws contained herein. Active members have the right to hold office, to vote, participate in business meetings, and chair committees. Junior members have the right to participate in meetings with their parents’ written permission.
Section E. Reinstatement of Resigned Members: Any former member whose resignation had been properly accepted may apply for reinstatement. A new application submitted to the appropriate group for processing in the same manner as an initial application except that no initial fee is required.
The reinstatement fee is determined by the Board of Directors, but in no instance shall the amount exceed the total back dues and assessments since the date of resignation.
Section F. Annual Meeting. The Association holds a regular Annual Meeting at such time and place as the Board of Directors may determine. There is a business meeting at each Annual Meeting at which time the business of the Association is considered and acted upon. Urgent business may be transacted at any time during the Annual Meeting. Written notice of the place, date and hour of the Business meeting will be delivered to the members at least thirty (30) days before the date of the meeting. An agenda for the meeting will normally be available prior to the beginning of the business meeting and the order of business is determined by the Board of Directors.
Section G. Quorum. Ten percent of the total number of Active Members in good standing and present in person at the Annual Business Meeting constitutes a quorum.
Section A. Powers. The Board of the Directors carries out the mandates and policies as determined by its members. Subject only to the provisions of the Articles of Incorporation and Bylaws and all resolutions and enactments of this organization, the Board has full and complete power and authority, including policy making power, where necessary, to perform all acts and to transact all business for or on behalf of the Association and to manage and conduct all the property, affairs, work and activities of the organization. Such authority may be delegated to such officers or members of the Board as the Board determines.
Section B. Composition. The Board of Directors consists of a minimum of four (4) and a maximum of nine (9) individuals . Board members will select among themselves the President, Vice-President, Secretary, and Treasurer. No member may concurrently hold more than one of these positions. Ex-officio members of the Board of Directors serving without vote, shall include the Executive Director of the Association.
Section C. Qualifications: All members of the Board of Directors must be Active members of the Association.
Section D. Election: Members of the Board of Directors are elected from a slate of nominees or from nominations from the floor at the Annual Business Meeting or Special Election. Members will make a “yes or no” vote on each nominees and a nominee must receive “yes votes from a majority of the members to become a member of the Board . In the event that more than nine (9) nominees receive a majority “ yes vote , the nine ( 9) receiving the most “ yes “ votes will become members of the Board . The election of Officers is described in Article V, Section C.
Section E. Special Election: A special Election may be called if deemed necessary by majority of the members of the Board of Directors . Notice of the Special Election must be provided to all Active members at least thirty (30) days in advance. . Voting in a Special Election may be conducted by mail through electronic forum provided that the identity of voters can be confirmed. A Special Election is decided by a Majority of the votes cast except as specified in Article X.
Section F. Tenure. Each Board member serves until the close of the following Annual Business Meeting and is eligible to serve consecutive terms.
Section G. Removal . A board members may be removed by Special Election called by a majority of the members of the Board of Directors or by petition carried forward by at least twenty-five (25) percent of the Active Members . Special Election are described in Article IV, Section E.
Section H. Vacancies. If during an elective term a Board Member dies, resigns, is removed becomes disqualified or a vacancy occurs in a contingency not herein provided, the vacancy may be filled by action of the Executive Committee until the next Annual Business Meeting or Special Election at which time, if necessary, the members elect a successor.
Section I. Regular Meeting . The Board of Directors shall hold regular meetings at least twice a year at such time as specified by the President. Written notice shall be sent to each member of the Board at least Two weeks in advance of the meeting.
Section J. Quorum. The majority of the members of the Board of Directors constitutes a quorum. Proxy voting by Board members is not valid.
Section K. Telephone Meeting
Any meeting of the Directors may be conducted in simultaneous multiple locations if the various locations are effectively connected by telephonic conference call lines. Members of the board of directors or non-director committee members may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
Section L. Informal Action by Directors
Any action required by the Colorado Not for Profit act, to be taken at a meeting of the Board of Directors of a Corporation, or any other action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors and all of any non-director committee members entitled to vote with respect to the subject matter thereof, or by all the members of such committee, as the case may be. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors or committee members. All of the approvals evidencing the consent shall be delivered to the secretary to be filed in the corporate records. The action taken shall be effective when all the directors or the committee members, as the case may be, have approved the consent unless the consent specifies a different effective date. Any such consent signed by all the directors or all the committee members as the case may be, shall have the same effect as a unanimous vote and may be stated as such in any document filed with the Secretary of State.
Section A. Officers. The Officers of the Association shall be the President, the Vice-President, the Secretary, and the Treasurer. NO member may hold concurrently hold more than one of these position .
Section B. Qualifications. Officers of the Association must be Active members in good standing and must be elected to the Board of Directors .
Section C. Election. The Officers are to be elected by a majority vote of the Board of Directors following each Annual Business Meeting ,any Special Election that result in removal of an office holding Board Member, or removal of an Officer as specified in Article V, Section E.
Section D. Tenure. All offices will be held from the close of the Annual Business Meeting or Special Election until the next Annual Business Meeting or Special Election .
Section E. Removal . An officer may be removed by a majority of the members of the Board of Directors .
Section F. . Vacancies: If during the elective term the President dies, resigns, is moved or becomes disqualified, the Vice-President succeeds to the office vacated, with all the prerogatives and duties pertaining to the office and retains that office until the next Annual Business Meeting or Special Election. A vacancy caused by the death, resignation , removal or disqualification of any other officers, or a vacancy created by a contingency not herein provided , may be filled by action of the Board of Directors until the next Annual Business Meeting or Special Election .
Section G. Rights and Duties:
1. President. The President presides at all meetings and gatherings of the Association and of the Board of Directors .The President has the responsibility for conducting the correspondence of the Association, appointing members to committees and approving committees. The President also provides guidance to the Executive Director in the day-to-day business management of the Association and in this capacity interprets Board of Directors policy to the Executive Director. The President performs other such duties and exercises such other rights as the Bylaws, custom or parliamentary usage may require or as the Board of Directors directs.
2. Vice-President. The Vice-President assists the President in the discharge of his/her duties, and in the absence of the President assumes the duties of the President.
3. Secretary. The Secretary
a. Attends the annual and special sessions of the Association, keeps a correct and permanent record of the business meetings and transactions of the Association, presents the records and documents of the Association at all meetings, receives the reports of all committees and all papers immediately upon being read at the Annual Business Meeting and files them with the other transactions, subject to the order of the Board of Directors.
b. Is the custodian of the books, records, manuscripts, papers, correspondence and seal of the Association.
c. Keeps a current register of the members.
d. During the Secretary’s term of office, the Secretary completes all business in a timely manner and promptly relinquishes documents and papers to the successor at the expiration or termination of the Secretary’s term of office.
4. Treasurer. The Treasurer, through the Executive Director:
a. Is the custodian of all funds of every kind of the Association and is accountable for their safekeeping. Receives all fees, dues contributions and assessments (if any) from applicants and members, and all money, including gifts, bequests, donations and grants belonging to the Association and deposits all such monies in the name of the Association in a banking institution approved by the Board of Directors . In like manner, the Treasurer keeps a current, true and correct record of all receipts and all disbursements.
b. Shall disburse the funds of the Association as may be ordered by the Board of Directors, in accordance with the disbursement policies established by the Board.. Executes a good and sufficient surety bond, if required, the premium for which is paid by the Association, and determined by the Board of Director.
c. Prepares through the Executive Director a detailed report of all receipts and disbursements and of the financial condition of the Association and presents the same to the Board of Directors and to the Annual Business Meeting of the Association, which reports with the books and vouchers shall have been audited by order of the Board of Directors prior to the Annual Business Meeting.
d. Faithfully performs the duties of the office in the manner set forth, and forthwith upon the expiration or termination of the term of office, hands over to the elected successor in office, all money, papers, record books, or other property belonging to the Association.
Section A. Executive Director. The Executive Director acts in the capacity of the business manager for the Association and in that capacity is responsible for the day-to-day business of the Association including having charge of the annual meeting. The Executive Director has the responsibility for countersigning checks and executing all documents unless the Board of Directors by resolution provides otherwise. The Executive Director is an ex-officio member without vote of the Board of Directors . The Executive Director is subject to the authority of the Board of Directors and to the President acting for the Board.
Section B. Appointment and Removal. The Board of Directors shall have the responsibility for both the appointment and the removal of the Executive Director. Annually the Board of Directors will review and evaluate the performance of the Executive Director.
Section A. The Standing Committees. The standing committees of the Association are:
1. Membership and Marketing
2. Education and Research
3. Program and Annual Meeting
4. Finance and Fundraising
Section B. Composition, Term and Appointment of Standing Committees The Board of Directors shall determine the composition, term and appointment of standing committees.
Section C. Duties of the Standing Committee
1. The Membership and Marketing Committee. The Committee will define categories of membership, market the Association to attract new members, maintain membership roles, and assess and collect dues in accordance with any schedule for such dues as determined by the Board of Directors.
2. The Education and Research Committee. The Committee will write and produce a newsletter, develop brochures and educational documents, and follow contemporary research in hypospadias and epispadias related topics.
3. The Program and Annual Meeting Committee. The Committee will determine locations and pricing for the Annual Meeting, develop educational goals, plan programs, select and recruit faculty and facilitators, and develop the budget for the Annual Meeting.
4. The Finance and Fundraising Committee. The Committee will develop and track the annual budget of the Association and raise money to support the work of the Association.
Section D. Liaison Appointments: The President may appoint a qualified individual to serve in a liaison capacity between the Association and other organizations with a common interest for a term consistent with the nature of the liaison position.
Section F. Other Committees:
1. Except as may conflict with the duties of the standing committees, the President may appoint any other Committees, so constituted and for such purposes as the President may see fit. However, a presidential committee may not be created for a term in excess of one year without approval of a majority of the Board of Directors.
2. Such other committees standing or special shall be appointed by the President as the Association membership of the Board of Directors shall from time to time deem necessary to carry on the work of the Association.
Section G. Only members of the Association may serve as committee members or be appointed in a liaison capacity.
Section A. Raising of Funds. Funds for conducting the affairs of the Association may be raised by (1) such initiation fees and annual dues as may be imposed on the members; (2) such special assessments as the Board of Directors may determine; (3) voluntary contributions, devises, bequests, and other gifts and (4) any other manner approved by the Association or the Board of Directors .
Section B. Fiscal Years: The fiscal year of the Association is from January to December, inclusive.
Section C. Initiation Fees, Annual Dues, and Assessments: The amounts of all fees, dues, and assessments shall be determined by the Board of Directors in consultation with the Finance and Fundraising Committee.
Section D. Sale of Assets: A sale, lease, exchange, mortgage, pledge or other disposition of property or assets of the Corporation outside the normal course of business may be made by the Board upon such terms and conditions and for such considerations, which may consist in whole or in part of the money or property, real or personal, as may be authorized by the Board; provided, however, that a sale, lease, exchange or other disposition of all or substantially all the property and assets of the Corporation shall be authorized only upon receiving the vote of three-fourths of the Members present and voting at a special meeting called for such purpose.
In absence of any provisions in these Bylaws to the contrary, all meetings of the Association, the Board of Directors , and of any committee shall be governed by the parliamentary rules and usages contained in the current edition of Rules of Order by Davis or by Robert’s Rules of Order for questions not addressed by Davis. The President or his designee will determine when Robert’s rules will apply.
These Bylaws may be amended, altered or repealed at any meeting, annual or special, by the vote of at least two-thirds of the members present and voting, provided that any proposed amendment (1) has been submitted in writing to the Secretary and (2) notice thereof has been mailed to each member at least one month (30 days) prior to the session at which it will be acted upon.
The policy of the Association is nondiscrimination on the basis of disability, race, color, creed, sex, age , country of origin, sexual orientation or gender identity.
Section A. Indemnification in Actions Other Than By or in the Right of the Corporation: The Corporation shall indemnify any person 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 (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section B. Indemnification in Actions by or in the Right of the Corporation: The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, provided that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section C. Right to Payment of Expenses: To the extent that a Director, officer, employee or agent of the Corporation has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Sections (A) and (B) of this Article, or in defense of any claim, issue or matter therein, such person may be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
Section D. Determination of Conduct: Any indemnification under Sections (A) and (B) of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections (A) and (B) of this Article. Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such faction, suit or proceeding; (2) if such a quorum is not obtainable, or, even if attainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or (3) by the Members entitled to vote, if any.
Section E. Payment of Expenses in Advance: Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the Director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.
Section F. Indemnification not Exclusive: The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested Directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section G. Insurance: The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.
Section H. References to Corporation: For purposes of this Article, references to "the Corporation" shall include, in addition to the surviving corporation, any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger which, if its separate existence had continued, would have had power and authority to indemnify its Directors, officers, and employees or agents, so that any person who is or was a Director, officer, employee or agent of such merging corporation or is or was serving at the request of such merging corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
Section I. Other References: For purposes of this Article, references to "other enterprises" shall include employee benefit plans; reference to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on or involves services by such Director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries. A person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Article.
Section A. Directors and officers should scrupulously avoid transactions in which the Director or officer (for purposes of this Article XIII only, references herein to “Director” shall include reference to any officer) has a personal or material financial interest, or with entities of which the Director is an officer, director, or general partner. However, if a transaction is approved in accordance with this provision and is fair to the Corporation at the time it is authorized, approved or ratified, the fact that a Director of the Corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.
Section B. In the event that a Director or member of a Director’s immediate family has an actual or potential conflict of interest, including but not limited to proposed transactions directly or indirectly between the organization and a Director, the Director shall promptly disclose the material facts of such conflict or transaction in writing to the Board of Directors as a matter of record.
Section C. The Director shall briefly state the nature of the conflict and answer pertinent questions of other Directors when such Director’s knowledge of the subject will assist the Board or any of its committees. After such disclosure is made and the Board has had the opportunity to ask pertinent questions of such Director, the Director shall be excused so that the disinterested Directors may discuss the matter and take such action as may be deemed appropriate. An affirmative vote of a majority of disinterested Directors shall be required to carry the action. The presence of the interested Director may not be counted for purposes of declaring a quorum, nor may that person vote on the matter.
Section D. Minutes of the meeting shall reflect that such disclosure was made, the matter was fully discussed, that a quorum (excluding the interested Director) was present, and that such Director abstained from discussion and voting on the issue.
A meeting of the Board of Directors of Hypospadias & Epispadias Association, a Colorado nonprofit unincorporated association, was held at __________________, on __________________, 2005, at the hour of __________________.
The directors of the corporation present were:
The directors of the corporation absent were:
Upon motion duly made, seconded and unanimously carried, the following resolutions were adopted:
RESOLVED, that the Hypospadias & Epispadias Association hereby elects to incorporate as a Colorado Nonprofit Corporation pursuant to Sections 7-90-301, et seq and Sections 7-137-202, et seq of the Colorado Revised Statutes, and that said election and the Articles of Incorporation of this corporation be submitted for approval to the members of the Hypospadias & Epispadias Association at its annual meeting.
RESOLVED that the Bylaws be amended to read as attached hereto and incorporated herein by reference, subject to approval by a vote of two-thirds of the members present and voting at its annual meeting.
There being no further or other business to come before the meeting, on motion duly made, seconded and carried, the meeting adjourned.
The annual meeting of the members of the Hypospadias & Epispadias Association , a Colorado Nonprofit unincorporated association was held at the Crown Plaza Hotel, San Jose, CA, on April 30, 2005, at the hour of 1:15 PM.
The following person were present : _______________________
It being determined that a Quorum of twenty active members were present the following action were taken: HEA members and officers discuss Association business and held annual election .
a) Motion was made by ___________ to accept Articles of Incorporation for Association , Motion Seconded by ___________ . Bylaws accepted. Votes for: Twenty eight (29) Votes Against ; zero (0) .
b) Motion made by ____________ to accept each proposed change to Bylaws. Seconded by ________. Votes : Twenty eight (28) Votes Against zero (0)
c) Floor open for nomination for Board of Directors by ________: Nominees were: _______________________. Motion made to accepted Nomination by _________ and seconded by _____________. The out voted were ______________.
d) All members received copy of the expenses for April 2004 through April 2005 for review.
Upon motion duly made, seconded and unanimously carried , the following resolution were adopted :
Resolved, that the Hypospadias & Epispadias Association hereby elects to incorporated as a Colorado Nonprofit Corporation pursuant to Section 7-90-301,et seq and Section 7-137-202, et seq , of the Colorado revised Statutes , and that said election and the Articles of Incorporation of this corporation be submitted for approval to the members of the Hypospadias & Epispadias Association at its annual meeting.
Votes for: twenty eight (28). Votes Against : zero (0). Abstentions : ninety six ( 96)
Resolved that the by laws be amended to read as attached hereto and incorporated herein by reference, subject to approval by a vote of two–thirds of the members present and voting at its annual meeting .
There being no further or other business to come before the meeting , on motion duly made seconded and carried , the meeting adjourned at 2:30 PM .
Minutes Submitted by:
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