Bylaws
The latest version
of this organization is the VIRGINIA CHAPTER of the MYASTHENIA GRAVIS
FOUNDATION OF AMERICA, INC., herein referred to as the Chapter. It
is a chartered chapter of the Myasthenia Gravis Foundation of America,
Inc., herein referred to as MGFA. MGFA is a non-stock, non-profit
organization may, from time to time, do business as the MYASTHENIA
GRAVIS FOUNDATION.
ARTICLE I NAME
The
name of this organization is the VIRGINIA CHAPTER of the MYASTHENIA
GRAVIS FOUNDATION OF AMERICA, INC., herein referred to as the Chapter.
It is a chartered chapter of the Myasthenia Gravis Foundation of America,
Inc., herein referred to as MGFA. MGFA is a non-stock, nonprofit organization
may, from time to time, do business as the MYASTHENIA GRAVIS FOUNDATION.
ARTICLE II LOCATION
The
office of the Chapter shall be located in Charlottesville, Virginia
or in such other locations in Virginia as may be determined by the
Board.
ARTICLE III PURPOSE:
MISSION & VISION
The
mission of the Chapter is: To facilitate the timely diagnosis
and optimal care of individuals affected by myasthenia gravis and
closely related disorders and to improve their lives through programs
of patient services, public information, medical research, professional
education, advocacy and patient care.
The vision of
the Chapter is: A World Without Myasthenia Gravis
ARTICLE IV ORGANIZATION
The
Chapter is a subsidiary of MGFA, a nonprofit membership corporation
as defined in section 501(c)3 of the Internal Revenue Code.
The Chapter Board
of Directors, except as otherwise indicated in these Bylaws, is responsible
for administration, development, and implementation of programs necessary
to fulfill the MGFA purpose at the local level.
ARTICLE V MEMBERSHIP
MEETINGS
There
shall be an Annual Meeting of the Chapter membership at such place,
and on such dates, as shall be selected by the Board of Directors.
At the Annual
Meeting, the Voting Members of the Chapter shall convene in assembly
and shall elect Directors, receive reports of committees and transact
such other business as may properly be brought before the meeting.
The annual Directors' election shall precede the annual election of
Officers. The Board of Directors shall elect its Officers from within
its body.
The Directors
shall cause to be presented at the Annual Meeting a report of operations,
including statements of assets and liabilities, and income and expenses,
for the fiscal year preceding the meeting. A majority of the Voting
Members, present in person, shall constitute a quorum.
ARTICLE VI MEMBERSHIP
General
Members of the Chapter shall consist of all persons who pay the annual
Chapter dues, with the exception of individuals with myasthenia gravis,
who may become members without payment of dues should there be financial
hardship.
ARTICLE VII BOARD
OF DIRECTORS
- The business
and the affairs of the Chapter shall be managed and controlled by
the Board of Directors, consisting of not less then five (5) nor
more than thirty (30) persons including the Chairperson, Vice-chairperson,
Secretary and Treasurer. All members of the Board of Directors shall
be members in good standing.
- The members
of the Board of Directors shall be elected at the annual meeting
of the members of the Chapter for a term of three (3) years. Such
term shall begin on January 1 following their election. The election
of Directors shall be from a state of candidates presented to the
general members by the Board Development/Nomination Committee.
- At any meeting
of the Board of Directors, a majority shall constitute a quorum.
- Appointments
to the Board to fill a vacancy shall be made by an affirmative vote
a majority of the Board present at any properly called and assembled
meeting of the Board. The General Members of the Chapter shall be
duly notified. Appointees shall serve until the next general election.
- The Board of
Directors shall meet at least two (2) times per year. Additional
meetings of the Board of Directors shall be called by the Chairperson
at such times as the business of the Chapter my require or upon
written request of a majority of the members of the Board of Directors
filed with the Chairperson and the Secretary of the Chapter. Each
member shall be notified in writing at least one week in advance
of regular or special meetings.
- Any director
may be removed with just cause by a two-thirds vote of the remaining
Board members present at any properly called and assembled meeting
of the Board. The Board can fill the vacancy in any office at any
time.
ARTICLE VIII GENERAL
RESPONSIBILITIES & REQUIREMENTS OF THE BOARD
- The Board of
Directors shall establish governing policies and procedures for
carrying out the affairs of the Chapter.
- The Board of
Directors shall ensure that Chapter Bylaws are not in conflict with
MGFA Bylaws.
- The Board of
Directors shall monitor, review, and provide to MGFA (on request)
an accounting of the financial condition of the Chapter.
- The Board of
Directors shall be responsible for establishing mechanisms for implementation
and review of programs and services provided by the Chapter.
- The Board shall
abide by all federal regulations governing voluntary agencies and
the laws of the States of Virginia and West Virginia.
- Board members
shall attend meetings, support the chapter with an annual gift and
serve without remuneration or compensation and support the Mission
and Vision of the Virginia Chapter.
ARTICLE IX OFFICERS
The
officers of the Chapter shall be the Chairperson, Vice-chairperson,
Secretary, and Treasurer. No officer may hold concurrent office with
the exception that the Board of Directors may, at its discretion,
elect one person to hold the offices of Secretary and Treasurer. The
Board of Directors shall elect its Officers for a term of three (3)
years.
- Chairperson
The Chairperson shall be the chief volunteer officer of the Chapter.
The Chairperson shall preside at all regular and special meetings
of the Chapter and the Board of Directors; prepare an agenda for
each meeting of the Board; appoint special committees, subject to
the approval of the Board of Directors; be an ex-officio member
of all committees; be responsible for presenting to the MGFA the
annual report of the Chapter's activities and financial status,
assign the Treasurer signature responsibility for all checks and
have authority to sign checks. The Chairperson serves on the Executive
Committee of the Board of Directors. The Chairperson may also perform
such duties as may be properly prescribed by the Board from time
to time.
- Vice-chairperson
The Vice-chairperson will assume duties as assigned by the Chairperson
and the Board of Directors. In the absence of the Chairperson at
a regular and special meeting of the Board of Directors or the Chapter,
the Vice-chairperson shall preside. The Vice-chairperson also serves
on the Executive Committee of the Board of Directors.
- Secretary
The Secretary shall keep minutes of the Board of Directors and
all regular and special meetings; attest to the signatures of the
officers of the Chapter; perform duties as assigned by the Chairperson
and the Board of Directors of the Chapter; and submit such reports
as are required. The Secretary also serves on the Executive Committee
of the Board of Directors.
- Treasurer
The Treasurer shall account for the moneys of the Chapter, approve
payment of bills and disburse funds under the direction of the Board
of Directors. The Treasurer shall be responsible for the continued
record of all income, disbursements, and prepare and submit in writing
an annual report of the finances of the Chapter for the preceding
year to the Board of Directors, the membership and the MGFA. The
Treasurer also serves on the Executive Committee of the Board of
Directors.
- Removal
and Vacancies
Any officer may be removed with just case by a two-thirds vote
of the remaining Board Members, present at any properly called and
assembled meeting of the Board. The Board may fill a vacancy in
any office at any time.
ARTICLE X PROGRAM
DIRECTOR
The
Board of Directors may appoint a Program Director, a compensated or
non-compensated employee of the Virginia Chapter. The Program Director
shall have a direct reporting relationship to the Chairperson. The
Program Director, if any, while not an officer of the corporation,
shall be responsible for carrying out the policies of the corporation
and the active administration of its affairs. The Program Director
shall perform such other duties as may, from time to time, be assigned
to him or her by the Board of Directors. He or she shall have no vote
on the Board of Directors or any other policy body but may participate
in the deliberations of the Board or committees, except in matters
concerning his or her compensation or benefits.
ARTICLE XI COMMITTEES
Unless
otherwise provided in these Bylaws, the Chairperson of the Chapter
Board of Directors shall appoint a chairperson and members on the
basis of knowledge and expertise to serve on each of the standing
and special committees. The Chairperson of the Board may delegate
to the committee chairperson the authority to select committee members.
Each Standing
and Special committee shall keep regular minutes of meetings, keep
copies of correspondence and promptly report recommendations to the
Board.
Section 1 STANDING
COMMITTEES
- EXECUTIVE
COMMITTEE shall consist of the Chairperson, Vice-chairperson,
Secretary, and Treasurer. They shall have the power to act for the
Board of Directors in the absence of the Board and such action shall
be subject to ratification by the full Board at its next meeting.
- RESOURCE
DEVELOPMENT COMMITTEE shall be responsible for establishing
and implementing a plan to increase the financial resources of the
Chapter.
- PROGRAM
SERVICES COMMITTEE shall be responsible for planning and overseeing
local patient services, educational services and patient advocacy.
- BOARD DEVELOPMENT/NOMINATING
COMMITTEE shall consist of at least three members. The Chairperson,
with approval of the Board of Directors, shall appoint a Board Development/Nominating
Committee each year. The Committee shall place in nomination a slate
of names, whose number shall be equal to or grater than the Board
Quota. These names shall be submitted to the membership at the Annual
Meeting. General members shall be eligible for nomination from the
floor.
Section 2 SPECIAL
COMMITTEES
Special
Committees of the Board may be appointed from time to time by the
Chairperson. Such committees can consist of members of the Board,
Chapter members, and others selected on the basis of knowledge ad
expertise. A Special Committee shall serve at the pleasure of the
Board, and needs to be reestablished yearly.
ARTICLE XII ADVISORY
BOARDS
Advisory
Board shall be established and charged by the Board of Directors and
shall be comprised of those individuals who have applied for membership
and have met the membership criteria of the respective Advisory Board.
- MEDICAL/SCIENTIFIC
ADVISORY BOARD is responsible for providing the Board with input
ad guidance into all medical program services within its charge.
- NURSES ADVISORY
BOARD is responsible for providing the Board with input and
guidance into all nursing program services within its charge.
ARTICLE XIII DUES
Dues
of at least ten dollars ($10.00) shall be levied upon members. Dues
may be waived for membership in the event of financial hardship.
ARTICLE XIV FINANCES
- The Executive
Committee shall prepare an annual operating budget and present such
budget to the Board of Directors for approval.
- The Chairperson
may authorize the expenditure of up to three hundred dollars ($300.00)
per year for items not included in the annual budget. Such expenditures
shall be in the interest of the purpose of the Chapter and shall
be subject to review by the Board of Directors.
- The Chairperson
may authorize the expenditure of up to one thousand dollars ($1000.00)
per year for items not included in the annual operating budget.
Such expenditures shall be in the interest of the purpose of the
Chapter and shall be subject to review by the Board of Directors.
- The Board of
Directors must approve any expenditure not included in the annual
operating budget in excess of the above limits.
ARTICLE XV INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The
MGFA shall indemnify any person who was or is a Director, Officer,
Staff or Committee Member of the MGFA who was or is a party to any
threatened, pending, or completed action, suit of preceding, whether
civil, criminal, administrative or investigative by the reason of
the fact that he or she is or was a Director, officer, or Committee
Member of the MGFA or is or was serving at the request of the MGFA
as a trustee, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, with the exception of a
fraudulent act by such Director or Officer, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him or her, in connection with
such action, suit, or proceeding to the fullest extent permitted by
applicable law.
With respect to
this article, the MGFA National Board of Directors shall purchase
and maintain the proper insurance policy (policies) with coverage
for Chapter Directors, Officers, Staff or Volunteers.
ARTICLE XVI DIVERSITY
AND COMMON PURPOSE
- All members
and staff of the Chapter must have a shared belief in the purpose
and mission of the MGFA and must commit their time and resources,
as needed to fulfill their functions.
- The Chapter
shall be committed to equal opportunity, pluralism and diversity
in the conduct and administration of its activities and programs.
ARTICLE XVII CONFLICT
OF INTEREST
Any
and all members of the Chapter must avoid any conflict of interest,
or appearance of such, as provided in the MGFA's policies and procedures.
ARTICLE XVIII DISSOLUTION
In the
event of the dissolution of the Chapter, whether voluntary or involuntary,
all of its remaining assets shall be distributed or transferred to
the MGFA, to the extent permitted by law. All documentation, committee
reports, correspondence, historical documents, membership lists, and
other valuable records used to conduct business of the Chapter shall
be transferred to MGFA upon dissolution.
- Order
Roberts Rules of Order, Newly Revised, shall prevail
at all meetings of the Chapter, Executive Committee, and Board of
Director meetings.
- Fiscal Year
The fiscal year of the Chapter shall be from January 1 through December
31.
- Non-Discrimintation
The Virginia Chapter of the MGFA shall provide equal membership,
employment, and service opportunities to all eligible persons without
regard to age, sex, race, religion, creed, color, national origin,
sexual preference,disability, marital status or geographical location.
- Lobbying
No substantial part of the activities of the Chapter shall be devoted
to influencing legislation. The Chapter shall not participate or
intervene in any political campaign or act on behalf of or endorse
any candidate for public office.
- Mail Votes
The Members may be polled by mail if the matter requires action
before the next Annual Meeting. In the event of a mail vote, the
Secretary shall send first class letters, electronic mail, or facsimiles
to all Chapter Members, who shall have thirty (30) days to respond.
A non-response following the thirty days will be counted as a non-vote,
thereby lowering the total counted as eligible to vote for the purposes
of calculating the number votes required to approve a particular
ballot. The Voting Members will be notified of the results, within
the following thirty (30) days after the above deadline.
- Amendments
These Bylaws may be altered, amended or repealed, or new ones
adopted, by at least two-thirds affirmative vote by the Voting Members
at the Annual Meeting, on a line by line or article by article basis.
Written notice, setting forth the substance o the proposed amendment(s)
and time and place of meeting shall be sent to the Chapter Members
at least thirty (30) days in advance of the meeting. A proposal
to amend these Bylaws may be offered by any of the Chapter Members.
The proposal shall be considered after in has been duly seconded
by another Chapter Member, provided such proposal meets the requirements
of timely advance notice.
2304
Angus Road
Charlottesville, VA 22901
Phone: 434/295-9861
Fax: 434-295-1909
