GANES Bylaws
ARTICLE I - NAME AND PURPOSE
Section 1 - Name: The name of the organization shall be Galactosemia Association of the North Eastern states, Inc. (GANES, Inc.). It shall be a nonprofit organization incorporated under the laws of the State of New Jersey, Title 15A.
Section 2 - Purpose: The corporation is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to exempt organizations under Section 501 (c)(3) of the Internal Revenue Code or the corresponding section of any future tax code, with the added limitation that all such purposes and distributions shall be related to the study and treatment of the disease galactosemia and the education of individuals, families and health care providers.
ARTICLE II - MEMBERSHIP
Section 1 - Membership: Membership shall consist of the board of directors.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Board role and size: The board is responsible for overall policy and direction of the association, and delegates responsibility of day-to-day operations to the staff, volunteers and committees. The board shall have up to 20, but not fewer than 3 members.
Section 2 - Compensation: Directors shall serve without compensation with the exception that reasonable expenses incurred in the furtherance of the corporation?s business are allowed to be reimbursed with documentation and prior approval. In addition, directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.
Section 3 - Qualifications: Board members may be any individual who supports the mission and purposes of the association and is located in the north east region of the United States including the States of: Connecticut, Delaware, Maryland, Massachusetts, New Jersey, New Hampshire, New York, Pennsylvania, Rhode Island, Vermont, Virginia and the District of Columbia
Section 4 - Terms: All board members shall serve two-year terms, but are eligible for re-election of ____ consecutive terms.
Section 5 - Meetings and notice: The board shall meet at least bi-annually, at an agreed upon time and place. An official board meeting requires that each board member have notice at least two weeks in advance. Special meetings may be called by the president or 1/3 of the executive committee.
Section 6 - Board elections: During the last quarter of each fiscal year of the corporation, the board of directors shall elect directors to replace those whose terms will expire at the end of the fiscal year. This election shall take place during a regular meeting of the directors, called in accordance with the provisions of these bylaws.
Section 7 - Election procedures: New directors shall be elected by a majority of directors present at such a meeting, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next fiscal year.
Section 8 - Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.
Section 9 - Action Without a Meeting: Any action required or permitted to be taken at a meeting of the board of directors, including amendment of these bylaws, or of any committee may be taken without a meeting if all the members of the board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the board or of the committee as the case may be.
Section 10 - Participation in Meeting by Conference Telephone or Internet Video: Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as members participating in such meeting can hear one another.
Section 11 - Officers and Duties: There shall be four standing officers of the board of directors, consisting of a president, vice-president, secretary and treasurer. Any two offices may be held by the same person with the exception of the offices of president and secretary/treasurer. Their duties are as follows:
The president shall convene regularly scheduled board meetings, shall preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, treasurer.
The vice-president shall preside at meetings of the bard of directors in the absence or at the request of the president, chair committees, and perform other duties as designated by the president or the board.
The secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.
The treasurer shall make a report at each board meeting. The treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to board members and the public.
Section 12 - Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.
Section 13 - Resignation, termination, and absences: Resignation from the board must be in writing and received by the secretary. A board members shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.
ARTICLE IV - COMMITTEES
Section 1 - Committee formation: The board may create committees as needed, such as fundraising, education, and research. The board president appoints all committee chairs.
Section 2 - Executive Committee: The four officers serve as the members of the Executive Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 3 - Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plan, and annual budget with staff and other board members. The board must approve the budget and all expenditures must be within budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.
ARTICLE V - DIRECTOR AND STAFF
Section 1 - Executive Director: An executive director may be hired by the board. The executive director has day-to-day responsibilities for the organization, including carrying out the organization?s goals and policies. The executive director will attend all board meetings, report on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.
Section 2 - Paid Staff: The board may hire such paid staff as they deem proper and necessary for the operations of the association. The powers and duties of the paid staff shall be as assigned or as delegated to be assigned by the board.
ARTICLE VI - AMENDMENTS
Section 1 - Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.
ARTICLE VII - INDEMNIFICATION
Section 1 - Indemnification: Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ARTICLE VIII - FINANCIAL ADMINISTRATION
Section 1- Fiscal Year: The fiscal year of the corporation shall be January 1 - December 31 but may be changed by resolution of the board of directors.
Section 2 - Checks, Drafts, Etc.: All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors or of any committee to which such authority has been delegated by the board.
Section 3 - Deposits and Accounts: All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Corporation, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by any officer or agent of the Corporation.
Section 4 - Investments: The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
ARTICLE IX - BOOKS AND RECORDS
Section 1 - Books and Records: Correct books of account of the activities and transactions of the corporation shall be kept at the office of the corporation. These shall include a minute book, which shall contain a copy of the certificate of incorporation, a copy of these bylaws, and all minutes of meetings of the board of directors.