Article I – Name
Article II – Purposes
Article III – Membership
Section E. 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, to listen to business meetings, and to chair or be members of committees. Subject to capacity limitations of conference call lines, all Board meetings are open to the members unless at least two-thirds of the Board members present vote to close the meeting.
Article IV – Board of Directors
Section A. Powers. The Board of the Directors carries out the mandates and policies of the Association as determined by the Board. 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 7 individuals. Board members will select among themselves the President, Vice-President, Secretary, and Treasurer (hereinafter referred to as the Officers or the Executive Committee). 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. The Executive Director is an ex-officio member of the Board of Directors without a vote.
Section D. The terms of the Directors shall be for 2 years in staggered service terms with 4 Directors being elected in the even-numbered years and 3 Directors being elected in the odd-numbered years.
In the first election after the adoption of staggered terms, the 4 Directors receiving the most votes in the election shall serve 2-year terms, with the other 3 Directors serving a 1-year term. In this election only, any tie for seats not won outright or any tie affecting which Directors will serve 2- and 1-year terms shall be decided by a vote of the outgoing Board of Directors.
Section E. Election. Members of the Board of Directors are elected from a slate of nominees during an election starting on January 15 and finishing on January 20 of every calendar year. Nominations must be submitted and accepted by January 8 of each calendar year. Voting in an election may be conducted by email or other electronic forum provided that the identity of voters can be confirmed. Voting must be closed at 11:59 p.m. eastern standard time on January 20 of the calendar year. In an even-numbered year the 4 candidates receiving the most votes cast in the election shall become members of the Board of Directors. In an odd-numbered year the 3 candidates receiving the most votes cast in the election shall become members of the Board of Directors. The election of Officers is described in Article V, Section C. In the event of a tie for any seats that are not won outright the other members of Board (including any whose terms are not expiring as well as the newly elected Directors) shall elect the remaining directors from among the tied candidates.
Section F. Special Election. A Special Election may be called if deemed necessary by a majority of the members of the Board of Directors. Notice of the Special Election must be provided to all active members at least 30 days in advance. Voting in a Special Election may be conducted by email or other electronic forum provided that the identity of voters can be confirmed.
Section G. Tenure. Each Board member serves 2 years beginning on February 1 of the year elected and is eligible to serve consecutive terms.
Section H. 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 25 percent of the active members. Special Elections are described in Article IV, Section F.
Section I. Vacancies. If during an elective term a Board member dies, resigns, is removed, or becomes disqualified or a vacancy occurs in a contingency not herein provided, the vacancy may be filled by action of the Board of Directors until the next Election or Special Election at which time, if necessary, the members elect a successor.
Section J. The seat of any board member who is absent from three consecutive regular Board of Directors meetings within their term shall automatically become vacant. The Board may, at its discretion, hear an appeal from the removed member to return to the Board before a vacancy is declared.
Section K. Regular Meeting. The Board of Directors shall hold regular meetings at least 6 times a year with no more than 70 days between board meetings, with dates to be specified by the President. The first Board of Directors meeting after the annual election shall take place no later than February 15. Written notice of all Board meetings shall be sent to each member of the Board at least one week in advance of the meeting and posted on the Association’s website and social media accounts. Subject to capacity limitations of conference call lines, all Board meetings are open to the members unless at least two-thirds of the Board members present vote to close the meeting.
Section L. Quorum. The majority of the members of the Board of Directors constitutes a quorum. Proxy voting by Board members is not valid.
Section M. Telephone Meeting
Any meeting of the Board of Directors or a committee may be conducted in simultaneous multiple locations if the various locations are effectively connected by 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 N. Informal Action by Directors
The Board of Directors will conform to all laws and rules of the jurisdiction of incorporation as a nonprofit organization.
Article V – Officers
Section A. Officers. The Officers of the Association shall be the President, the Vice-President, the Secretary, and the Treasurer. No member may concurrently hold more than one of these positions.
Section B. Qualifications. Officers must be members of the Board of Directors.
Section C. Election. The Officers are to be elected by a majority vote of the Board of Directors at the first board meeting following any regularly scheduled election or removal of an Officer as specified in Article V, Section E.
Section D. Tenure. All offices will be held from the first board meeting following any regularly scheduled election until the first board meeting after the next 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 removed 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 end of the term. 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 end of the term. 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 their duties, and in the absence of the President assumes the duties of the President.
3. Secretary. The Secretary:
a. Attends the Annual and Board meetings 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 their reading at the Annual Business Meeting and files them with the other transactions, records the minutes of the Board of Directors meetings, and distributes them to the Board of Directors, and makes the minutes or a summary of them available to the members.
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. Completes all business in a timely manner and, at the expiration or termination of their term in office, promptly relinquishes all documents and papers to the elected successor.
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 monies, including gifts, bequests, donations and grants, belonging to the Association; deposits all such monies in the name of the Association in a banking institution approved by the Board of Directors; and keeps a current, true and correct record of all receipts and all disbursements.
b. Distributes 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 Directors.
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 report 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.
Article VI – Executive Director
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 is subject to the authority of the Board of Directors and of 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 and set criteria for the Executive Director’s performance for the next year.
Article VII – Committees
Section A. The Board of Directors shall determine the composition and appointment of any committees.
Section B. Committee Membership. Only members of the Association may serve as committee members or be appointed in a liaison capacity. Each committee shall have at least one board member as either a member of the committee or a liaison between the board and the committee.
Article VIII – Finances
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 Year. The fiscal year of the Association is from June 1 to May 31.
Section C. Initiation Fees, Annual Dues, and Assessments. The amounts of all fees, dues, and assessments shall be determined by the Board of Directors.
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 of Directors 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 at least three-fourths of the members present and voting at a special meeting called for such purpose.
Article IX – Rules of Order
In absence of any provisions in these Bylaws to the contrary, all meetings of the Association, the Board of Directors, and 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 their designee will determine when Robert’s rules will apply.
Article X – Amendments
These Bylaws may be amended, altered or repealed at any annual meeting or special election for amending the bylaws, which may be conducted by mail through electronic forum provided that the identity of voters can be confirmed. Passage of an amendment requires a vote of at least two-thirds of the members voting, provided that any proposed amendment (1) has been submitted in writing to the Secretary and (2) notice thereof has been e-mailed to each member at least 30 days prior to date at which it will be acted upon. Any amendment submitted to the membership for ratification by email must include the dates and time period in which members can vote on the amendment. All ballots will be submitted to the Secretary for counting and validated by the Board of Directors.
Article XI – Nondiscrimination Policy
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.
Article XII – Indemnification of Directors and Officers
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 they are or were 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 they 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 their conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, or 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 they 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 their 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 they 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 their duties 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 they 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 they are 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 their 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 their 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 they 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.
Article XIII – Director or Officer Conflict of Interest
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.