Circadian Sleep Disorders Network - Advocating for people with misaligned body clocks
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Table of Contents
1 Offices
2 Nonprofit Purposes
3 Directors
   Meetings
   Election
   Vacancies
4 Officers
5 Committees
6 Funds
7 Records
8 501(c)(3) Provisions
9 Conflict of Interest
10 Amendment
11 Terms

Bylaws of
Circadian Sleep Disorders Network, Inc

Table of Contents

Article 1 Offices
Section 1. Principal Office
Section 2. Change of Address
Section 3. Other Offices
Article 2 Nonprofit Purposes
Section 1. IRC Section 501(c)(3) Purposes
Section 2. Specific Objectives and Purposes
Article 3 Directors
Section 1. Number
Section 2. Qualifications
Section 3. Powers
Section 4. Duties
Section 5. Term of Office
Section 6. Compensation
Section 7. Board Meetings
Section 8. Regular Meetings
Section 9. Special Meetings
Section 10. Notice of Meetings
Section 11. Quorum for Meetings
Section 12. Majority Action as Board Action
Section 13. Conduct of Meetings
Section 14. Action without Meeting
Section 15. Election of Directors
Section 16. Vacancies
Section 17. Nonliability of Directors
Section 18. Indemnification by Corporation of Directors and Officers
Section 19. Insurance for Corporate Agents
Section 20. Non-Voting Participants
Article 4 Officers
Section 1. Designation of Officers
Section 2. Qualifications
Section 3. Election and Term of Office
Section 4. Removal and Resignation
Section 5. Vacancies
Section 6. Duties of President
Section 7. Duties of Vice President
Section 8. Duties of Secretary
Section 9. Duties of Treasurer
Section 10. Compensation
Article 5 Committees
Section 1. Executive Committee
Section 2. Other Committees
Section 3. Meetings and Action of Committees
Article 6 Funds
Section 1. Execution of Instruments
Section 2. Checks and Notes
Section 3. Deposits
Section 4. Gifts
Section 5. Dues
Section 6. Fiscal Year
Article 7 Corporate Records and Reports
Section 1. Maintenance of Corporate Records
Section 2. Confidentiality
Section 3. Directors' Inspection Rights
Section 4. Members' Inspection Rights
Section 5. Right to Copy and Make Extracts
Section 6. Periodic Report
Article 8 IRC 501(c)(3) Tax Exemption Provisions
Section 1. Limitations on Activities
Section 2. Prohibition Against Private Inurement
Section 3. Distribution of Assets
Section 4. Private Foundation Requirements and Restrictions
Article 9 Conflict of Interest and Compensation Approval Policies
Section 1. Purpose of Conflict of Interest Policy
Section 2. Definitions
Section 3. Conflict of Interest Avoidance Procedures
Section 4. Records of Board and Board Committee Proceedings
Section 5. Compensation Approval Policies
Section 6. Annual Statements
Section 7. Periodic Reviews
Section 8. Use of Outside Experts
Article 10 Amendment of Bylaws
Section 1. Amendment
Article 11 Construction and Terms



Bylaws of
Circadian Sleep Disorders Network, Inc

Article 1
Offices

Section 1. Principal Office

The principal office of the corporation is located at 4619 Woodfield Rd, Bethesda, in Montgomery County, State of Maryland.

Section 2. Change of Address

The designation of the county or state of the corporation's principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:
New Address: _________________
_______________________________
Dated: ____________________, 20__
New Address: _________________
_______________________________
Dated: ____________________, 20__

Section 3. Other Offices

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

Article 2
Nonprofit Purposes

Section 1. IRC Section 501(c)(3) Purposes

This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 2. Specific Objectives and Purposes

Circadian Sleep Disorders Network is an independent nonprofit organization dedicated to improving the lives of people with chronic circadian rhythm disorders.

We aim to increase awareness within the medical community and among the general public, to provide emotional support and practical ideas for people living with these disorders, to inform patients and health care providers about treatment options, to encourage research into circadian rhythms, and to advocate for accommodations in education and employment for people with circadian rhythm sleep disorders.

Article 3
Directors

Section 1. Number

The corporation shall have from 5 to 12 directors and collectively they shall be known as the board of directors. The desired number of directors shall be determined by vote of the then current board of directors before voting on candidates for the new board. The number of desired board positions may be changed by board vote at any time. If the number of desired positions is decreased, such decrease will not take effect until a position becomes vacant, or a current term expires. If the number of desired positions is increased, this creates an immediate vacancy, see below.

Section 2. Qualifications

Directors shall be 18 years of age or older. Directors must have internet access and must provide an email address which they agree to monitor for board business. A director need not be a United States citizen. Directors must provide their real names and addresses, which are required for United States Internal Revenue Service (IRS) forms that are, in principle, public documents. Names (but not addresses) will be public on the organization's web site.

Each director shall fulfill his or her fiduciary duties in good faith, with that degree of diligence, care and skill which ordinary, prudent persons would exercise under similar circumstances in like positions. He or she shall act in a manner which is consistent with the principles of honesty, integrity, diligence, loyalty to the corporation, obedience to the laws governing the corporation's programs, and prudence in the exercise of due care for the benefit of the corporation.

Section 3. Powers

Subject to the provisions of the laws of the State of Maryland and any limitations in the Articles of Incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.

The management of the property, business, affairs, and finances of the corporation shall be vested exclusively in the board of directors. The board shall exercise all the powers and authority of the corporation, in accordance with its Articles of Incorporation and these bylaws and the laws of the State of Maryland. Directors shall fulfill their fiduciary duties in good faith, with that degree of diligence, care and skill which ordinary, prudent persons would exercise under similar circumstances in like positions. They shall act in a manner which is consistent with the principles of honesty, integrity, diligence, loyalty to the corporation, obedience to the laws governing the corporation's programs, and prudence in the exercise of due care for the benefit of the corporation. The board of directors shall have full and complete authority with respect to the proper distribution or payment of the moneys received by the corporation from time to time, such power including the authority to borrow money and incur indebtedness for the purposes of the corporation. The board of directors shall have the power to hire personnel for purposes of operating the corporation or for other purposes deemed necessary or convenient to the operation of the corporation. The board may delegate any of the duties, powers and authority of any officer to any other officer or director or member.

Section 4. Duties

It shall be the duty of the directors to:

  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these bylaws;
  2. Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;
  3. Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;
  4. Meet at such times and places and in such manner as required by these bylaws;
  5. Register their email addresses with the secretary of the corporation, and notices of meetings mailed or emailed to them at such addresses shall be valid notices thereof.

Section 5. Term of Office

Each director shall hold office for a period of two years and until his or her successor is elected and qualifies. Terms of office shall be staggered: some shall expire in odd-numbered years, and others in even-numbered years. Terms of the founding directors (listed in the articles of incorporation) shall expire in January 2014. Terms of other directors taking office in 2011, the year of incorporation, shall expire in January 2013. A director may be elected to consecutive terms without limit.

Section 6. Compensation

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.

Section 7. Board Meetings

Meetings of the board of directors shall be held via the internet as described in this section. This format is specified because (a) the board is geographically dispersed; and (b) the board members with non-24-hour sleep-wake disorder have unpredictable wake times.As a result, board members are not all accessible at the same time.

Meeting discussion shall be accomplished by a forum or similar mechanism approved by the board, whereby each director may post his thoughts, along with the date and time thereof. The forum or similar mechanism will form a permanent record of the meeting. The term forum used in these bylaws in regard to board meetings shall refer inclusively to any similar mechanism adopted by the board.

If it is necessary for portions of a meeting to be conducted privately, as for example in discussing the qualifications of a specific individual, or a potential conflict of interest (as described later in these bylaws) this may be accomplished by private emails.

Voting shall be performed by forum: directors shall post their votes as a text entry in the forum, unless the board shall approve an alternative, for example a voting capability provided by the forum software.

Until a vote is declared closed by the acting chair, directors may change their votes.

Voting shall be held open for at least 72 hours, or until two-thirds of all the directors have voted in favor, or until two-thirds have voted opposed, whichever occurs first. This allows for fast passage of non-controversial motions. A vote may be held open longer, if discussion continues, or if it is desired to determine the position of the rest of the participating board members.

Meetings shall continue for at least three days, until all business is completed (voted on, postponed or tabled). Directors are expected to check the forum at least daily during a meeting.

Section 8. Regular Meetings

Regular meetings of directors shall be held every year beginning on or about January 15, May 15, and September 15, at a time to be determined, unless such day falls on a legal US holiday, in which event the regular meeting shall begin on the next business day or soon after. These meetings shall be held as described above.

Section 9. Special Meetings

Special meetings of the board of directors may be called by the chairperson of the board, the president, the vice president, the secretary, by any two directors, or, if different, by the persons specifically authorized under the laws of the State of Maryland to call special meetings of the board. Such meetings shall be held as described above.

Section 10. Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

At least one week, but not more than two weeks, before each meeting of the board, notice shall be given by the secretary of the corporation or his/her designee to each director. Such notice shall be given by email to the email address of record, or by other communication specified by the board, and shall state the date and time of the meeting. A second similar notice shall be sent within the last week before the meeting.

Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this corporation under provisions of the Articles of Incorporation, these bylaws, or the law of the State of Maryland, a waiver of notice by email, signed by that director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.

A director's presence at the meeting, at or prior to the taking of first vote, shall also constitute a waiver of notice.

Section 11. Quorum for Meetings

A quorum shall consist of a majority of those members of the board of directors eligible to vote on the motion in question, at the time of said motion. If a director does not wish to vote Yes or No, he/she should vote Present to be counted as present for purpose of the quorum. This signifies that he/she had the opportunity to vote had he/she wished to do so.

Except as otherwise provided under the Articles of Incorporation, these bylaws, or provisions of law, no vote taken by the board at any meeting at which the required quorum is not present will be valid, except a vote on a motion to adjourn, or a motion to schedule the next meeting.

In the event that a quorum cannot be obtained for a required vote, the meeting may be continued until a quorum is achieved, or adjourned to another time when a quorum may be likely, but in no case later than one month from the time of adjournment.

Section 12. Majority Action as Board Action

Every act or decision done or made by a majority of those directors voting Yes or No at a meeting duly held at which a quorum is present is the act of the board of directors, unless the Articles of Incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board. A director voting Present is not counted as voting Yes or No. Any such action takes effect as soon as the voting thereon has closed.

Section 13. Conduct of Meetings

Meetings of the board of directors shall be presided over by the chairperson of the board, or, if no such person has been so designated, or in his or her absence, the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.

Meetings shall be conducted according to accepted parliamentary procedure when applicable, insofar as such rules are not inconsistent with or in conflict with the Articles of Incorporation, these bylaws, with provisions of law, or with the conduct of the meeting by forum as described above. Motions shall be made, discussed, amended if desired, and voted on according to standard parliamentary procedure. However, due to the nature of meeting by forum, it is not out of order to conduct discussions on multiple unrelated motions simultaneously.

In the interest of speeding up the slow pace of forum meetings, a vote may be requested without a formal second, and discussion may proceed during the voting period. The casting of the second vote in favor of the motion shall be equivalent to its having been seconded.

Section 14. Action without Meeting

If a majority of ALL board members, following email notification to all board members, express approval of a proposed action or decision, by forum posting (or, if the forum hasn't been specified or is unavailable, by email to the president), such action may be taken or such decision take effect without calling a formal meeting.

Section 15. Election of Directors

Should the board establish a nominating committee, that committee shall nominate candidates for the director positions. Otherwise, candidates for director may be suggested by any member of the board and must be approved by vote of the board to be placed on the ballot. As a special case, a current board member whose term is expiring may be put on the ballot by being nominated by any board member and seconded by any other board member. In addition, a petition consisting of emails to the secretary from the lesser of 10% of dues-paying members (rounded up), or 20 current dues-paying members, shall also nominate a candidate for director and place him or her on the ballot. In all cases, each person nominated must meet the criteria for a director, and must explicitly agree to be a candidate, or the nomination becomes void.

If the organization has at least 20 current dues-paying members with email addresses by Sept 15 of a given year, the members shall elect the directors from the list of candidates. The election may be conducted using a web site that enables anonymous voting over the internet, or by other means as provided by the board. Only members current with dues as of the close of nominations (currently Nov 20) may vote, and each shall be entitled to one ballot. Only members providing a valid email address may vote, unless otherwise provided by the board.

Each ballot will list all the nominated candidates. Each voter may vote for as many candidates as he or she desires, up to the number of board positions to be filled. The candidates receiving the highest number of votes shall be elected to serve on the board. If there are terms of different lengths to be filled, the candidates with the highest number of votes shall be elected to the longest terms. If any candidate is elected but refuses to serve, the results of the election, ignoring that candidate, shall be used. No new election is required.

In the event of a tie for some of the positions, the current board shall vote among the tied candidates to select the winner or winners.

Schedule: At the regular Sept 15 board meeting the board shall decide on the desired size of the board for the next term, and the length of the term of any vacant positions. Nominations by the board shall be made by Oct 15 and announced on the corporation's web site by Oct 20. Nominations by members must be submitted by Nov 20. In addition, the board may, by a normal board vote, add additional candidates until Nov 20. The election shall be open to members from Dec 1 at least through Dec 15. Results shall be posted on the corporation's web site by Jan 1. Any ties shall be resolved by the old board at the first meeting thereafter, normally Jan 15. The newly elected directors shall take office at the first meeting of the year, normally Jan 15, after the resolution of ties.

Too few members: If the organization does not have at least 20 current dues-paying members with email addresses by Sept 15 of a given year, nominations shall be made and board vacancies shall be filled by vote of the then-current board at the regular Jan 15 meeting next following. As a special case, in 2011, the year of incorporation, additional directors may be elected by the current board at any time between Sept 15 and Dec 30, to serve until Jan, 2013.

Section 16. Vacancies

Vacancies on the board of directors shall exist (1) on the death, resignation, or removal of any director, and (2) whenever the number of authorized directors is increased.

If the number of directors in office is less than a quorum, or less than the minimum number of directors specified in these bylaws, the normal business of the organization may continue to be conducted until additional directors are elected.

Resignation. Any director may resign effective upon giving written or emailed notice to the chairperson of the board, the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the Secretary of State of Maryland.

Removal. Directors may be removed from office, with or without cause, by two-thirds vote of the board of directors, as permitted by and in accordance with the laws of the State of Maryland.

Dormancy. Sometimes illness or personal situation results in a director being unable to participate for some length of time, but he or she expects to return to service. In this case the absent director should request that he or she be placed on "dormant" status. The quorum is computed without counting any directors who are dormant, whether or not that is explicitly stated elsewhere in these Bylaws. That makes it easier to conduct business. The dormant director returns to active status when he or she next posts to the forum, or requests active status by email to the chairperson.

Delinquency. Every board member shall be notified by the secretary or his/her designee prior to the meeting, as described in "Notice of Meetings" (currently Article 3, Section 10). Each board member shall indicate his/her presence at the meeting, as soon as practical, by posting in an Admin topic. If a board member is not attending, it is his/her responsibility to notify the board. Anyone not posting, and not notifying the board, within a week of the start of the meeting, shall be considered delinquent. Two additional emails shall be sent to the email address the board member has provided, spaced about a week apart. If within one week after the second email the delinquent board member has not joined the meeting, or replied to the notification email if the meeting has already adjourned, a vote can be taken to remove him or her from office. The actual removal from office requires a two-thirds majority (two-thirds of those voting Yes or No), and requires a quorum consisting of a majority of the non-delinquent (and non-dormant) members of the board (the quorum counts those voting Yes, No, or Present).

If during a meeting a board member has not participated in the forum for over a month, and has not responded to three emails spaced about a week apart, he or she may be placed in delinquent status by the current chairperson.

A delinquent board member may not vote on any issue, and any quorum requirement shall be based on the number of non-delinquent board members. A delinquent board member who rejoins the meeting before voting begins on removal from office is no longer delinquent.

Filling Vacancies. Unless otherwise prohibited by the Articles of Incorporation, these bylaws, or provisions of law, vacancies on the board may be filled by approval of the board of directors. If the number of directors then in office is less than a quorum, or less than the minimum number of directors specified in these bylaws, a vacancy on the board may be filled by approval of a majority of the directors then in office or by a sole remaining director. A person elected to fill a vacancy on the board shall hold office for the remainder of the term applicable to that position, or until his or her death, resignation, or removal from office.

Section 17. Nonliability of Directors

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

Section 18. Indemnification by Corporation of Directors and Officers

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of the State of Maryland.

Section 19. Insurance for Corporate Agents

Except as may be otherwise provided under provisions of law, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these bylaws, or provisions of law.

Section 20. Non-Voting Participants

The board may, at its discretion, invite people not on the board of directors to participate in board meetings. These people may not vote, and do not count towards a quorum.

Article 4
Officers

Section 1. Designation of Officers

The officers of the corporation shall be a president, a vice president, a secretary, and a treasurer. The corporation may also have a chairperson of the board, one or more vice presidents, assistant secretaries, assistant treasurers, and other such officers with such titles as may be determined from time to time by the board of directors. It is possible for one person to serve in multiple offices simultaneously, unless prohibited by the laws of the State of Maryland. Currently (as of October, 2011), these laws state that the president and vice president cannot both be the same person.

Section 2. Qualifications

Any person over 18, who provides an actively monitored email address, may serve as officer of this corporation. He or she need not be on the board of directors. The treasurer must be a resident of the United States. Officers must provide their real names, which will be made public via United States Internal Revenue Service (IRS) forms and on the organization's web site.

Each officer shall fulfill his or her fiduciary duties in good faith, with that degree of diligence, care and skill which ordinary, prudent persons would exercise under similar circumstances in like positions. He or she shall act in a manner which is consistent with the principles of honesty, integrity, diligence, loyalty to the corporation, obedience to the laws governing the corporation's programs, and prudence in the exercise of due care for the benefit of the corporation.

Section 3. Election and Term of Office

Officers shall be elected by the board of directors every even-numbered year, at the first meeting of the calendar year, after the election of any new directors. Each officer shall hold office until he or she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first. Officers elected in 2011, the year of incorporation, shall serve until January 2014.

Section 4. Removal and Resignation

Any officer may be removed, either with or without cause, by the board of directors, at any time. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation.

Section 5. Vacancies

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors at the next board meeting. A special meeting may be called for this purpose as described above in Article 3. In the event of a vacancy in any office other than that of president, such vacancy may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled as the board shall determine.

Section 6. Duties of President

The president shall be the chief executive officer of the corporation and shall, subject to the control of the board of directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incident to his or her office and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be prescribed from time to time by the board of directors. Unless another person is specifically appointed as chairperson of the board of directors, the president shall preside at all meetings of the board of directors. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the board of directors.

Section 7. Duties of Vice President

In the absence of the president, or in the event of his or her inability or refusal to act, the vice president shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions on, the president. The vice president shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these bylaws, or as may be prescribed by the board of directors.

Section 8. Duties of Secretary

The secretary shall:

  1. Certify and post or cause to be posted on the internet, in a location and manner specified by the board, these bylaws as amended or otherwise altered to date.
  2. Keep or cause to be kept, on the internet, in a location and manner specified by the board, or as hard copy if the board so specifies, the minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
  3. Ensure that the minutes of meetings of the corporation, any written consents approving action taken without a meeting, and any supporting documents pertaining to meetings, minutes, and consents shall be contemporaneously recorded in the corporate records of this corporation. "Contemporaneously" in this context means that the minutes, consents, and supporting documents shall be recorded in the records of this corporation by the later of (1) the next meeting of the board, committee, membership, or other body for which the minutes, consents, or supporting documents are being recorded, or (2) thirty (30) days after the date of the meeting or written consent. "Corporate records" refers to records on the internet, the backup copy, and any hard copies kept at the direction of the board.
  4. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.
  5. Be responsible for custody of the records, including maintaining a backup copy of all records on a computer controlled by the corporation or one of its officers.
  6. Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefor, the bylaws, and the minutes of the proceedings of the directors of the corporation.
  7. In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

Section 9. Duties of Treasurer

The treasurer shall:

  1. Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors.
  2. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
  3. Disburse, or cause to be disbursed, the funds of the corporation as may be directed by the board of directors, taking proper vouchers for such disbursements.
  4. Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, and losses.
  5. Exhibit at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefor.
  6. Render to the president and directors, whenever requested, an account of any or all of his or her transactions as treasurer and of the financial condition of the corporation.
  7. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
  8. Prepare, or cause to be prepared, and certify, or cause to be certified, any forms required by the government, such as tax returns.
  9. Prepare an annual budget in consultation with the Board of Directors, the President, and also the Executive Director and the Finance Committee if such exist.
  10. Maintain, at a location and in a format agreed to by the board, a membership list containing the name, postal address, and email address of all members, dues paid, and any other relevant information as determined by the treasurer or by the board. In the case where any membership has been terminated, he or she shall record such fact in the membership list together with the date on which such membership ceased.
  11. Exhibit at all reasonable times to the president, secretary, or treasurer of the corporation, or person specifically authorized by the Board of Directors in accordance with Article 7 Section2, or in response to court order, on request therefor, a list of current members.
  12. In general, perform all duties incident to the office of treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these bylaws, or which may be assigned to him or her from time to time by the board of directors.

Section 10. Compensation

The salaries, if any, of the officers shall be fixed from time to time by resolution of the board of directors. In all cases, any salaries received by officers of this corporation shall be reasonable and given in return for services actually rendered to or for the corporation. All officer salaries shall be approved in advance in accordance with this corporation's conflict of interest policy, as set forth in Article 9 of these bylaws.

Article 5
Committees

Section 1. Executive Committee

The board of directors may, by a majority vote of its members, designate an Executive Committee consisting of certain selected board members, and may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law.

By a majority vote of its members, the board may at any time revoke or modify any or all of the executive committee authority so delegated, increase or decrease but not below two (2) the number of the members of the executive committee, and fill vacancies on the Executive Committee from the members of the board. The executive committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

Section 2. Other Committees

The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board. One such example contemplated is a medical advisory board.

Section 3. Meetings and Action of Committees

Meetings and action of committees shall be governed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

Article 6
Funds

Section 1. Execution of Instruments

The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation 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 confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2. Checks and Notes

Except as otherwise specifically determined by resolution of the board of directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the treasurer or by the president of the corporation. Such payments shall have been authorized in advance, either specifically or as a general expenditure, by the board of directors. The president, or executive director if such exists, may undertake expenditures on his own authority, and seek subsequent Board approval with the understanding that approval may not be given, and the funds must then be repaid.

Section 3. 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 board of directors may select.

Section 4. Gifts

The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

Section 5. Dues

The board of directors shall set the amount of annual dues, and shall accept payment of dues on behalf of the corporation, for the nonprofit purposes of this corporation. The board may establish various classes of membership, with differing dues. The board may at its discretion provide for complimentary membership, for example for low-income people.

Section 6. Fiscal Year

The fiscal year of the corporation shall be the calendar year.

Article 7
Corporate Records and Reports

Section 1. Maintenance of Corporate Records

The corporation shall keep on the internet, at a location and in a format determined by the board of directors:

  1. Minutes of all meetings of directors and committees of the board, indicating the time and place of holding such meetings, how called, the notice given, and the names of those participating, and the proceedings thereof, including at a minimum all motions and voting results;
  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
  3. A record of its members, if any, indicating their names, email and home addresses (when available) and, if applicable, the class of membership held by each member and the termination date of any membership;
  4. A copy of the corporation's Articles of Incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times.
All these data shall be duplicated as backup in the offices of the corporation or elsewhere as determined by the board.

Section 2. Confidentiality

The membership records containing personally identifiable information shall remain confidential. Membership lists will never be sold, traded, or given away. The membership records shall be protected, as determined by the board, to prevent access by anyone not authorized to view them. The president, treasurer, and secretary shall have access to the membership list. Others who require access to discharge their assigned duties shall be specifically granted access by the board of directors. Aggregated information, such as the total number of members, or the number having a particular disorder, may be made public.

Section 3. Directors' Inspection Rights

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind, except for the membership list, and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these bylaws, and provisions of law.

Section 4. Members' Inspection Rights

The board of directors shall determine the right of members to inspect the books, records, and properties of this corporation, except for the membership list, which shall not be made available to members. Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the Articles of Incorporation, other provisions of these bylaws, and provisions of law.

Section 5. Right to Copy and Make Extracts

Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.

Section 6. Periodic Report

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of the State of Maryland, the United States Government, or the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

Article 8
IRC 501(c)(3) Tax Exemption Provisions

Section 1. Limitations on Activities

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

Section 2. Prohibition Against Private Inurement

No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.

Section 3. Distribution of Assets

Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of 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. Such distribution shall be made in accordance with all applicable provisions of the laws of the State of Maryland.

Section 4. Private Foundation Requirements and Restrictions

In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.

Article 9
Conflict of Interest and
Compensation Approval Policies

Section 1. Purpose of Conflict of Interest Policy

The purpose of this conflict of interest policy is to protect this tax-exempt corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible "excess benefit transaction" as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

Section 2. Definitions

  1. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a "disqualified person" as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
  2. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
    1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement;
    2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or
    3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
    Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

    A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph b, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

Section 3. Conflict of Interest Avoidance Procedures

  1. Duty to Disclose. 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 and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
  2. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he or she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. If the meeting is conducted by forum (see above, Article 3), "leaving the meeting" means that the discussion shall continue by private email, so that the interested person is not privy to its content.
  3. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he or she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

    The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

    After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

    If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

  4. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

    If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 4. Records of Board and Board Committee Proceedings

The minutes of meetings of the governing board and all committees with board delegated powers shall contain:

  1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
  2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 5. Compensation Approval Policies

A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member's compensation.

No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:

  1. the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation;
  2. all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a "disqualified person" (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
    1. is not the person who is the subject of the compensation arrangement, or a family member of such person;
    2. is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;
    3. does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;
    4. has no material financial interest affected by the compensation arrangement; and
    5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.
  3. the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
    1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. "Similarly situated" organizations are those of a similar size, purpose, and with similar resources;
    2. the availability of similar services in the geographic area of this organization;
    3. current compensation surveys compiled by independent firms;
    4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement;
    As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
  4. the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
    1. the terms of the compensation arrangement and the date it was approved;
    2. the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member;
    3. the comparability data obtained and relied upon and how the data was obtained;
    4. If the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination;
    5. If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;
    6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement);
    7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.

Section 6. Annual Statements

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

  1. has received a copy of the conflicts of interest policy;
  2. has read and understands the policy;
  3. has agreed to comply with the policy; and
  4. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
This statement may be in the form of an email with an electronic signature in a form as required by the laws of the State of Maryland, for example "(signed:) John Smith".

Any director who has not signed the annual statement shall not be permitted to vote on the Board of Directors until such time as he or she signs. Any director who fails to sign after repeated notification can be removed as provided in Directors/Vacancies.

Section 7. Periodic Reviews

To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

  1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's-length bargaining.
  2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Section 8. Use of Outside Experts

When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.

Article 10
Amendment of Bylaws

Section 1. Amendment

Except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by two thirds vote (two thirds of those voting Yes or No, at a meeting with a quorum present during the vote) of the board of directors. Any such amendment requires a formal meeting, either regular or special, as described above in Article 3.

Article 11
Construction and Terms

If there is any conflict between the provisions of these bylaws and the Articles of Incorporation of this corporation, the provisions of the Articles of Incorporation shall govern.

Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.

All references in these bylaws to the Articles of Incorporation shall be to the Articles of Incorporation filed with the Secretary of State of Maryland, and used to establish the legal existence of this corporation.

All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

Any reference in these bylaws to another section of bylaws, when referring to it by number, is for guidance only. The number may not be correct. The correct section can be determined from the meaning.

Any reference in these bylaws to a majority means more than half, so a majority of 5 people is 3 people; a majority of 6 people is 4. Any reference to a two-thirds vote (or other requirement) means a whole number equal to two-thirds or greater, so two-thirds of 5 people is 4 people; two-thirds of 6 people is 4.





Bylaws adapted from the forms in Anthony Mancuso, How to Form a Nonprofit Corporation, 10th ed, A Nolo Book. © 2011 Anthony Mancuso
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Last modified Jul 18, 2017
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