BY-LAWS OF AMERICAN MYALGIC ENCEPHALOMYELITIS AND CHRONIC FATIGUE SYNDROME SOCIETY, INC.
ARTICLE I – GENERAL PROVISIONS
- Articles of Organization. These By-laws, the powers of the Society and of its Members and Directors and Officers, and all matters concerning the conduct and regulation of the affairs of the Society shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.
- Corporate Name. The name and title of this organization shall be the American Myalgic Encephalomyelitis and Chronic Fatigue Syndrome Society, Inc. (the “American ME and CFS Society” or the “Society”), where Myalgic Encephalomyelitis may be abbreviated to “ME” and Chronic Fatigue Syndrome may be abbreviated to “CFS” (together “ME and CFS”).
- Location. The principal office of the Society in the Commonwealth of Massachusetts shall initially be located at the place set forth in the Articles of Organization of the Society.
- Fiscal Year. The fiscal year end of the Society shall be the 31st day of December in each year.
- Corporate Seal. The seal of the Society shall be circular in form, bearing the inscription, “American ME and CFS Society – 2016.” The Treasurer shall have custody of the seal and may affix it (as may any other Officer so authorized by the Directors) to any instrument requiring the corporate seal. The Directors may adopt and alter the seal of the Society.
- Gender Neutrality. Whenever used in these By-laws and/or in the Society’s Articles of Organization, all pronouns and nouns are intended to be gender neutral and to refer to all persons, regardless of how they classify their personal gender identity. Without limiting the meaning in the foregoing statement of intent, whenever used in these By-laws and/or the Society’s Articles of Organization, the pronouns “she” or “her” or “hers”, when appropriate, shall be construed to mean also “he” or “him” or “his” and also “they” or “their” or “theirs”, and the word “Chair” or “Director” and similar nouns shall be construed to refer to the persons then holding such office(s), regardless of their personal gender identity.
ARTICLE II – PURPOSES
The American ME and CFS Society, Inc. is a charitable, non-profit organization, incorporated under the applicable laws of the Commonwealth of Massachusetts including, but not limited to, M.G.L. c. 180, s. 4, et seq. and subject to the rules and regulation of Section 501 (c)(3) of the Internal Revenue Code or corresponding section of any applicable future, federal tax code. The Society shall have the purposes stated in its Articles of Organization, as they now exist or are hereafter amended.
Purposes of the Society include the following:
- To engage in any lawful activity, none of which is for profit, and to engage in the foregoing specified purposes to the extent permitted in accordance with M.G.L. c. 180 and by Section 501 (c)(3) of the Internal Revenue Code;
- To act as a clearinghouse for information; to assist persons suffering from ME or CFS and to assist the families and friends of those persons afflicted with such diagnosis to better understand and cope with all of the effects and ramifications thereof;
- To promote communication among various agencies, institutions and concerned individuals who may be able to assist persons suffering with ME or CFS;
- To promote research and funding for research for ME and CFS; that seeks to determine the sources of these illnesses, their causes, their management, treatment and eventual cure and prevention; and
- To obtain and provide the means and funds necessary to carry out the foregoing objectives on a strictly charitable, non-profit basis.
ARTICLE III – MEMBERSHIP
- Qualification for Membership: Membership shall be open to all persons who are willing to join the Society.
- Revocation of Membership: The Executive Committee may determine, at its sole discretion in accordance with these By-laws, that a prospective or present Member does not subscribe to the purposes of the Society or, that by his or her actions, is causing undue harm to the Society and, as a result, should be denied membership or have his or her membership revoked. The Executive Committee may also choose to make such memberships conditional, i.e. that the Member would agree to meet the terms of behavior.
- Membership List: The Society shall maintain at its usual place for the conduct of its administrative and office activities and at such other place as may be designated by the President and Treasurer of the Society, a list of the names and contact details of its Members which may include an email address, a correspondence address and a contact telephone number. The membership list shall be held with the strictest confidence by the Society and in accordance with all prevailing laws and regulations in Massachusetts pertaining to data protection. The list shall be held by the Board and shall be used by authorized Society Officers only for the direct business of the Society. Under no circumstances, nor under any terms, shall the membership list be provided to any external person or organization.
- Membership Dues: Annual membership dues will be proposed by the Executive Committee and agreed by the Board. A quorum for such a vote shall be two-thirds (2/3) of the Board and accomplished only by a majority vote of two-thirds (2/3) of the Directors present at the meeting. The Board may allow membership status to any person or persons desiring such membership who by reason of undue financial hardship are unable to afford their membership dues on such terms as the Board may direct.
- Appeal of Membership Status:
- a) A person whose membership has been denied, suspended, revoked or made conditional by the Society may appeal the decision to the Board, which shall consider the appeal at its next regularly scheduled meeting. At the Board meeting, the Executive Committee shall make a report of the reasons for its decision. The individual appealing may ask to be heard by the Board, but shall be afforded such opportunity only upon the concurrence of one-third (1/3) of the Directors present at the meeting after the quorum required for regular business of the Board has been reached.
- b) The Board will discuss and decide upon the denial, suspension, revocation or conditional membership according to the following procedure: a quorum for such a vote shall be according to the quorum for regular business (pursuant to Article VI herein), and decision on appeal will only be accomplished by a majority of two-thirds (2/3) of the votes cast.
- c) Membership denial, suspension, revocation or conditional membership shall be determined by the Board only for just cause as a result of a conscientious finding that the individual does not subscribe to the purposes of the Society or is by his or her actions causing undue harm to the Society.
ARTICLE IV – POWERS OF MEMBERSHIP
- Involvement of Members: The Board must ensure that Members are provided with appropriate opportunities to be involved in the Society and to provide feedback on the strategy, business and priorities of the Society.
- Nomination and election of Board Members: Members are collectively entitled to nominate and elect up to four Directors-at-Large to sit on the Board. If, however, a simple majority of Members do not vote for a given seat, then the Board will be entitled to nominate and elect such individuals to the Board as required to carry out its business.
- Membership survey: The Board will ensure that a survey is issued to all Members by the Executive Committee on at least an annual basis and at least sixty (60) days prior to the annual Board meeting. The purpose of the survey must be to obtain feedback from Members and to provide an opportunity for Members to make proposals and suggestions to the Board. The Executive Committee must collate and review all of the survey responses and prepare a thorough summary of the results for the annual Board meeting, together with appropriate proposals and recommendations to be considered at the annual Board meeting to address the feedback from Members.
- Petition to the Board: Members will also have the opportunity to petition the Board at any time and on any matter and the Board will ensure that an appropriate process is available for Members to present such petition. Any petition supported by at least ten percent (10%) of the membership must be duly considered by the Board and the Board must provide written feedback explaining any decisions made in relation to the petition.
ARTICLE V – GOVERNANCE
The Society will be managed by the:
- Executive Committee;
- Scientific and Medical Advisory Board;
- Advocacy Advisory Board;
- Advisory Board of local and regional groups; and
- Any other group that may be created by the Executive Committee from time to time.
The Board shall have overall responsibility for the Society. The day to day activities of the Society shall be the responsibility of the Executive Committee which will be accountable to the Board. The Advisory Boards shall be created by the Executive Committee and shall consider appropriate matters depending on their respective purpose and each Advisory Board shall provide updates and recommendations to the Executive Committee and the Board. The regional groups shall represent the views of their regional Members.
For the avoidance of doubt, no Director or Officer will receive any remuneration in exchange for their role on the Executive Committee or the Board.
ARTICLE VI – BOARD OF DIRECTORS
- Requirements: All Members of the Board must be a Member of the Society and in good standing.
- Board Members: The Board shall consist of a maximum of twelve (12) directors and include the following:
- Executive Committee: Each of the initial Executive Committee Members appointed on incorporation shall be appointed to the Board for an initial two (2) year period. Subsequent Executive Committee Officers shall be elected by the Board.
- Area Directors: Each Advisory Board shall select (by consensus or simple majority vote) a representative who will sit on the Board. If the representative cannot attend, the Advisory Board should select an alternative.
If an Advisory Board representative does not attend, in person or by phone, at least one of the next two Board meetings then the Executive Committee may invite a replacement from the relevant Advisory Board. Representation may be reviewed annually on the basis of attendance during the previous year or for cause.
- Directors-at-Large: Up to a total of four (4) Directors-at-Large shall be appointed at the Annual Meeting of the membership. Any Member of the Society may put themselves forward to the Clerk for election. The Clerk will collate and circulate a list of the nominees for election and the four (4) nominees with the most Member votes will be elected as Directors-at-Large. Term of office of the Directors-at-Large shall be two (2) years with the opportunity for reelection. If, however, a simple majority of Members do not vote for a given seat, then the Board will be entitled to nominate and elect such individuals to the Board as required to carry out its business.
- Powers: The Board shall authorize the program of the Society, provide for its financing through the adoption of an annual budget and fundraising strategy; establish policies; determine the eligibility of membership qualifications within the guidelines set forth herein, and have all other powers, privileges and obligations vested by law or vested in the Society’s Board as provided in the By-laws and/or the Society’s Articles of Organization.
- Composition of the Board: Prior to the election of new directors to the Board, the Board must collectively review the skills and experience of the current directors and nominees to ensure that there is an appropriate balance of expertise to act in the best interests of Members and to further the aims of the Society. Where necessary the Chairman may discuss the skills and experience of nominees with Members and/or the Advisory Board with a view to respecting both the right of the relevant party to nominate and furthering the purposes of the Society.
- Annual Meeting of the Board: An annual meeting of the Board shall be held each year at such time and place as shall be fixed by the Board, for the election of Directors and Officers and for the transaction of such other business as may properly come before the meeting.
- Special Meetings of the Board: (meetings not scheduled in advance by the Board) may be called by:
- a) The President,
- b) The Chairman,
- c) By any two Officers, or
- d) Upon request of 25% of the Directors.
- Notification of Meetings: The Clerk shall notify the Directors of the date, time and place of Board Meetings (both regular and special meetings) at least ten (10) days prior to the scheduled meeting date. The proposed agenda for the Board Meeting shall be included in the meeting notice. The notice by mail or e-mail shall be considered delivered when deposited in the U.S. mail or sent by e-mail and addressed to the Director at his or her address as it appears in the records of the Society. If said mailing is by U.S. mail, it is to be by postage pre-paid U.S. mail.
- Quorum and Voting:
- Quorum: The quorum for conducting regular Board business shall be one quarter (1/4) of the Board membership.
- Voting: A simple majority of votes will be sufficient to carry questions of regular business.
- Action without Meeting: Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if all the Directors consent to the action in writing, including email, and the written consents are filed with the records of the meetings of directors. Such consents shall be treated for all purposes as a vote at a meeting.
- Opposing Action: A Director opposed to an action that is proposed to be taken by unanimous consent, or uncertain about the desirability of that action, may compel the holding of a Board meeting to discuss the matter simply by withholding his consent.
- Participation: Members of the Board may participate in a meeting by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
- Resignation and Removal:
- A Board Member may resign at any time by submitting a written letter of resignation.
- Any Director may be removed from the Board, with cause, provided such Board Member, in the event of proposed removal, shall first have an opportunity to be heard.
- A quorum for such removal shall be one-third (1/3) of the full Board. Removal will only be accomplished by two-thirds (2/3) of votes cast.
- Additionally, any Director may be removed from the Board for failing to attend meetings without notifying the Clerk in advance. Sickness and travel difficulties may be considered adequate excuses. Removal shall be effected according to the provision of this section. The Board Member to be removed need not be present for such a removal vote to take place.
- A vacancy among the Directors may be filled at the next annual election.
ARTICLE VII – EXECUTIVE COMMITTEE
- Composition of the Executive Committee: There will be an Executive Committee and at commencement it shall consist of the:
- Vice President
- Chairman of the Board
- Treasurer; and
- Term: The term of the Executive Committee Members shall be for two (2) years with the opportunity for re-election by the Board. Any Member of the Board may nominate themselves for appointment to the Executive Committee.
- Powers: The Executive Committee shall be responsible for the day to day running of the Society as directed by the Board.
- Executive Committee Meetings: The Executive Committee shall hold regular meetings at a time and place to be fixed by the Clerk. The President, or in the absence of the President, the Vice President, may also schedule regular Executive Committee meetings as necessary.
- Notice of regular Executive Committee meetings: Notice must be provided to each committee Member by telephone or e-mail by the Clerk or Acting Clerk as designated by the Board at least seven (7) days prior to the meeting date.
- Special Meetings (Special meetings are those meetings not scheduled as regular meetings and which are convened according to the following procedures): In order to call such a meeting three (3) or more Members of the Executive Committee shall contact the Clerk by telephone, or, if they choose, by letter or email. The Clerk shall then be required to consult with all the Members of the Executive Committee in order to determine a mutually agreeable time, date, and place for the meeting. During such consultations the Clerk shall also communicate the reason the meeting has been called. Furthermore, the Clerk shall send a written notice of the meeting to all Executive Committee Members.
- Quorum: A quorum of the Executive Committee shall require all Members.
- Voting: Voting on questions that cannot be decided by consensus will be decided by a simple majority of those present with the exception that a vote to bind the Society must be carried by a majority vote of the entire Executive Committee.
- Action without Meeting: Any action required or permitted to be taken at any meeting of Executive Committee may be taken without a meeting if all the Executive Committee Members consent to the action in writing, including email and the written consents are filed with the records of the meetings of the Executive Committee. Such consents shall be treated for all purposes as a vote at a meeting.
- Withholding Consent: An Executive Committee Member opposed to an action that is proposed to be taken by unanimous consent, or uncertain about the desirability of that action, may compel the holding of an Executive Committee meeting to discuss the matter simply by withholding his consent.
- Participation in a meeting: Members of the Executive Committee may participate in a meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting. A quorum and majority of the Executive Committee may authorize the execution of a proxy.
- Denial, suspension, or revocation of membership: The Executive Committee may, for cause, deny an application for membership, or suspend or revoke a present membership, or make membership conditional on certain terms of behavior. Causes for such action occurs if the Executive Committee finds that the applicant or Member does not subscribe to the purposes of the Society, or is by his or her actions, causing undue harm to the Society.
ARTICLE VIII – DUTIES OF OFFICERS OF THE EXECUTIVE COMMITTEE
- President: The President shall have the responsibilities set out below, and in no circumstance shall the President exceed any statutory or lawful limits of his or her office. The responsibilities of the President are to:
- Be the external representative of the Society;
- Execute the orders of the Society, the Board and the Executive Committee;
- Be an ex-officio Member, without vote, of all committees;
- Generally perform all necessary duties as President of the Society;
- Submit a report to the Board and to Members of the Society at each annual meeting.
- Vice President: The duties of the Vice-President(s) shall be to perform the duties of the President in his or her absence or incapacity and to generally assist the President in the exercise of his or her duties.
- Chairman of the Board: The Chairman of the Board of the Society shall chair all meetings of the Board and the Executive Committee and work with the Clerk to plan meetings, coordinate actions and be the main internal point of contact for the Society.
- Clerk: The Clerk of the Society shall keep the minutes of the Society meetings, the minutes of the meetings of the Board, and shall be responsible for the performance of such other duties as may pertain to this office.
- Treasurer: The Treasurer shall be approved by the Executive Committee for the discharge of his or her duties. The Treasurer shall keep in safe custody all monies, funds, and property of the Society. All monies shall be deposited in a financial institution federally insured and designated by the Executive Committee in the name of and to the credit of the Society. The establishment and the maintenance of the books of account of the Society shall be his or her responsibility and must be kept to a reasonable standard of accounting practice taking into account the nature of the Society. He or she shall receive and give receipts for monies due and payable to the Society, and make timely deposits to the designated financial institution, or if more than one has been approved, institutions. A report in writing stating the accounts of the Society shall be presented to the regular meetings of the Board and the Finance Committee whenever requested. All accounting records shall be the property of the Society and shall be subject to the control of its Board.
- Signatures: The Treasurer shall maintain both a checking and savings account. The Treasurer shall maintain in the checking account a balance of not greater than $10,000. In order to withdraw funds from the savings account the signatures of two Officers on the withdrawn slip shall be required and the Treasurer must ensure that the decision of the Board to authorize the expenditure has been duly made, recorded and documented.
ARTICLE IX – RIGHTS OF PARTICIPATION
No person shall be denied the services of the facilities of the Society, or be excluded from membership and participation because of race, age, color, sex, religion, handicap, or national origin, or discrimination of any kind, which discrimination is expressly prohibited. Further, if for any reason(s), as determined by the Board, an applicant or applicants for membership is financially unable to pay for normal membership, the majority of the Board in any one or more instances may grant membership to any one or more applicants so qualifying and waive or defer the requirement of payment of membership dues, in whole or in part, in any one or more of the Society’s fiscal year(s).
ARTICLE X – AMENDMENTS
Amendments: These by-laws may be amended at a Board meeting provided:
- a) The Clerk sends a notice of the meeting and a copy of the proposed amendments to each Board Member at least ten (10) days in advance of the meeting; and
- b) That a quorum of the Board for voting on amendments shall be one-half (1/2) of the full Board membership; passage of an amendment shall require a two-thirds (2/3) majority of votes cast.
ARTICLE XI – INDEMNIFICATION
Except as otherwise provided below, the Society shall, to the extent legally permissible, and only to the extent that the status of the Society as an organization exempt under Section 501(c)(3) of the Internal Revenue Code is not adversely affected thereby, indemnify each person who is, or shall have been, a Director or Officer of the Society, or who serves at its request as a Director or Officer of another organization or in a capacity with respect to any employee benefit plan (each such person being herein called a “Person”), against all liabilities and expenses (including judgments, fines, penalties and reasonable attorneys’ fees and all amounts paid, other than to the Society, in compromise or settlement) imposed upon or incurred by such Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he or she may be a defendant or with which he or she may be threatened or otherwise involved, directly or indirectly, by reason of his being or having been such a Person.
The Society shall provide no indemnification with respect to any matter as to which such Person shall be finally adjudicated in any action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Society. Any Person who at the request of the Society serves another organization or employee benefit plan in one or more of the above indicated capacities and who shall be finally adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interest of such other organization or in the best interest of the participants or beneficiaries of such employee benefit plan shall be deemed not to have acted in such manner with respect to the Society. The Society shall provide no indemnification with respect to any matter settled or compromised, pursuant to a consent decree or otherwise, unless such settlement or compromise shall have been approved as in the best interests of the Society, after notice that indemnification is involved, by (1) a disinterested majority of the Board of Directors, or (2) if there are no disinterested directors, by independent legal counsel representing the Society and appointed by a majority of the Directors then in office.
Indemnification may include payment by the Society of expenses in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding upon receipt of an undertaking by such Person to repay such payment if it is ultimately determined that such Person is not entitled to indemnification under Section 6 of Chapter 180 of the Massachusetts General Laws or pursuant to the provisions of the preceding paragraph. Such an undertaking may be accepted without reference to the financial ability of such Person to make repayment.
As used in this Article XI, the terms “Director” and “Officer” include their respective heirs, executors, administrators and legal representatives, and an “interested” director or Officer is one against whom in such capacity the proceeding in question or another proceeding on the same or similar grounds is then pending.
The right of indemnification provided in this Article XI shall not be exclusive of or affect any other rights to which any director or Officer may be entitled under any agreement, statute or otherwise. The Society’s obligation to provide indemnification under this Article XI shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Society or any other person (if any). Nothing contained in this Article XI shall affect any rights to which Society personnel other than directors or Officers may be entitled by contract or otherwise.
ARTICLE XII – EXCULPATION; NO PERSONAL LIABILITY
No Director or Officer shall be personally liable to the Society for monetary damages for breach of fiduciary duty as a Director or Officer notwithstanding any provision of law imposing such liability; provided, however, that the liability of a Director or Officer, to the extent that such liability is imposed by applicable law, shall not be eliminated (1) for any breach of the Director’s or Officer’s duty of loyalty to the Society, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (3) for any transaction from which the Director or Officer derived an improper personal benefit. The Directors and the Officers of the Society shall not be personally liable for any debt, liability or obligation of the Society. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the Society may look only to the funds and property of the Society for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Society. No amendment or repeal of this Article 4(j) shall deprive a Director or Officer of this benefit for acts or omissions prior to such amendment or repeal.
ARTICLE XIII – CONFLICT OF INTEREST
The Board shall ensure that a Conflict of Interest policy is adopted at the first full meeting of the Board and reviewed on at least an annual basis. Adherence to the policy must be considered at every meeting of the Board and shall be the responsibility of the Chairman. The Conflicts of Interest policy must be designed to avoid and mitigate any conflicts of interest and must include an appropriate process to deal with any conflicts of interest and breaches of the policy.
As a minimum the Conflicts of Interest policy shall require that:
- No Officer or Member of the Board shall have been employed by the Federal government, or by a pharmaceutical or insurance company in the private sector.
- No Officer of the Society shall be entitled to any remuneration arising from their period in office. The Executive Committee may employ and remunerate individuals to further the objectives of the Society.
- No Officer or Member of the Board shall receive compensation in cash or in kind from the Federal government, or from a pharmaceutical or insurance company in the private sector while serving his or her term.
- The Society shall not receive money in the form of grants or donations from the Federal government, or from a private sector pharmaceutical or insurance company.
- Donations from organizations or individuals made to the Society, or monies paid from outside sources to Members of the Board or Officers of the Society do not imply a quid pro quo, endorsement, promotion, or any other kind of favor or right.
- In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors, who are considering the proposed transaction or arrangement.
Whenever a Member of the Board or Officer has a financial or personal interest in any matter coming before the Board, the affected person shall
- a) fully disclose the nature of the interest, and
- b) withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested Directors determine that it is in the best interest of the Society to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.
If the Board has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose.
If, after hearing the interested person’s response and after making further investigation as warranted by the circumstances, the Board determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE XIV – DISSOLUTION
The Society may be dissolved pursuant to Chapter 180, Section 11A of the Massachusetts General Laws. Upon the liquidation or dissolution of the Society, after payment of all of the liabilities of the Society or due provision therefor, all of the assets of the Society shall be distributed pursuant to said Chapter 180, Section 11A, to one or more organizations with similar purposes to the Society and exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, as determined by the directors of the Society. Any such assets not so disposed of shall be disposed of by the Supreme Judicial Court of the Commonwealth of Massachusetts, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.