USMD-PKU.org
By-laws, Unified to support metabolic disorders:
By-laws, Unified to Support Metabolic Disorders, Inc:
I. Name. The name of the corporation shall be: Unified to Support Metabolic Disorders, Inc
II. Purpose. In addition to other purposes approved by the board of directors and authorized Texas Statutes, the purposes of the corporation shall be:
To bring together individuals, metabolic support groups, and professionals directly involved with issues related to inborn errors of metabolism requiring low protein diet, including Phenylketonuria (“PKU”), Maple Syrup Urine Disease (“MSUD”), urea cycle disorders, Homocystinuria and other related metabolic disorders to improve identification, treatment and management of these disorders through:
(1) Advocacy;
(2) Education;
(3) Support;
(4) Promotion and support of research; and
(5) Services complementing and assisting existing support groups and organizations.
III. Members. Membership in the organization is to open to anyone interested in related metabolic disorders, on a personal or a professional level, without regard to professional licensing, gender, race, or creed. Members shall have no voting authority. Members shall be invited to attend the Annual Meeting. Members shall be granted opportunity to attend meetings of the Board of Directors on request or invitation by any member of the Board of Directors.
IV. Directors.
A. Number. The management of the corporation shall be vested in a board of directors consisting of no less than 3 persons and an odd number of directors shall be maintained.
B. Powers of Directors. Directors shall be granted the authority to manage the corporation to the extent provided by Texas law.
C. Term. The term of each director shall be two years. Terms of directors shall be staggered, with the terms of the initial directors to be pre-determined.
D. Removal of Directors. A director may be removed by a majority vote of the board of directors, or a majority vote of the members, for just cause. Examples of just cause are repeated nonattendance of key meetings or nonperformance of delegated responsibilities.
E. Election. Election of directors shall take place at the annual meeting. Each current director may cast one vote for each director position open for election at such meeting. Election shall be by majority of the current directors present at the meeting, provided a quorum is present. If no candidate receives a majority of the votes in the first round of balloting, the two candidates with the most votes will stand for election in a second round. A Director can be appointed to the board for a partial term by the President and approved by the majority of the current directors. The partial term is not to exceed the time between the appointment and the next Annual Meeting in which they will be nominated to serve a full-term.
F. Vacancies. In the event of a vacancy on the board due to death or resignation, the president shall appoint a successor to fill the vacancy for the remainder of the term for that position.
G. Meeting of Directors.
1. Annual meeting. There shall be an annual meeting of directors held during the month of July during each calendar year immediately following the meeting of members. The board of directors shall give at least 14 days written notice of the annual meeting.
2. Regular Meetings. At its annual meeting, the board shall set a schedule of regular board meetings for the period until the next annual meeting. A single written notice of regular board meetings will be given to all directors within 10 days following the annual directors’ meeting. No further notice of regular directors’ meetings shall be required.
3. Special meetings. Special meetings of directors may be called by the president or by any director. Special meetings shall be announced with a minimum of five days written notice, which shall describe generally the business to be transacted at the meeting.
4. Place of meetings. All meetings of directors shall be held within the the United States.
5. Voting. A majority vote of the number of directors fixed by these bylaws shall constitute a quorum. Proxy voting shall be allowed.
6. Procedure. Meetings shall be conducted pursuant to Robert’s Rules of Order unless some other procedure is approved by a two-thirds vote of directors present and voting.
7. Alternate voting procedures. Acting by unanimous consent or conducting meetings by telephone or online shall be permitted to the extent and under the conditions allowed by law.
H. Compensation. Directors shall receive no compensation but shall be entitled to reimbursement of reasonable out-of-pocket expenses as approved by the board of directors.
I. Indemnification. Directors shall be entitled to indemnification for actions as directors to the extent permitted by Texas law.
J. Committees. The board of directors may establish any standing or special committees as it deems appropriate, provided that such committees may not exercise the powers of the board.
V. Officers.
A. In General. The officers of the corporation shall consist of a president, vice president/treasurer, and secretary.
B. Election and terms. The board of directors shall elect the officers.
Each officer shall serve a term of two years. An officer may be removed by a majority vote of the board at any time.
C. Duties. The duties of each office shall include, but not be limited to, duties prescribed by law and those additional duties set forth below. The president may assign additional duties to any officer, as the president deems appropriate.
1. President. The president shall generally manage the day-to-day operations of the corporation subject to the direction of the board of directors. The president shall proceed at all meetings of the board of directors and members.
2. Vice president. The vice president shall exercise the duties of the president in the absence or incapacity of the president. If the president should die, resign, or be removed from office, the vice president shall succeed to the office of the president.
3. Secretary. The secretary shall maintain all records of the corporation and shall prepare minutes of all meetings of the board of directors and members.
4. Treasurer. The treasurer shall have custody of the funds of the corporation and shall maintain all financial records of the corporation. The treasurer shall report to the president, board of directors, and members of the financial status of the corporation.
D. Officers may, but are not required to be, members of the board of directors.
E. One person may hold not more than two of the above offices, except that the offices of president and vice president and president and secretary may not be combined.
F. All officers shall serve without compensation except that they may be reimbursed for actual out-of-pocket expenses incurred in performance of the duties of their office. Changes to compensation rules can be enacted by a majority vote of the board of directors.
VI. Miscellaneous.
A. Fiscal Year. The fiscal year of the corporation shall end on December.
B. In addition to any other powers provided herein or by law, the board of directors may authorize one or more officers of the corporation to execute and deliver instruments, open bank accounts, execute checks and drafts in the name of the corporation, make or obtain loans, and sell, assign or pledge securities.
C. Whenever these bylaws require written notice to members or directors, such notice shall be sent to the member or director’s as shown on the records of the corporation. Each member and director shall be responsible for advising the corporation of his, her, or its current information. In all cases, notice shall be deemed given on the date of mailing.
VII. Amendment.
A. These bylaws may be amended by a vote of two-thirds of the entire board of directors at a duly called regular or special meeting of the board, provided that written notice of the text of the proposed bylaw amendment must be given to each director at least 10 days prior to the date of the meeting.