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The name of this corporation shall be National Birth Defects
Prevention Network Inc. (sometimes referred to herein as “NBDPN”
or the “Network”).
. The registered
office shall be in the County of New Castle, State of Delaware.
. The corporation
also may have offices at such other places both within and without
the State of Delaware as the Executive Committee may from time to
time determine or the business of the corporation may require.
The mission of NBDPN is to promote charitable
activities within the meaning of Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended (the “Code”), by establishing
and maintaining a national network of state and population-based
programs for birth defects surveillance and research to assess the
impact of birth defects upon children, families, and health care;
by identifying factors that can be used to develop primary prevention
strategies; and by assisting families and their providers in the
prevention of secondary disabilities.
The objectives of the NBDPN are to:
- Improve the quality of birth defect surveillance
data.
- Promote scientific collaboration for the prevention
of birth defects.
- Provide technical assistance for the development
of uniform methods of data collection.
- Facilitate the communication and dissemination
of information related to birth defects.
- Collect, analyze, and disseminate state and
population-based birth defect surveillance data.
- Encourage the use of birth defect data for
decisions regarding health services planning, including the prevention
of secondary disabilities.
All business of NBDPN shall be conducted in a
manner that is consistent with its qualification as an organization
described in Section 501(c)(3) of the Code.
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A.There shall be two classes
of members of the corporation: participating members (“Participating
Members” or “Participating Membership”) and
associate members (“Associate Members”). (Participating
Members and Associate Members, collectively, shall hereinafter
be referred to as the “members” or the “membership”.)
B.The Participating Members
of the NBDPN shall consist of individuals with an interest in
and a commitment to the above mission. They might include individuals
from state or local birth defect programs, university research
projects, national organizations, and parent support groups. They
also include liaisons who are representatives of organizations
and who act as a contact between that organization and NBDPN in
order to communicate information between them. Liaisons are appointed
as such upon the Executive Committee’s request and approval.
C. Associate Members shall
be members of organizations with national interests (e.g. selected
staff at the Centers for Disease Control and Prevention (“CDC”)
or the national March of Dimes), who are appointed upon the Executive
Committee’s request and approval for a two-year term, and
who serve at the pleasure of the Executive Committee. All Associate
Members shall also be part of the Executive Committee, as more
fully set forth in Article VI. Associate Members have all rights
of the Participating Membership except they may not hold an elected
officer position or be an appointed officer of NBDPN.
D. Membership in the NBDPN
is not transferable or assignable.
A. Each member of the NBDPN
shall be entitled to one vote on each matter submitted to a vote
of the membership. Items to be voted on include officer elections,
and occasionally other NBDPN business, including budgetary/fiscal
matters.
B. Only Participating Members
are eligible to hold a NBDPN office (as defined in Article VI).
C. Any member may serve on
a committee, hold a committee chair, and vote on committee business.
Whenever possible, committees should be chaired by Participating
Members.
A. Application. Application
for Participating Membership shall be made to the Membership
and Elections Committee which may appoint a CDC liaison to receive
Participating Membership applications. An application for Participating
Membership may be submitted at any time. Applicants meeting the
requirements set forth in Section 1 of this Article of the Bylaws
shall be entitled to all the rights and privileges of Participating
Membership provided that dues, if any, are paid in full.
B. Dues. The dues schedule
shall be determined by the Executive Committee (see Article VI),
based on the financial needs of the NBDPN, and approved by a majority
of a quorum of the voting members. Dues, if applicable, shall
be payable within 60 days after the receipt of an invoice (either
electronic or paper).
C. Renewal. Renewal of NBDPN
Participating Membership will be required every two years, at
which time Participating Members seeking renewal must complete
and submit a membership application for the next two-year period.
A renewal application implies a continuing interest in and commitment
to the NBDPN mission. Notwithstanding the foregoing, all Participating
Members seeking continuing membership beyond year 2000 must complete
and submit a membership application for the two-year period beginning
January 1, 2001. Associate Members are reappointed for a term
of two-year's duration at the pleasure of the Executive Committee.
The Executive Committee in its sole discretion may make specific
exceptions to the requirement set forth in the previous sentence.
A. A roster or
directory of NBDPN members will be maintained and updated in
a database managed by a CDC liaison and coordinated through
the Membership and Elections Committee.
B. The Membership
and Elections Committee will ensure that an updated roster of
NBDPN members is made available to members when the NBDPN calls
for nominations for its elected offices and positions, and before
the annual meeting. The listing will be made available on the
NBDPN website and/or by other means determined by the Membership
and Elections Committee.
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A meeting of the members shall
be held each calendar year, at such date, at such time, and at such
place as shall be designated from time to time by the Executive
Committee and stated in a written notice of the meeting. Members
shall transact such business as may properly be brought before the
meeting. Such written notice shall be given to each member entitled
to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting. In lieu of an annual meeting, members
have the right to take action by consent according to DGCL, Section
228.
Special meetings of members for any purpose, unless
otherwise prescribed by statute or by the Certificate of Incorporation
of the corporation, may be called at any time by the NBDPN President
with prior approval of the Executive Committee. Written notice of
a special meeting stating the place, date, and time of the meeting,
and the purpose or purposes for which the meeting is called, shall
be given not less than ten nor more than sixty days before the date
of the meeting, to each member entitled to vote at such meeting.
Business transacted at any special meeting shall be limited to the
purpose stated in the notice.
There shall be at least
four meetings held each year by the Executive Committee. Meetings
may be held in person, by telephone, by mail, or by interactive
e-mail or video. Regular meetings must have a minimum notice of
five business days.
A. General Voting Issues. Examples
of NBDPN business that might require official voting include officer
elections, budgetary or fiscal matters, issues not resolved by
consensus, important NBDPN business presented to members by the
Executive Committee, and other official NBDPN business.
B. Quorum (i.e., the minimum
number of members required to conduct business at an official
NBDPN meeting or for other specified NBDPN issues). For Executive
Committee meetings/business, a majority of the members of the
Executive Committee shall constitute a quorum for the transactions
of business. This will be measured by counting the number of votes,
since some members of the Executive Committee may serve dual roles
(e.g., Officer and Committee Chair). For all other NBDPN business
(e.g., annual meeting, standing committee meeting, or other situations
that require membership voting), a quorum of three members is
required for voting or conducting business.
C. Voting Process. For any
vote for which a quorum is present, a majority of the members
entitled to vote at such meeting who are in attendance shall decide
any question brought before such meeting, unless the question
is one on which, by express provision of Delaware statutes or
the Certificate of Incorporation, a different vote is required,
in which case such express provision shall govern and control
the decision of such question. When there is a tie vote, a coin
toss or similar method will be used, with written documentation
from two witnesses.
Whenever, under the provisions of Delaware
statutes or the Certificate of Incorporation or these bylaws, notice
is required to be given to any NBDPN member or committee member,
it shall not be construed to mean personal notice, but such notice
may be given in writing, by mail, addressed to such member or committee
member, at his or her address as it appears on the NBDPN membership
records, with postage thereon prepaid, and such notice shall be
deemed to be given at the time when the same is deposited in the
United States mail. Notice to any committee member may also be given
by telegram or electronic mail. Whenever any notice is required
to be given under the provisions of Delaware statutes or the Certificate
of Incorporation or these bylaws, a waiver thereof in writing, signed
by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
Unless otherwise provided in the Certificate of Incorporation,
any action required to be taken at any annual or special meeting
of members of the corporation or the Executive Committee, or any
action which may be taken at any annual or special meeting of such
members or committee, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing setting forth
the action so taken shall be signed by all the members entitled
to vote with respect to the subject matter thereof. Prompt notice
of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those members or
committee members, as the case may be, who have not consented in
writing.
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A. Officers. There shall be
four NBDPN officers: President, President-Elect, Secretary-Treasurer,
and Immediate Past President. The two elected officers of the
NBDPN shall be President-Elect (who shall also serve as Vice President)
and Secretary-Treasurer. At the beginning of each new fiscal year
(a fiscal year is January 1- December 31) the office of President
is assumed by the President-Elect from the previous year, and
the office of Immediate Past President is assumed by the President
from the previous year. The initial officers of the NBDPN shall
be the officers of the unincorporated Network as of the date of
incorporation. The Executive Committee may appoint such other
officers and agents as it shall deem necessary who shall hold
their offices for such terms and exercise such powers and perform
such duties as shall be determined from time to time by the Executive
Committee.
B. Elected, but non-Officer, Position.
Each election year, one Participating Member is elected from the
membership to fill the position of Member-At-Large .
C. Term of Office. Officers
and other elected positions shall take office on January 1 and
serve until December 31. A term of office or elected position
consists of one year.
D. Number of Terms. An NBDPN
officer and other elected positions may serve only one (1) one-year
term in the same office or elected position, unless a variance
is approved by the Executive Committee.
E. An NBDPN officer (President,
President-Elect, Immediate Past President, Secretary-Treasurer)
or other elected positions (i.e., Member-at-Large) may hold only
one of these positions at one time.
F. [Salaries and Expenses]
(reserved)
A. The President-Elect shall
immediately assume the duties of a vacated Presidential office
and shall remain in the office for the unexpired term and through
the next NBDPN year, which would be such person’s normal
term as President.
B. A vacated and unexpired
term of President-Elect shall be filled by Executive Committee
appointment and the person so appointed shall remain in office
only for the unexpired term.
C. A vacated and unexpired
term of the Secretary-Treasurer shall be filled by Executive Committee
appointment and the person so appointed shall remain in office
only for the unexpired term.
D. A vacated and unexpired
term of the Immediate Past President shall be filled by Executive
Committee appointment, if deemed necessary, and the person so
appointed shall remain in office only for the unexpired term.
E. A vacated and unexpired
term of an elected position (i.e., Member-at-Large) shall be filled
by Executive Committee appointment, if deemed necessary, and the
person so appointed shall remain in office only for the unexpired
term.
A. The President shall preside
at all meetings of the members and the Executive Committee, shall
handle external correspondence, shall delegate tasks to other
officers of the corporation, shall see that all orders and resolutions
of the Executive Committee are carried into effect, and shall
perform the duties that usually pertain to this office. When so
directed by the Executive Committee, the President shall execute
bonds, mortgages, and other contracts requiring a seal, under
the seal of the corporation, except where required or permitted
by law otherwise to be signed and executed and except where the
signing and execution thereof shall be expressly delegated by
the Executive Committee to some other officer or agent of the
corporation. The President shall also be responsible for making
recommendations to the Executive Committee about appointing Associate
Members to the NBDPN.
B. The President-Elect acts
as Vice President and shall perform the duties and exercise
the functions of the President during the President’s
absence and, when so acting, shall have all the powers of and
be subject to all the restrictions of the President. The President-Elect
shall perform such other duties and have such other powers as
the Executive Committee may from time to time prescribe. Furthermore,
the President-Elect becomes President when the current President’s
term is over or if the President vacates the office. The President-Elect
is strongly encouraged to serve on the Membership and Elections
Committee, in preparation for assuming the role of President
the following year.
C. The Secretary-Treasurer, in the role
of Secretary, shall attend all meetings of the Executive
Committee and all meetings of the members and shall maintain the
records of the NBDPN, determine whether there is a quorum for
each Executive Committee meeting, transcribe and disseminate minutes
of meetings of the Executive Committee within two weeks of such
meetings, review action items (e.g., interim approval or disapproval)
occurring between official meetings, handle internal correspondence,
and maintain documentation to ensure that a history of decision
or action items is maintained for NBDPN (e.g., Log of Associate
Members and liaisons; a file of correspondence received and sent
by NBDPN). The Secretary-Treasurer shall give, or cause to be
given, notice of all meetings of the members and special meetings
of the Executive Committee, and shall perform such other duties
as may be prescribed by the Executive Committee or President,
under whose supervision he or she shall be. The Secretary-Treasurer
shall have access to the corporate seal of the corporation and
shall have authority to affix the same to any instrument requiring
it and, when so affixed, it may be attested by his or her signature.
The Executive Committee may give general authority to any other
officer to affix the seal of the corporation and to attest the
affixing by his or her signature.
D. The Secretary-Treasurer, in the role
of Treasurer, shall have oversight of the receipt, custody,
and disbursement of all NBDPN funds and property, if applicable;
shall be responsible for full and accurate accounts of receipts
and disbursements in books belonging to the corporation; and shall
make certain that all moneys and other valuable effects are deposited
in the name and to the credit of the corporation in such depositories
as may be designated by the Executive Committee. The Secretary-Treasurer
shall arrange for disbursements of the funds of the corporation
as may be ordered by the Executive Committee, taking proper vouchers
for such disbursements, and shall render to the President and
the Executive Committee, at its regular meetings, or when the
Executive Committee so requires, an account of all his or her
transactions as treasurer and of the financial condition of the
corporation. If required by the Executive Committee, the Secretary-Treasurer
shall give the corporation a bond (which shall be renewed every
year) in such sum and with such surety or sureties as shall be
satisfactory to the Executive Committee for the faithful performance
of the duties of his or her office and for the restoration to
the corporation, in case of his or her death, resignation, retirement,
or removal from office, of all books, papers, vouchers, money,
and other property of whatever kind in his or her possession or
under his or her control and belonging to the corporation. The
Secretary-Treasurer shall ensure the corporation’s timely
preparation and filing of financial statements and tax filings.
E. The Immediate Past President
shall preside as President in the absence of both President and
President-Elect. In addition, the Immediate Past President will
chair an Awards Task Force, comprised of the Immediate Past President,
Member-at-Large, President, and two other members they appoint
for terms of one-year duration.
F. The Member-at-Large will
participate fully in Executive Committee business and will communicate
with, seek input from, and represent the greater NBDPN membership.
This individual also will serve on the Awards Task Force.
G. Each Chair of a Standing Committee
will participate fully in Executive Committee business,
and will act as “gatekeeper” and “conduit”
of information (including meeting minutes) flowing bidirectionally
between that committee and the Executive Committee. If a committee
is utilizing a “co-chair” structure, only one of the
co-chairs may represent that committee (e.g. on voting issues)
at a particular Executive Committee meeting.
H. Associate Members represent
and bring expertise from their organizations and may participate
fully in Executive Committee business, except that they may not
serve as NBDPN officers. (They may, however, serve as committee
chairs.)
I. The CDC liaison provides
administrative support to the Executive Committee and Standing
Committees. As delegated by the Secretary/Treasurer, the CDC liaison
will draft minutes of Executive Committee meetings, send them
to the Secretary-Treasurer for final approval within two weeks
of such meetings, forward final minutes to Executive Committee
members, and keep these minutes on file. The CDC liaison maintains
a database of the membership and serves as the contact person
for membership activities.
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A. The number of individuals
that shall constitute the initial Executive Committee shall be
five and shall be appointed by the incorporator of the corporation.
Thereafter, the Executive Committee may fix the number constituting
the whole Executive Committee, from time to time, by adopting
a resolution to such effect.
B. A member of the Executive
Committee may be removed from office or position for cause by
a three-quarters (3/4ths) vote of all other votes of the Executive
Committee then in office or position at a duly called meeting
of the Executive Committee with notice of the proposed removal.
C. Vacancy of an office or
other elected position is described in Article V, Section 2. Vacancy
of a Standing Committee chair is resolved by having the Standing
Committee elect a new chair. Vacancy of an Associate Member is
resolved at the discretion of the Executive Committee. The minimum
number that may constitute the Executive Committee is five; the
Executive Committee is given the authority to appoint Participating
Members, as necessary, to meet this minimum. Vacancies and newly
created positions resulting from any increase in the authorized
number of individuals constituting the whole Executive Committee
may be filled by a majority of the members of the Executive Committee
then in office, though less than a quorum, or by a sole remaining
member of the Executive Committee, and the individuals so chosen
shall hold office until the next annual election and until their
successors are duly elected and shall qualify, unless sooner displaced.
If there are no members of the Executive Committee in office,
then an election of directors may be held in the manner provided
by statute.
D. The members of the Executive
Committee, as set forth below, shall assist with the business
of the NBDPN and may incur expense as described in Article IX
of these bylaws. The Executive Committee will ensure that NBDPN
business is conducted between annual NBDPN meetings and shall
inform the whole NBDPN membership of important issues and decisions.
Non-elected Officers: (offices are “assumed”)
President, Immediate Past-President
Elected Officers: President-Elect, who shall
act as Vice-President, Secretary-Treasurer
Other Elected Position: Member-at-Large from
Participating Membership
Standing Committee Chairs: Annual Meeting,
Data, Education and Outreach, Ethical, Legal, and Social Issues,
Membership and Elections, Neural Tube Defect Surveillance and
Folic Acid Education, Publications and Communications, Surveillance
Guidelines and Standards
Associate Members: (examples) Appointed CDC
representative, Appointed March of Dimes representative, Other(s)
as Deemed Appropriate by Executive Committee
E. The chair of a Standing
Committee may also serve in the dual role of NBDPN officer, except
for Chairs who are Associate Members.
F. Each person on the Executive
Committee has one vote, with the exception of individuals who
serve more than one role on the Executive Committee (for example,
a committee chair who is also an officer or Member-at-Large; see
“C” above). The Secretary/Treasurer will provide notice
to the Executive Committee of those persons who serve more than
one role, and therefore, have more than one vote for Executive
Committee quorum and business. To conduct business in an Executive
Committee meeting, a majority of the votes of the members of the
Executive Committee shall constitute a quorum for the transaction
of business.
G. To conduct Executive Committee
business, each Standing Committee has one vote, even if the committee
has co-chairs.
H. An Associate Member, as
a representative of an agency or organization (e.g., CDC, national
March of Dimes) shall have only one vote when conducting NBDPN
business, unless they are also a Standing Committee Chair, and
then they would have two votes.
I. There is one Member-at-Large
nominated and elected by the NBDPN membership in the annual election,
in a manner similar to the two elected NBDPN officers.
J. Interim approval. The Executive
Committee may approve activities of various NBDPN Committees or
other items that need a timely decision or response between its
regular meetings. This is called "interim approval."
To obtain interim approval of the Executive Committee, the President
or the President’s designee may poll the committee. For
responses to be counted, the voter must send a copy of his/her
response to the Secretary-Treasurer. Interim approval and interim
conditional approval (i.e., approval, as long as the comments
and/or edits given by the Executive Committee member are taken
into consideration before proceeding further with the proposed
action) is implied if a majority of all eligible votes on the
Executive Committee respond in the affirmative. At the next regular
Executive Committee meeting, the Secretary-Treasurer will present
the results of any interim polls, the President or designee will
review any resulting action, and the President will allow further
discussion or voting about the interim approval, if a member of
the Executive Committee so requests. Unless the Executive Committee
rescinds the interim approval, the interim approval will stand.
K. General Powers. The business
of the corporation shall be managed by its Executive Committee
which shall have and exercise full power in the management and
conduct of the business and affairs of the corporation and do
all such lawful acts and things as are not by Delaware statute
or by the Certificate of Incorporation or by these bylaws directed
or required to be exercised or done by the members; provided,
however, that the Executive Committee shall not be authorized
to engage in any activity that would cause the corporation to
cease to qualify as an organization described in Section 501(c)(3)
of the Code.
L. Power to Make Grants. The
making of grants and contributions and otherwise rendering financial
assistance for the purposes of the corporation shall be within
the exclusive power of the Executive Committee. In furtherance
of the foregoing, the Executive Committee shall have the power
to make grants to any organization organized and operated exclusively
for charitable or educational purposes within the meaning of Section
501(c)(3) of the Code, provided that no funds shall be paid to
any officer, director, member, creator, or organizer of the corporation
or substantial contributor to it. The Executive Committee shall
review all requests for funds from other organizations, shall
require that such requests specify the use to which the funds
will be put, and, if the Executive Committee approves any request,
shall authorize payment of such funds to the approved grantee.
The Executive Committee shall require grantees to furnish a periodic
accounting to show that the funds were expended for the purposes
for which they were approved by the Executive Committee. The Executive
Committee may, in its absolute discretion, refuse to make any
grants or contributions or otherwise render financial assistance
to or for any or all of the purposes for which funds are requested.
M. Conflict of Interest. Persons
on the Executive Committee (members, officers, and other elected
positions), have a fiduciary responsibility and duty of loyalty
and good faith to the NBDPN organization. A conflict of interest
exists with respect to a given matter if an Executive Committee
member has a financial and fiduciary interest in an organization
or person who would be affected by the action of the Executive
Committee. No Executive Committee member shall act upon or decide
any matter with respect to which he or she has a conflict of interest.
Anyone who believes that he or she has a conflict of interest
with respect to any matter shall announce to the Executive Committee
the existence of the conflict of interest prior to entering any
discussion on the matter and shall abstain from voting on the
matter. Disclosure of conflict of interest shall be recorded in
the minutes.
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A. Any member of the NBDPN
may serve on any one or more standing committee(s) of his or her
choice. A member of a standing committee serves a two-year term.
B. Any member of the NBDPN
may serve as a chair of a committee on which (s)he serves. Associate
Members are excluded from holding NBDPN office or other elected
position, but they are eligible to serve as committee chairs.
It is preferred that committees be chaired by Participating Members
when possible.
C. At the time of membership
renewal, the NBDPN shall provide the opportunity for members to
express their interest in serving on one or more standing committees;
however, joining a committee is not a requirement for membership.
D. Any member of NBDPN who
is also a member of a standing committee may vote on business
relating to that committee.
E. To vote on a standing committee,
a person must be a member of that committee and also be a member
of the NBDPN.
F. Committee chairpersons are
elected by the committee members. Chairpersons, unless otherwise
indicated, serve in that capacity for one year of the two-year
committee term. Chairs may be re-elected for a second consecutive
year. Chairs may also chair another standing committee.
G. Committee chairpersons (including
co-chairs) shall not serve as such more than two consecutive one-year
terms on a given committee, unless approved by the Executive Committee.
H. The committee members will
determine whether a vice chair should be elected, or whether co-chairs
are needed. If co-chairs are elected, only one of the co-chairs
will conduct business (i.e., voting) at each meeting of the Executive
Committee; however, all of the co-chairs may attend the Executive
Committee meeting. This arrangement is to be agreed upon between
the co-chairs.
I. For the purpose of conducting
or transacting business in standing committee meetings, a quorum
of three persons is required. For all standing committee meetings
(including those conducted electronically or by phone), a majority
vote of those members present is needed to transact committee
business. For a tie vote, a coin toss or similar method will be
used, with written documentation of the outcome from two witnesses.
The Chair of the standing committee will keep the Executive Committee
informed of committee work and major decision items that require
approval from the Executive Committee. Attendance, discussion
items, and the collective decision-making process will be documented
in the minutes of the standing committee.
J. Meetings and the conduct
of committee business should be transcribed and disseminated within
two weeks of a meeting, and these minutes should be provided to
the CDC liaison, who will be responsible for keeping them on file
and forwarding them to the entire Executive Committee. The committee
chair (or co-chair) will ultimately be responsible for approving
and transmitting minutes that result from either committee or
subcommittee meetings. Substantive committee actions and activities
can also be communicated to the membership by newsletter, the
NBDPN e-mail distribution list, and at the annual meeting. This
would be of particular importance to NBDPN members who do not
serve on a committee and therefore do not get reports through
Committee chairs.
K. The Annual
Meeting Committee, consisting of a chair and at least
three other members, shall consider and recommend to the Executive
Committee the dates, agenda, speakers, and informal networking
times for the annual meeting of NBDPN members.
L. The Data
Committee, consisting of a chair and at least three other
members, shall have responsibility for collecting and compiling
state-specific data and for describing state-level programs. This
information will be given annually to the Publications and Communications
Committee for dissemination.
M. The Education and Outreach Committee,
consisting of a chair and at least three other members, shall
establish guidelines that States may utilize to the best of their
individual abilities to assist families and their children with
birth defects.
N. The Membership and Elections
Committee, consisting of a chair and at least three
other members, shall handle applications for NBDPN membership,
keep track of NBDPN membership, publish an annual roster of
Standing and ad hoc committees and their chair(s) and members,
develop procedures for officer nominations in accordance with
Article VIII (resulting in a “representative” slate
of at least three nominees for each office, if possible), and,
pursuant to such procedures, prepare a slate of candidates for
NBDPN offices and for the Executive Committee’s Member-at-Large
position. This committee is also charged with overseeing elections
and with maintaining bylaws in accordance with Article XII.
O. The Neural Tube
Defect Surveillance and Folic Acid Education Committee,
consisting of a chair and at least three other members, shall
focus on activities in the areas of folic acid education and the
use of birth defects surveillance data to monitor and evaluate
neural tube defects prevention programs.
P. The Publications and Communications
Committee, consisting of a chair and at least three other
members, shall have responsibility for issuing the NBDPN newsletter,
for maintaining the NBDPN website, and for the development and
contents of the NBDPN annual report, which will include state-specific
data and articles of general interest, including the information
supplied by the State Data Collection Committee.
Q. The Surveillance Guidelines and Standards
Committee, consisting of a chair and at least three other
members, shall establish guidelines for the collection and reporting
of birth defects data.
R. The Ethical, Legal, and Social Issues
(ELSI) Committee, consisting of a chair and at least
three members, shall establish guidelines that states may use
to protect rights of individuals while also promoting the public
good in birth defects surveillance, research, and prevention.
S. Other committees, either
standing or ad hoc, shall be appointed by the President, as approved
by the Executive Committee, to carry on the work of the NBDPN.
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Through a process and timeline set forth by these
bylaws and the Membership and Elections Committee,
the membership shall elect the NBDPN officers and the Member-at-Large.
A. Each year, open nominations
will be solicited by announcement through a general notice to
the entire Network membership no later than three months prior
to the annual meeting, or by September 30 of said year, whichever
is earlier. Announcement may be made via NBDPN newsletter, Network-wide
mailing (e-mail and/or postal), and/or by other methods identified
by the Membership and Elections Committee.
B. Subject to restrictions
placed upon Associate Members as provided by these bylaws, any
NBDPN Participating Member may self-nominate for Network office
or elected position.
C. Solicitation of nominees
for inclusion on the current year ballot will remain open a minimum
of 15 calendar days after the date of the general Network-wide
notice.
D. In developing a slate of
candidates from those nominated, the Membership and Elections
Committee shall make the final determinations and compile a list
of candidates for each office and other elected positions. In
this effort, said Committee shall strive for diversity among
States by offering a balanced and representative slate of at
least two, and preferably three, candidates for each office and
elected position, if possible. If the number of qualified candidates
for a particular office or elected position is fewer than three,
it is the responsibility of said Committee to search for additional
qualified candidates to nominate from within the membership of
the Network. The Membership and Elections Committee
is to keep the Executive Committee informed of the actions taken.
E. Nominees will be contacted
to confirm acceptance of nomination. Nominees who accept being
placed on the ballot will be requested to supply to the Committee
a brief biographical sketch for insertion into the ballot.
A. Ballots will
be mailed via postal service or e-mail to all Network members
one month prior to the annual meeting or by November 30 of said
year, whichever is earlier. Network members will have a minimum
of two calendar weeks to submit votes to the Membership and
Elections Committee.
B. Elected officers
and other elected positions will be presented at the annual meeting,
announced in a general Network-wide mailing, and/or announced
to the Network in a manner to be determined by the Membership
and Elections Committee. New officers and positions take effect
on January 1, as described in Article V.
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Expense may be incurred by authorization of a
majority of the votes of the Executive Committee members.
A. Dissolution or Liquidation.
In the event of the liquidation, dissolution, or winding up of
the affairs of the corporation, whether voluntary, involuntary,
or by operation of law, the Executive Committee of the corporation
shall, except as otherwise may be provided by law, transfer all
of the assets of the corporation in such manner as the Executive
Committee, in the exercise of its discretion, may by a majority
vote determine; provided, however, that upon said liquidation,
dissolution, or winding up of the affairs of the corporation,
its assets shall be distributed to (i) one or more organizations
or entities described in Section 501(c)(3) of the Code; or (ii)
to the federal government, or a state or local government for
a public purpose; or (iii) if pursuant to a decree of a court
with jurisdiction, to another organization to be used in such
manner as, in the judgment of such court, will best accomplish
the general purposes for which the corporation is organized.
B. Annual Statement. The Executive
Committee shall present at each annual meeting, and at any special
meeting of the members when called for by vote of the members,
a full and clear statement of the business and condition of the
corporation.
C. Contracts. The Executive
Committee may authorize any officer or officers or agent or agents
of the corporation, in addition to the officers so authorized
by these bylaws, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation,
and such authority may be general or may be confined to specific
instances.
D. Checks. All checks, drafts,
or orders for the payment of money, and notes of the corporation
or other evidences of indebtedness issued in the name of the corporation,
shall be signed by such officer or officers or such other person
or persons, and in such manner, as the Executive Committee from
time to time may determine by resolution. In the absence of such
determination by the Executive Committee, such instruments shall
be signed by the Secretary-Treasurer and countersigned by the
President of the corporation.
E. Deposits. All funds of the
corporation shall be deposited from time to time to the credit
of the corporation in such banks, trust companies, or other depositories
as the Executive Committee may select; provided, however, that
this Paragraph E shall not be construed as allowing the Executive
Committee to authorize the retention of any funds in any manner
that would prevent the corporation from continuing to be exempt
from federal taxation under Section 501(c)(3) of the Code.
F. Gifts. The Executive Committee
may accept on behalf of the corporation any contribution, gift,
bequest, or devise for any purpose of the corporation; provided,
however, that this Paragraph F shall not be construed as allowing
the Executive Committee to accept any gifts in any manner that
would prevent the corporation from continuing to be exempt from
federal taxation under Section 501(c)(3) of the Code.
G. Fiscal Year. The fiscal
year of the corporation shall end on the last day of December
in each year unless the Executive Committee shall determine otherwise.
H. Seal. The corporate seal
shall have inscribed thereon the name of the corporation, the
year of its organization, and the words “Corporate Seal,
Delaware”. The seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
I. Indemnification. The corporation
shall indemnify its officers and directors to the full extent
permitted by Delaware law.
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The rules contained in the current
edition of Robert’s Rules of Order, Newly Revised, shall govern
the NBDPN in all cases to which they are applicable and in which
they are not inconsistent with these Bylaws and any special rules
of order the NBDPN may adopt.
A. The initial five members
of the Executive Committee appointed by the incorporator have
adopted these Bylaws as the Bylaws of this corporation.
B. A copy of the Bylaws will
be available to any member at annual meetings, through the NBDPN
website, and/or upon request to the Membership and Elections
Committee.
A. These Bylaws may be amended
at any time by a majority of the votes of the Executive Committee,
followed by the specified revision being carried out by the Membership
and Elections Committee; provided, however, that no amendment
shall permit the addition or deletion of any provision the inclusion
or absence of which, as the case may be, would cause the NBDPN
to cease to qualify for exemption from taxation under Section
501(c)(3) of the Code.
B. Any member who would like
to suggest revisions to these Bylaws should make a request to
the Executive Committee or to the Membership and Elections Committee
in writing. The Executive Committee will then vote or make a
determination on the request, and forward the request and the
decision to the Membership and Elections Committee.
C. The Membership and Elections
Committee will make the revisions as directed by the Executive
Committee and will notify the Executive Committee of the exact
revision made to the Bylaws, and request that the Executive Committee
vote for approval. The Executive Committee, or the Membership
and Elections Committee, will be responsible for providing feedback
to the individual requesting the revision(s) within 90 days.
D. The Membership and Elections
Committee is charged with keeping the Bylaws up to date and reflective
of policy changes that occur in the NBDPN that affect the language
in the Bylaws. Therefore, this Committee shall recommend a change
or amendment to the Bylaws to the Executive Committee, regardless
of whether a member or the Executive Committee formally requests
a revision.
E. Substantive amendments
to the Bylaws will be presented or summarized by the Membership
and Elections Committee in the NBDPN newsletter or in other general
mailings to the NBDPN membership.
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END OF BYLAWS
DOCUMENTATION
The "Initial" members of the Executive
Committee (John Meaney; Russell Kirby; Mark Canfield, Lisa Miller,
and Marcia Feldkamp) adopt these "Bylaws" of the incorporated
Network as of 19 December 2000. The first members of the full executive
committee adopted the initial bylaws as of 20 December 2000.
NBDPN Inc.: The NBDPN incorporated as of Sept
8, 2000
NBDPN. Unincorporated status: this was the time period prior to
Sept 8, 2000.
Initial ratification date by Executive Committee: May 6, 1998
Approval of Bylaws amendments by Executive Committee: July 21, 1999,
December 13, 1999,
Major revision dates: May 6, 1998; July 19, 1999; December 1, 1999;
5Dec2000; 17Jan2001; 3Nov2003 (committee names).
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