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BY-LAWS
OF
THE JIM L. WALKER ARIZONA CHAPTER
THE MYASTHENIA GRAVIS FOUNDATION OF AMERICA, INC.
ARTICLE 1
NAME, TERRITORY AND OFFICE
NAME:
The name of the Chapter is THE JIM L. WALKER ARIZONA CHPTER-THE MYASTHENIA GRAVIS
FOUNDATION OF AMERICA, INC. (herein referred to as JLWACMGF) a non-stock, non-profit
organization, incorporated in 1974 under the laws of the State of Arizona.
LOCATION:
The office of the JLWACMGF shall be located in Phoenix, Arizona or in such other
place, as the Board of Directors shall designate.
ARTICLE II
Statement of Affiliation
This Chapter is affiliated with the Myasthenia Gravis Foundation of
America, Inc., a Non-Profit Membership Corporation of the State of New York,
shall agree to accept and adhere to the purposes, standards, policies and procedures
of that organization.
Change in Status
This Chapter, at a special meeting of the membership called for that
purpose, and by at least two-thirds vote of those members present and entitled
to vote, may request to withdraw from its association with The Myasthenia Gravis
Foundation, Inc.
ARTICLE III MEMBERSHIP
Classes of Members
This Chapter shall have three classes of members. The designation of such classes shall be as follows:
ARTICLE IV.
MEETINGS OF MEMBERS
General Meetings General meetings of the members of the Chapter shall be held at such times as may be designated by the Board of Directors.
Annual Meeting An annual meeting of the members of the Chapter shall be held during the month of January, of each year, for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting.
Special Meetings The Chairperson may call special meetings of the members, two-thirds members of the Board of Directors, or not less than one-tenth of the members having voting rights.
Place of Meeting The Board of Directors may designate any place within the State of Arizona as the place of meeting for any general, annual or special meeting called by the Board of Directors.
Notice of Meetings Written or printed notice stating the place, day and hour of any meeting of members shall be mailed to each member entitled to vote at such meeting not less than 10 or more than 40 days before the date of such meeting, at the direction of the Secretary or Board of Directors. The purpose or purposes for which special meetings are called shall be stated in the notice. Notice of a meting shall be deemed to be delivered when deposited in the mail, addressed to the member as it appears on the records of this Chapter, with postage prepaid thereon.
ARTICLE V
BOARD OF DIRECTORS
General Powers The affairs of the Chapter shall be managed by its Board of Directors, who must be general or life members of this Chapter.
Number, Tenure and Qualifications The Board of Directors shall consist of all the elected officers of the Chapter, the immediate past Chairperson, and not less than 9 or more than 15 members-at-large. Each member-at-large shall hold office for three years. At the first election of members-at-large 10 persons shall be elected, but the term of office of one-third thereof shall expire at the next annual meeting of the membership, and one-third shall expire at the third annual meeting of the membership. One-third of the total number of directors shall be elected each year.
Regular Meetings Regular meetings of the Board of Directors shall be held upon written notice of not less than 7 days, addressed to the Director at their address as it appears on the records of the Chapter, with postage prepaid thereon, every other month, or more or less frequently as the Board of Directors may from time to time decide.
Special Meetings Special meetings of the Board of Directors may be called by or at the request of the Chairperson or any tow Directors. The location of the meeting to be held within Maricopa County.
Notice Notice of any special meeting of the Board of Directors shall be given at least 10 days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of this Chapter. Such notice shall be deemed to be delivered only when received. Any Director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a Directors attends a meeting for the express purpose of objecting to the transaction of any business, which objection must be noted in the minutes. The business to be transacted at the meeting must be specified in the notice or waiver of notice of such meeting.
Quorum A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. If lack of a quorum exists, the meeting can be held but with no votes allowed.
Manner of Acting The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Vacancies Any vacancy occurring in the Board of Directors is to be filled by the current Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
ARTICLE VI
OFFICERS
Officers The officers of the Chapter shall be a Chairperson, a First vice Chairperson, a Second Vice Chairperson, a Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of this Article. The Chairperson of this Chapter shall be a Director and shall serve as Chairperson and presiding officer at all meetings of the Board of Directors. All officers must be general or life members of this Chapter.
Election and Term of Office The officers of the Chapter are elected annually by the membership at the regular annual meeting of the membership. The Chairperson and Vice Chairpersons shall hold office for one year and may be reelected to the same position for one successive term.
Removal Any officer elected by the membership or appointed by the Board of Directors may be removed by a two-thirds of the total number of the Board of Directors whenever in its judgment the best interests of this Chapter would be served thereby.
Vacancies A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Chairperson The Chairperson shall be the principal executive officer of the Chapter and shall in general supervise and control all of the business and affairs for the Chapter. He shall preside at all Board meetings, Special meetings and General Membership meetings. The Chairperson shall, along with the Vice Chairpersons and Treasurer, sign and execute all authorized bonds, mortgages, leases, contracts, checks, notes or other obligations in the name and on behalf of the Chapter, except in cases where the Board shall make other provisions for such signing and execution. The Chairperson shall be a member of the Executive Committee and an ex-officio member of all other Committees.
First Vice Chairperson In the absence of the Chairperson or in event of his inability or refusal to act, the First Vice Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairperson. First Vice Chairperson shall perform such other duties as from time to time may be assigned to him by the Chairperson or by the Board of Directors and shall be a member of the Executive Committee.
Second Vice Chairperson In the absence of the Chairperson and the First Vice Chairperson, the Second Vice Chairperson shall assume all powers and perform all the duties of the Chairperson until the Chairperson or First Vice Chairperson is available to resume their duties. First Vice Chairperson shall perform such other duties as from time to time may be assigned to him by the Chairperson or by the Board of Directors and shall be a member of the Executive Committee.
Treasurer If required by the Board of Directors, the Treasurer shall report an accurate account of the Treasurer's transactions and of the financial standing of the Chapter, give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Chapter; receive and give receipts for moneys due and payable to the Chapter from any source whatsoever, and deposit all such moneys in the name of the Chapter in such banks, trust companies, or other repositories as shall be selected; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Chairperson or by the Board of Directors. The Treasurer shall be a member of the Executive Committee.
Secretary The Secretary shall oversee the taking of the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose. Such minutes of the meeting to be distributed no later than three weeks following the conclusion of the meeting. See that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the corporate records and of the seal of the Chapter; keep a register of the post office address of each member which shall be furnished to the Secretary by such member, and in general person all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Chairperson or by the Board of Directors. The Secretary shall be a member of the Executive Committee.
ARTICLE VII
COMMITTEES
Executive Committee The Executive Committee shall consist of the Chairperson, 1st Vice Chairperson, 2nd Vice Chairperson, Treasurer, Secretary, Past Chairperson and Executive Director.
Special Committees There shall be temporary committees of the Board as may be established by the Board, Executive Committee or the Chairperson, from time to time with such membership powers and duties as may be deemed necessary or advisable. A Special Committee shall serve at the pleasure of the Board but in no event beyond the next succeeding Annual Meeting, unless reestablished.
Adhoc Committees There shall be the following Adhoc Committees: Public Relations Committee, Nurses and Teachers Educational Committee, Patients Aid Committee, Membership Committee, Program Committee, Fund Raising committee and Nominating Committee.
Composition of Committees The Chairperson shall appoint a Committee Chairperson for each committee who shall appoint members of such committee and shall be general or life members of this Chapter
Ex-Officio Member The Chairperson shall be ex-officio member of all committees.
ARTICLE VIII
ADVISORY BOARDS
Nurses Advisory Board (NAB) The NAB is responsible for providing the Board with input and guidance into all nursing program services within its charge; for providing a major role in the recommendation and development of program Services to individuals with Myasthenia Gravis and their families; and for promoting and encouraging nursing or research related to Myasthenia Gravis.
Medical Advisory Board The Medical Advisory board shall consisit of no more than 15 members appointed by the Board of Directors for a two year term commencing with the term of office of the officers of this Chapter. Such appointment is subject to the approval of The Myasthenia Gravis Foundation, Inc., a Non-Profit Membership Corporation of the State of New York. Members of the Medical Advisory Board shall be medical doctors or doctors of Osteopathy.
ARTICLE IX
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Contracts The Board of Directors may authorize any officer or officers, agent or agent of the Chapter, in addition to the officers so authorized by these by-laws to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter, and such authority may be general or confined to specific instances.
Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter, shall be singed by such officer or officers, agent or agents of the Chapter and in such manner as shall from timte to time be determined by resolution of the board of Directors in the absence of suchdetermination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the Chairperson or Vice Chairpersons of another officer appinted by the Chaiperson of the Chapter.
Deposits All funds of the Chapter shall be deposited from time to time to the credit of the Chapter in such banks, trust companies, or other repositories as the Board of Directors may select.
Gifts The board of Directors may accept, on behalf of the Chapter, any contribution, gift bequest, or devise for the general purposes or for any special purposes of the Chapter.
ARTICLE X
BOOKS AND RECORDS
The Chapter shall keep correct and complete books and records o account and shall also keep minutes of the proceeding of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal offica a record giving the names and addresses of the members entitled to vote. All books and recoreds of the Chapter may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time. The financial records of the Chapter shall be audited once per year at the end of the fiscal year and a copy of the auditing report sent to the Myasthenia Gravis Foundation of America, inc., a Non-Profit Membership Corporation of the State of New York.
ARTICLE XI
FISCAL YEAR
The fiscal year of the Cahpter shall begin o the first day of January and end on the last day of December in each year.
ARTICLE XII
AUTHORITY
Robert's Rules of Order Revised shall govern this Chapter in all cases to which they are applicable and in which they are non inconsistent with these by-laws
ARTICLE XIII
AMENDMENTS TO BY-LAWS
These by-laws may be altered, amended or repealed and new by-laws may be adoped by a two-thirds majority of the members present at the annual or general meeting or at any special meeting if at least 14 days written notice is given of intention to alter, amend, repeal or to adopt new by-laws at such meeting.
KNOW ALL MEN BY THESE PRESENTS:
Return to topThat I, the undersigned, the duly elected Chairperson of THE JIM L. WALKER ARIZONA CHAPTER - THE MYASTHENIA GRAVIS FOUNDATION OF AMERCA INC., do hereby certify that the above and foregoing by-laws were duly adopted as the by-laws of said Chapter on the 29th day of January 2000.
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