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Ostomy
Association of Greater (Formerly known as The North Suburban Chapter of the United
Ostomy Association)
Bylaws Article I –
Membership Section 1Classes of membership shall consist of Active and
Supporting members: A. An Active
member is any person who makes a monetary contribution to the Association, in
an amount to be determined by the Board of Directors. B. A Supporting
member is any person who is interested in furthering the goals of the
Association. Section 2 All categories of members in good standing shall be
eligible to vote and hold office. Article II –
Board of Directors Section 1The Board of Directors shall consist of the elected
Officers, Chairpersons of standing committees, immediate Past President, and
as many as two members, designated as Director, elected by the membership to
serve for a term of one year without compensation. Section 2The affairs of the Association shall be managed by the
Board of Directors, which shall otherwise exercise those powers provided by
law. Section 3A member of the Board of Directors may be removed as
described for officers in Article III, Section 5. Section 4A. Meetings of the
Board of Directors shall be held regularly at such times and at such places
as shall be determined by the Board of Directors. B. Special
meetings of the Board of Directors may be called by the President, Vice-President,
or any five members of the Board. Section 5Five members of the Board of Directors shall constitute a
quorum for transaction of business at any meeting of the Board of
Directors. Unless otherwise provided
by law or in these By-Laws, the act of the majority of the members of the
Board of Directors present at a meeting in which a quorum is in attendance
shall be the act of the Board of Directors. Article III –
Officers Section 1The officers of the Association shall consist of
President, Vice-President, Secretary, Treasurer and Director(s). They shall hold office for a term of one
year and without compensation. No
person may serve more than two terms in succession in the same office unless
being held over by reason of failure to elect a successor, or by reason of
having been elected to the Board of Directors to fill a vacancy. Section 2Officers shall be elected by the membership from the list
of those persons duly nominated in accordance with Article V. Section 3The respective duties of the Officers shall be as
follows: A. President 1. Preside at all
General and Board of Directors meetings. 2. Appoint all
committee chairpersons. 3. Appoint from
the membership to fill any vacancies on committees and on the Board of Directors
occurring during the term of office. 4. Serve as an ex-officio member of all
committees. B. Vice-President 1. Assume the
duties of the president in his/her absence. 2. Succeed to the
office of President in case of a vacancy therein. 3. Serve as
Chairperson of the Program Committee. 4. Perform such
other duties as may be assigned by the President. C. Secretary 1. Record the
minutes of the General and Board of Directors meetings. 2. Report the
minutes of all meetings. 3. Preserve and
maintain all minutes and other Association documents. 4. Maintain all
correspondence as necessary. 5. Serve as
Association Historian. 6. Perform such
other duties as may be assigned by the President. D. Treasurer 1. Have the care
and custody of all monies and securities of this Association. 2. Maintain a
detailed account of receipts and disbursements, and make regular reports to the Board of Directors. 3. Perform such
other duties as may be assigned by the President. F. Director(s) 1. Shall be the liaison
between the membership and the Board of Directors 2. Perform such
other duties as may be assigned by the President. Section 4In addition, the officers shall perform those duties,
which may be assigned from time to time by the Board of Directors, or
otherwise expressly set forth in the By-Laws, or permitted by law. Section 5Any Officer may be removed from office by an appropriate
resolution approved in writing by a majority of the Board of Directors
entitled to vote. Any Officer so
removed shall have the opportunity to reply to the charges against him/her no
later than sixty days subsequent to removal.
Reinstatement may be accomplished by a majority vote of the Board of
Directors. Section 6A. If the office
of President becomes vacant, the Vice-President shall assume the duties of
President for the remainder of the term of office. B. If the office
of Vice-President, Secretary or Treasurer becomes vacant, the Board of
Directors may fill, at its discretion, the vacant office for the remainder of
the term. A two-thirds vote of the
remaining Board members shall be required to fill the vacancy. Section 7If both the president and Vice-President leave office or
are unable to serve, the Board of Directors shall appoint a President Pro
Tem. The Nominating Committee shall
present a slate to the membership at the next General meeting. Article IV –
Committees Section 1The committees shall consist of the following standing committees
and any additional committees, which the President deems advisable to create: A. Visiting
Committee: Shall provide trained
ostomy volunteers to contact people with ostomies or individuals considering
surgery as requested, and is responsible for the training of volunteer
visitors. B. Program
Committee: Shall be responsible
for the General Meeting program, consistent with the general policies and
goals of this Association. C. Membership
Committee: Shall be responsible
for maintaining a current list of members in the Association and sending
membership renewal letters and membership cards, if necessary. D. Appliance
Committee: Shall be responsible
for acquiring samples and information about ostomy systems and equipment and
maintaining a sample appliance board for display at the General Meetings. E. Newsletter
Committee: Shall be responsible
for the publishing of the newsletter on a regularly scheduled basis. F. Internet
Committee: Shall be responsible
for the maintenance of the Association website on a regular basis. G. Nominating
Committee: Shall consist of a
Chairperson, appointed by the President, and no more than three members, two
of which shall be selected by the Nominating Committee Chairperson from
members not currently holding office. H. Publicity
Committee: Shall seek favorable
publicity for the Association; release press notices for General Meetings;
and any other events directed by the Board of Directors I. Welcoming Committee: Shall be responsible for the welcoming of all
new members and guests at the General Meetings, and providing nametags at the
meetings. J. Ways and Means Committee: Shall be responsible for the Association’s
fund raising events, and other activities deemed by the Board of Directors. K. Library Committee: Shall be responsible for keeping and
acquiring publications and other materials, and making them available to the
membership on a loan basis at the General Meetings. L. Advertising
Committee: Shall be responsible
for procuring and maintaining advertisements for the newsletter, Internet,
and any other publications Article V
–Nominations and Elections Section 1Nominations for elective office shall be made at least 30
days before the regularly scheduled General Meeting occurring in January of each
calendar year, and sent to the membership at least 30 days before
election. The membership may list
further nominations by petition containing at least five signatures of the
members, sent to the Nominating Committee at least 30 days prior to elections. Nominations will be accepted only with the
nominee's approval. No nominations
from the floor shall be accepted at the time of the election. Section 2Election and installation of Officers shall be held during
the General Meeting in January of each calendar year. Section 3In case of a contested election, an Election Committee
comprised of no more than three members, not on the Nominating Committee,
shall be appointed by the President, and shall conduct the election, and
count the ballots. Article VI –
Membership Meetings Section 1Meetings of the general membership shall be held monthly,
except in November, unless changed at the discretion of the Board of
Directors. Section 2No less than ten percent (10%) of the current membership
shall constitute a quorum for the transaction of business at any General
Meeting. The act of the majority of
members present at a meeting at which a quorum is present shall be the act of
the entire membership. Section 3Upon invitation, a presentation and display may be made
at any meeting by a company representative to familiarize the members with
its product. Sales must be made
elsewhere. Article VII –
Contracts Unless specifically authorized in writing by the Board of
Directors, no officer, agent or member of the Association shall have any
power or authority to bind the Association by any contract or engagement, or
to render it liable financially for any purpose or in any amount. Article VIII –
Amendments These By-Laws may be repealed or amended by a two-thirds
majority vote of members present at any General Meeting, provided written
notice to such proposed changes have been presented. Article IX –
Parliamentary Authority The latest issue of Robert's Rules of Orders shall be
used as a guide in the proceeding of the Association and of the Board of
Directors when not in conflict with these By-Laws or otherwise prohibited by
law. Article X –
Dissolution Upon dissolution of the Ostomy Association of Greater
Chicago, after paying or adequately providing for the debts and obligations,
assets shall be distributed for one or more exempt purposes within the
meaning of section 501(c) (3) of the Internal Revenue Code, or corresponding
section of any future federal tax code, or shall be distributed to the
federal government, or to a state or local government, for a public
purpose. Any such assets not disposed
of shall be disposed of by the Court of Common Pleas of the county in which
the principal office of the organization is then located, exclusively for
such purposes or to such organization or organizations, as said Court shall
determine, which are organized and operated exclusively for such purposes. Article XI—Mission Said organization is organized exclusively for
charitable, educational or scientific purposes, 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 or
corresponding section of any future federal tax code. No part of the net earnings of the
organization shall inure to the benefit of, or be distributable to its
members, trustees, officers or other private persons, except that the
organization shall be authorized and empowered to pay reasonable compensation
for services rendered and to make payments and distributions in furtherance
of the purposes set forth in the purpose clause hereof. No substantial part of the activities of
the organization shall be the carrying on of propaganda or otherwise
attempting to influence legislation, and the organization shall not
participate in or intervene in (including the publishing or distribution of
statements) any political campaign on behalf of any candidate for public
office. Notwithstanding any other
provision of this document, the organization shall not carry on any other
activities not permitted to be carried on (a) by an organization exempt from
federal income tax under section 501(c) (3) of the Internal Revenue Code, or
corresponding section of any future federal tax code, or (b) by an
organization, contributions to which are deductible under section 170(c) (2)
of the Internal Revenue Code, or corresponding section of any future federal
tax code. Original By-Laws approved March 18, 1976 Amended November 22, 1977 Amended April 28, 1979 Amended March 24, 1983 Amended May 18, 1988 Amended June 14, 1992 Amended April 9, 2000 Amended February 22, 2006 |
