of The International Society for the Study and Prevention of Perinatal and Infant Death (ISPID, Inc.) - A New York Non-Profit Corporation
- Article I: Office
- Article II: Board of Directors
- Article III: Board of Director Meetings
- Article IV: Committees
- Article V: Officers
- Article VI: Insurance
- Article VII: Powers
- Article VIII: Finance
- Article IX: Indemnification
- Article X: Members
- Article XI: Liability
- Article XII: Amendments
- Article XIII: Fiscal Year
- Article XIV: Savings Clause
- Article XV: Dissolution
- Article XVI: Miscellaneous Provisions
Objectives Of This Non-Profit Corporation
- To promote the exchange of information among scientists and other specialists who have special experience in the field of infant health and death, to and among affected families, and to the community at large.
- To promote the exchange of information among scientists who have special experience in the field of perinatal and infant health and death and to the community at large.
- To promote education and training in perinatal and infant health and death research in order to encourage progress in this field.
- To carry out co-operative studies in the field of perinatal and infant health and death particularly those aiming at prevention.
- To provide further education in the field of perinatal and infant health and death by organizing meetings for this purpose including scientific meetings, training programs and educational workshops, granting fellowships and travel awards and fostering official publication of scientific proceedings and other materials.
- To carry out any other measures to support research and prevention of perinatal and infant death, as determined by the General Members Meeting.
- To facilitate development and implementation of international standards.
- To work for the implementation of evidence-based preventive measures.
- To work for improved quality of care for affected parents.
Article I: Office
Section 1.1: Principal Office
The principal office of the Corporation shall be located at the treasurer's address or at such other places worldwide, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.
Section 1.2: Registered Office
The Corporation shall have and continuously maintain a Registered Office and a Registered Agent whose office is identical with such Registered Office as required by the New York Not-For-Profit Corporation Act. The Registered Office may be, but need not be, identical with the Principal Office of the Corporation.
The Registered Office of the Corporation shall be the address of an ISPID member residing in the USA or such other place as the Board of Directors may determine from time to time.
Article II: Board of Directors
Section 2.1: Powers, Number and Tenure
The business of the Corporation shall be managed by its Board of Directors, which may exercise all powers of the Corporation and perform all lawful acts that are by law, the Articles of Incorporation, and/or these Bylaws directed or required to be exercised or performed by the Board of Directors. The Board of Directors shall be comprised of natural persons over the age of 18 years. The Board of Directors shall consist of a minimum of four (4) individual members and four (4) representatives of organizations, and this shall be taken into account when nominations for the Board of Directors are considered by the election committee. The number of Directors may be increased or decreased by the Board. The number of Directors shall not be less than eight (8), nor more than thirteen (13). No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director. Directors, to fill the expired term of each Member of the Board of Directors, shall be elected by the Members at the General Member Meeting or at any regular or special meeting of the Members held in the manner provided by these Bylaws. Each Director, except when removed, shall hold office until his or her successor is elected and shall qualify. The term of office of Directors shall be four (4) years and shall not exceed five (5) years pursuant to N.Y. C.P.L.R.703 (McKinney 1995).
Section 2.2: Vacancies
If any vacancies occur in the Board of Directors they may be filled by a majority vote of the Members. Each Director so chosen shall hold office until the next General Member Meeting following the third anniversary of the Director's ascension to the Board, or until his or her successor is duly elected and shall qualify. If there are no Directors in office, any initial Director or Member as set forth in the Articles of Incorporation may call a special meeting in accordance with the provisions of these Bylaws, at which meeting such vacancies shall be filled. Newly created directorships resulting from an increase in the number of Directors shall be filled by vote of a majority of the Directors then in office, regardless of their number.
Section 2.3: Removal or Resignation
- Removal. Except as limited in this section, any or all of the Directors may be removed for cause or without cause by vote of the Members, or by vote of the Directors provided there is a quorum of not less than a majority present at the meeting of Directors at which such action is taken, subject to the following cumulative voting rule: no Director may be removed when the votes cast against his or her removal would be sufficient to elect him or her if voted cumulatively at an election at which the same total number of votes were cast and the entire Board, or the entire class of Directors of which he or she is a Member, were then being elected.
- Resignation. Any Director may resign at any time by giving written notice to the Board of Directors, the Executive Directors, if any, the Chairperson, if any, the Chairperson-Elect, if any, or the Secretary of the Corporation. Unless otherwise specified in such written notice, a resignation shall take effect upon delivery thereof to the Board of Directors or the designated Officer. It shall not be necessary for a resignation to be accepted before it becomes effective.
Section 2.4: Reduction of Number
No reduction of the authorized number of Directors shall have the effect of removing any Director before that Director's term of office expires.
Section 2.5: Compensation
Directors shall not be entitled to any compensation for their services as Directors, except that the Board of Directors may by resolution approve reimbursement for any reasonable expenses incurred in carrying out the Corporation's business, including, but not limited to, travel expenses, goods supplied in ordinary and usual course of business and liability insurance. No Director shall be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.
Section 2.6: Advisory Committee.
The Board of Directors may, by resolution, appoint, suspend or disband an Advisory Board named to advise the Board of Directors. The Board of Directors shall determine the number, qualification and term of Advisory Board Members, if any. Advisory Board Members shall be entitled to attend meetings of the Board of Directors, but shall not be entitled to vote as to any matter coming before the Board.
Section 2.7: Staggering of Terms
Directors elected or appointed shall be divided into either two, three, four or five classes for the purpose of staggering their terms of office. The terms of office of the Directors initially classified shall be as follows: that of the first class shall expire at the next General Member Meeting, or of the Board if there be no Members, the second class at the second succeeding General Member Meeting, the third class, if any, at the third succeeding General Member Meeting, the fourth class, if any, at the fourth succeeding General Member Meeting, and the fifth class, if any, at the fifth succeeding General Member Meeting. After such initial classification, Directors to replace those whose terms expire at each General Member Meeting shall be elected at such meeting to hold office for a full term in accordance with such classification pursuant to N.Y. C.P.L.R.703 (McKinney 1995).
Article III: Director and Member Meetings
Section 3.1: General Member Meeting
- Time and Place. The General Member Meeting shall be held at such place within or without the State of New York (and within or without the United States) as may be determined by the Board of Directors and as may be designated in the notice of such meeting. The meeting shall be held once every two years following the end of the Corporation's fiscal year, at such time as shall be determined by the Board of Directors.
- Purpose of Meeting. The business to be transacted at the General Member meeting shall be the election of Directors and such other business as shall be properly brought before the meeting. Functions of the General Member Meeting may include:
- Formal authorization of the Board to deal with matters pertaining to the Corporation that require attention between General Member Meetings.
- Appointment of two auditors to inspect the accounts of the Corporation.
- Receipt and ratification of the audited accounts of the Corporation for the preceding financial year.
- Receipt and ratification of the Treasurer's annual report.
- Determination of annual membership fees.
- Determination of the place of the next General Member Meeting.
- Determination of the Corporation's future activities.
- Notice. No change in the time or place for the meeting for the election of Directors shall be made within ten (10) days preceding the day on which the election is to be held. Written notice of any such change shall be given to each Member and the Board of Directors at least ten (10) days before the election is held, either in person, by e-mail, by facsimile or by letter mailed to him or her at the address last shown on the books of the Corporation. Notification together with the agenda shall be given in writing, sent out to members at least one month before the date of the General Member Meeting.
Section 3.2: Regular Meetings
Regular meetings of the Board of Directors may be held either within or outside the State of New York (and within or without the United States). Regular meetings of the Board of Directors shall be held at such times as are fixed from time to time by resolution of the Board of Directors. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors, nor of the business to be transacted at such meetings.
Section 3.3: Special Meetings
Special meetings of the Board of Directors may be called for any purpose or purposes, unless otherwise prohibited by statute or by the Articles of Incorporation, by the Executive Director, or if she or he is not present or if there is none, by the Chairperson, or if she or he is not present or if there is none, the Chairperson-Elect, or at the request in writing of at least two (2) Members of the Board of Directors. Such request shall state the purpose or purposes of the proposed meeting.
Section 3.4: Notice and Purpose of Meetings; Waiver
Each Director entitled to vote at any Board of Directors meeting shall be given, in person, by mail, by facsimile or by e-mail, written or printed notice of the purpose or purposes and the time and place of every regular and special meeting of the Board of Directors. If mailed, notice shall be sent to each Director at her or his address set forth in the Corporation's records. Except as provided by New York law, such notice shall be mailed or e-mailed not less than ten (10) days before the meeting nor more than fifty (50) days prior to the meeting. A Director may waive the notice of meeting by attendance, either in person or by proxy at the meeting, or by so stating in writing, either before or after such meeting. Attendance at a meeting for the expressed purpose of objecting that the meeting was not lawfully called or convened shall not, however, constitute a waiver of notice if such objection is made at the beginning of the meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than sixty (60) days, or if after the adjournment a new date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Director entitled to vote at the meeting.
Section 3.5: Quorum
The Board shall constitute a quorum for the transaction of business or of any specified item of business as follows: in the case of a Board of fifteen (15) Directors or fewer the quorum shall be at least one-half (1/2) of the entire number of Directors. In the case of a Board of more than fifteen (15) Directors the quorum shall be at least five (5) Directors plus one additional Director for every ten (10) Directors (or fraction thereof) in excess of fifteen (15).
Section 3.6: Voting Rights; Manner of Acting
Except as herein provided, each Director shall be entitled to one vote. The vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be sufficient to be the act of the Board.
Section 3.7: Telephonic Meetings
Any one or more Members of the Board or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. Any meeting by electronic communication of executive Board Members being not less than the quorum shall be deemed to constitute a meeting of the board.
Section 3.8: Action by Consent
Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all Members of the Board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Members of the Board or committee shall be filed with the minutes of the proceedings of the Board or committee. Any action taken by consent is effective when duly authorized representatives of all of the Directors have signed the consent, unless the consent specifies a different effective date. The record date for determining Directors entitled to take action without a meeting is the date the first duly authorized representative of a Member of the Board of Directors signs the consent. A written consent taken in accordance with this Section has the same force and effect as a unanimous vote of the Board of Directors.
Article IV: Committees
Section 4.1: Committees
The Board, by resolution adopted by a majority of the entire Board, may designate from among its Members an Executive Committee and other standing committees, each consisting of three (3) or more Directors. The Executive Committee may install committees for certain tasks; committee Members are nominated by the Executive Committee; the term of office of committee Members is normally four (4) years with the option of reappointment for one additional term.
Section 4.2: Election Committee
The Executive Committee shall appoint an Election Committee Consisting of two Members, these persons being retiring Executive Committee Members who are not standing for re-election to the Executive Committee, or Members of the Corporation, recruited for this purpose. The Election Committee is elected for one (1) year.
- The Election Committee shall call for nominations to be submitted for the Executive Committee positions, identify additional candidates and report to the Executive Committee.
- Elections for the Executive Committee will normally take place every two (2) years so that there is continuity in the Committee.
- The election will precede that year's General Member Meeting so that the newly elected Committee Members will form part of the Committee officiating at that meeting.
- The election of the Executive Committee will be conducted by mail (whether by paper or electronic media).
- The Election Committee will communicate to the Members the procedures for all such votes (deadline for voting, recipient of votes, person(s) who will count the votes, and procedure of announcing the result of voting).
Section 4.3: Powers and Authority
Each committee shall have all the authority of the Board, except that no such committee shall have authority as to the following matters: (1) The submission to Members of any action requiring Member's approval under this chapter; (2) The filling of vacancies in the Board of Directors or in any committee; (3) The fixing of compensation of the Directors for serving on the Board or on any committee; (4) The amendment or repeal of the Bylaws or the adoption of new Bylaws; or (5) The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or repealable. The Board may designate one or more Directors as alternate Members of any standing committee, who may replace any absent Member or Members at any meeting of such committee. These Bylaws hereby authorize the Board to create such special committees as may be deemed desirable. The Members of such committees shall be appointed by the Chairman of the Board or the Executive Director or the Chairperson of the Corporation, with the consent of the Board. Special committees shall have only the powers specifically delegated to them by the Board and in no case shall have powers which are not authorized for standing committees under this section. Each committee of the Board shall serve at the pleasure of the Board. The designation of any such committee and the delegation thereto of authority shall not alone relieve any Director of his or her duty to the Corporation.
Section 4.4: Term of Office
Each Member of a committee shall continue to serve on such committee until the committee shall be sooner terminated or until such Member is removed or resigns from such committee or ceases to qualify as a Member thereof. The term of office for all elected Executive Committee members is four years. However, Executive Committee Members shall remain in office until re-elections are held. All posts are open for re-election for one further term of four years. Members who have served on the Executive Committee may be proposed for election in another capacity, after having stood down for a minimum of two years.
Section 4.5: Committee Changes
The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, and to discharge any committee.
Section 4.6: Procedure and Meetings
Each committee shall have a Chair who shall be designated by the Board of Directors. Each committee shall fix its own rules of procedure and it shall meet at such times and at such place or places as may be provided by such rules or as the Members of the committee shall fix. Each committee shall keep regular minutes of its meetings, which it shall deliver to the Board of Directors from time to time. The Chair of each committee shall preside at meetings of each committee and shall report to the Board of Directors.
Section 4.7: Quorum
A majority of the committee Members shall constitute a quorum for the transaction of its business, and the affirmative vote of a majority of its Members present at any meeting at which there is a quorum shall be required for an action of the committee.
Section 4.8: Action by Consent
Any action required or permitted to be taken at any meeting of a committee of the Board of Directors may be taken without a meeting if a written consent to such action is signed by all Members of the committee and such written consent is filed with the minutes of its proceedings. Such action is effective when all committee Members have signed the consent, unless the consent specifies a different effective date. Such consent has the same force and effect as a unanimous vote of its Members.
Section 4.9: Telephonic Meetings
One or more Members of any committee may participate in a meeting of such committee by means of a conference telephone call or by similar communications equipment by means of which all persons participating in the meeting can hear one another at the same time. Such participation shall constitute presence in person at the meeting.
Section 4.10: Compensation.
Committee or working group members or other members of the ISPID shall not be entitled to any compensation for their services except that the Board of Directors may by resolution approve reimbursement for any reasonable expenses incurred in carrying out the corporation's business.
Article V: Officers
Section 5.1: Designations
The Officers of the Corporation shall be chosen by the Board of Directors by majority vote, with or without a formal meeting. The Officers of the Corporation shall exercise the powers and perform the duties set forth in these Bylaws or that are determined from time to time by the Board of Directors. The same individual may simultaneously hold more than one office in the Corporation. The Board of Directors may choose an Executive Director, a Chairperson, Vice Chairperson, Secretary, Treasurer and other such other Officers as it shall deem necessary or appropriate.
Section 5.2: Term of, and Removal from Office
Each Officer of the Corporation shall hold office until his or her successor is chosen and qualified. Any Officer may be removed, with or without cause, at any time by the Board of Directors by the affirmative vote of a majority of the Directors then in office. Removal from office, however, shall not prejudice the contract rights, if any, of the person removed. Any vacancy occurring in an office of the Corporation may be filled for the unexpired portion of the term by the Board of Directors. Nomination and election procedures shall be as determined by the Board of Directors, to the extent not inconsistent with the law, the Articles of Incorporation, or these Bylaws.
Section 5.3: Compensation
The Officers shall not be entitled to any compensation for their services as Officers, unless otherwise provided by the Board of Directors. No Officer shall be barred from serving the Corporation in any other capacity and from receiving compensation and reimbursement of reasonable expenses for such services.
Section 5.4: Chairperson
The Chairperson shall be an Officer of the Corporation and, subject to the direction of the Board of Directors, shall perform such executive, supervisory and management functions and duties as may be assigned to him or her from time to time by the Board of Directors. The Chairperson shall, if present, preside at all meetings of the Board of Directors. The Chairperson shall, in addition, be the Chief Executive Officer of the Corporation. The Chairperson of the Corporation convenes the General Member Meeting. If the Chairperson is unable to fulfil this task, the Board will choose one of its Members as the Chairperson's substitute.
Section 5.5: Executive Director
If the Board of Directors is desirous of appointing an Executive Director, the Executive Director shall be an Officer of the Corporation, reporting only to the Chairperson and the Board of Directors. The duties of the Executive Director shall include: planning, coordinating and implementing a program so as to best accomplish the stated objectives of the Corporation; coordinating and interfacing with other organizations which may be involved in relevant and/or complementary activities; exercising general supervision over the Corporation's employees; setting the date of the Corporation's Board of Director and Director meetings and serving as a Member of committees to which he or she is appointed by the Board of Directors; preparing the annual budget, and an annual report of the Corporation's activities and expenses; and such other duties as may be assigned to him or her from time to time by the Board of Directors. In the event no Executive Director is appointed, the duties and responsibilities of the Executive Director shall be carried out by the Chairperson or his or her chosen agent.
Section 5.6: Secretary
The Secretary shall attend all meetings of the Board of Directors and record all votes and prepare minutes of the proceedings of the meetings in a book to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the Board of Directors. The Secretary is responsible for the preparation of the minutes of the General Member Meeting, which shall be signed by him or her and by the Chairperson of the Corporation.
Section 5.7: Treasurer
The Treasurer shall render to the Chairperson, and the Board of Directors, whenever they may require it or at regular meetings of the Board, an account of all transactions and the financial condition of the Corporation.
Article VI: Insurance
Section 6.1: Insurance
The Board of Directors, by resolution, may authorize the Officers of the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee, fiduciary or agent of the Corporation or who, while a Director, Officer, employee, fiduciary or agent of the Corporation, or was serving at the request of the Corporation as a Director, Officer, employee, fiduciary or agent, against any liability or claims asserted against or incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VI. Any such insurance may be procured from any insurance company designated by the Board of Directors of the Corporation, whether such insurance company is formed under the laws of the State of New York or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has equity or any other interest, through stock ownership or otherwise.
Article VII: Powers
Section 7.1: Corporation Actions
The Board of Directors may select banks, trust companies or other depositories in which all funds of the Corporation not otherwise employed may, from time to time, be deposited to the credit of the Corporation. The Corporation may enter in to any arrangements with any Government or authority, Commonwealth, State, municipal, local or otherwise, that may seem conductive to any of the Corporation's objectives and to obtain from any such Government or authority any rights, privileges and concessions with the Corporation may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
Section 7.2: Publication
The Board of Directors may print and publish any newspapers, periodicals, books or leaflets that the Corporation may think desirable for the promotion of its objectives. This may include internet or web publications and other electronic means of communicating and promoting the organization's objectives.
Section 7.3: Procuring Contributions
The Officers of the Corporation may take steps by personal or written appeals, public meetings or otherwise, for the purpose of procuring contributions to the funds of the Corporation in the shape of donations, annual subscriptions or otherwise.
Section 7.4: Contracts
The Corporation may purchase or rent property, hire staff, and otherwise enter into contracts in furtherance of the objectives of the Society.
Article VIII: Finance
Section 8.1: Disbursements
The Board of Directors shall cause to be established a system regarding the manner in which disbursement for expenses are authorized. The Executive Director, or if none, the Chairperson, and one other Officer of the Corporation shall be authorized to make disbursements (sign checks) for expenses.
Section 8.2: True Accounts
True Accounts shall be kept of:
- The sums of money received and expended in the name of the Corporation by any member and the manner in respect of which such receipt and expenditure took place.
- The property, credits and liabilities in the name of the Corporation.
Section 8.3: Inspection of Accounts
Such accounts shall be open for inspection by Members, subject to any reasonable restrictions as to time and manner of inspection imposed by the Board of Directors. Members may request further clarification from the Treasurer at the General Member Meeting.
Section 8.4: Balance Sheets
The Executive Committee must ensure that audited accounts including a balance sheet and profit and loss statement, not more than eleven months old, are provided at each General Member Meeting.
Article IX: Indemnification
Section 9.1: Indemnification
The Corporation shall indemnify its Officers and Directors to the maximum extent allowed by N.Y. C.P.L.R. 722 (McKinney 1995) and any other provision of law so long as such indemnification does not cause the Corporation's liabilities to exceed its assets as determined in accordance with generally accepted accounting principles. For purposes of this Section, the term "Director" means an individual who is or was a Director of the Corporation and an individual who, while a Director of the Corporation, is or was serving at the Corporation's request as a Director, Officer, partner, trustee, employee, or agent of any other foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, or employee benefit plan. A Director shall be considered to be serving an employee benefit plan at the Corporation's request if his or her duties to the Corporation also impose duties on, or otherwise involve services by him or her to, the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context otherwise requires, the estate or personal representative of a Director.
Article X: Members
Section 10.1: Membership
The Corporation shall have two (2) or more classes of Members. Corporations, joint-stock associations, unincorporated associations and partnerships, as well as any other persons without limitation, may be Members. If the Corporation has more than two (2) classes of Members, the designation and characteristics of each class and the qualifications and rights of, and limitations upon, the Members of each class shall be set forth in a resolution of the Board of Directors. Individuals and organizations may be Members.
Section 10.2: Application for Membership
- Applications for membership shall be supported by at least one existing Member and submitted to the Secretary. The Secretary will then submit the applications to the Board for approval. Existing Members will be informed about the admission of any new Member(s) via the Society's Newsletter. If a Member resigns, his or her membership will end at the end of that year.
- Members shall pay an annual fee, the amount of which is settled at the General Member Meeting and shall be paid in advance by January 1st of each year.
- AAny Member who fails to pay his or her annual fee for one year will receive written notification from the Secretary that failure to pay all outstanding fees within three (3) months will inactivate his or her membership at the expiration of the period of six (3) months.
- Individuals who have achieved distinction in their work for the Corporation and/or in the field of perinatal and infant death research and prevention may be offered honorary membership if they have retired from active practice. Proposals for honorary membership will be presented to the Board at the General Member Meeting to be voted on. Honorary Members are excused from any membership fees.
Section 10.3: Termination of Membership
- Members may resign by a formal declaration at the General Member Meeting.
- Membership otherwise ends:
- On leaving the Society by the end of a calendar year if written notice has been given to the Board and a period of notice of three (3) months has been adhered to.
- For a natural person by death, for a legal entity by loss of legal capacity, for an association by dissolution.
- By expulsion, by the Board with the consent of the Members at the General Member Meeting, if the member has acted contrary to the interests of the Society. The member is to be given the opportunity to declare himself or herself prior to the decision. He or she is entitled to appeal against this notification of expulsion to the next statutory General Member Meeting. The appeal is to be filed in writing within four (4) weeks from delivery of the notification to the Member's most recent address given to the Society. The Member is entitled to be heard on this matter at the next General Member Meeting.
- By deletion from the members list due to a decision of the Board if the member is in arrears for dues at least two (2) years. Cash deposits and contributions in kind shall not be returned to members if members leave the Society or if the Society is dissolved.
Section 10.4: Ratification
Decisions on Amendments to Bylaws shall be ratified only if at least half (50%) of the Members of the Corporation vote on the Amendment, and at least three quarters (75%) of all votes cast are in favor. In the event that the General Member Meeting deems a matter of sufficient importance that it should be put to the vote of the whole membership, electronic or paper voting papers shall be sent to all members not present at the General Member Meeting in person or by proxy. Any decisions shall be taken on the basis of the largest vote. In the case of a tie, the Chairperson of the Corporation shall have the casting vote.
Section 10.5: Evidence of Membership
Pursuant to N.Y. C.P.L.R. 601 (McKinney 1995), membership maybe effected and evidenced by Membership Certificate or card or such method, including but not limited to the foregoing, as is prescribed by the Bylaws. However, Membership Certificates or cards shall not be transferable. If the Certificate of Incorporation or Bylaws permit transfer of membership, upon each such transfer the certificate or card issued to a former Member shall be surrendered, and a new Certificate or card shall be issued to the new Member. Except as otherwise provided in by New York law or the Certificate of Incorporation or the Bylaws, membership shall be terminated by death, resignation, expulsion, expiration of a term of membership or dissolution and corporate liquidation pursuant to New York law.
Section 10.6: Location of Member Meetings
Meetings of Members may be held at such place, within or without the State of New York (and within or without the United States), as may be fixed by the Board of Directors, or, under these Bylaws or, if not so fixed, at the office of the Corporation in this state.
Section 10.7: General Member Meetings
A meeting of the Members shall be held every two years as determined by the Board for amendment of the bylaws and the transaction of other business. The Board shall choose the date of this meeting.
Section 10.8: Special Member Meetings
Special meetings of the Members may be called by the Board or by any two (2) Officers of this Corporation. In any case, such meetings may be convened by the Members entitled to cast ten percent (10%) of the total number of votes entitled to be cast at such meeting, who may, in writing, demand the call of a special meeting specifying the date and month thereof, which shall not be less than two (2) nor more than three (3) months from the date of such written demand. The Secretary of the Corporation upon receiving the written demand shall promptly give notice of such meeting, or if he or she fails to do so within five (5) business days thereafter, any Member signing such demand may give such notice.
Section 10.9: Special Meeting for Election of Directors
If, for a period of one (1) month after the date fixed by or under the Bylaws for the General Member Meeting or, if no date has been so fixed, for a period of twenty-five (25) months after the formation of the Corporation or the last General Member Meeting, there is a failure to elect a sufficient number of Directors to conduct the business of the Corporation, the Board shall call a special meeting for the election of Directors. If such special meeting is not called by the Board within two (2) weeks after the expiration of such period or if it is so called but there is a failure to elect such Directors for a period of two (2) months after the expiration of such period, Members entitled to cast one hundred (100) votes or ten percent (10%) of the total number of votes entitled to be cast in an election of Directors, whichever is lesser, may, in writing, demand the call of a special meeting for the election of Directors specifying the date and month thereof, which shall not be less than two (2) nor more than three (3) months from the date of such written demand. The Secretary of the Corporation upon receiving the written demand shall promptly give notice of such meeting or, if he or she fails to do so within five (5) business days thereafter, any Member signing such demand may give such notice. At any such special meeting called on the demand of Members, notwithstanding N.Y. C.P.L.R. 608 (McKinney 1995) Quorum of Members, the Members attending, in person or by proxy, and entitled to vote in an election of Directors shall constitute a quorum for the purpose of electing Directors, but not for the transaction of any other business.
Section 10.10: Notice of Meeting of Members
Whenever Members are required or permitted to take any action at a meeting, written notice shall state the place, date and hour of the meeting and, unless it is a General Member Meeting, indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called. A copy of the notice of any meeting shall be given, personally or by mail, by facsimile, or by email, to each Member entitled to vote at such meeting. If the notice is given personally or by first class mail, it shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting; if mailed by any other class of mail, it shall be given not less than thirty (30) nor more than sixty (60) days before such date. If mailed, such notice is given when deposited in the mail, with postage thereon prepaid, directed to the Member at his or her address as it appears on the record of Members. Whenever this Corporation has more than five hundred (500) Members, the notice may be served by publication, in lieu of mailing, in a newspaper published in the county in the state in which the principal office of the Corporation is located, once a week for three (3) successive weeks next preceding the date of the meeting.
Section 10.11: Quorum at Member Meetings
Members entitled to cast one hundred (100) votes or one-fifth (1/5) of the total number of votes entitled to be cast, whichever is lesser, shall constitute a quorum at a meeting of Members for the transaction of any business.
Section 10.12: Vote of Members
Directors shall be elected by a simple majority of the votes cast at the General Member meeting by the Members entitled to vote in the election. Whenever any corporate action, other than the election of Directors, is to be taken, it shall be authorized by a majority of the votes cast at General Member Meeting by the Members entitled to vote thereon.
Section 10.13: Cumulative Voting
In all elections of Directors, each Member shall be entitled to as many votes as shall equal the number of votes which he would be entitled to cast for the election of Directors multiplied by the number of Directors to be elected. He or she may cast all of such votes for a single Director or may distribute them among the number to be voted for, or for any two (2) or more of them, as he or she may see fit.
Article XI: Liability
Section 11.1: Liability of Directors
Subject to N.Y. C.P.L.R. 719 (McKinney 1995), no Director shall be personally liable to the Corporation for monetary damages for any breach of fiduciary duty as a Director, except that no Director's liability to the Corporation for monetary damages shall be eliminated or limited on account of any of the following: (a) any breach of the Director's duty of loyalty to the Corporation or its Members; (b) any acts or omissions of the Director not in good faith or that involve intentional misconduct or a knowing violation of the law; (c) the Director's assent to or participation in a loan by the Corporation to any Director or Officer of the Corporation; or (d) any transaction in which the Director received improper personal benefit. Nothing herein will be construed to deprive any Director of the right to all defense ordinarily available to a Director nor will anything herein be construed to deprive any Director of any right for contribution from any other Director or other person. Any repeal or modification of this Article shall be prospective only and shall not adversely affect any right or protection in a Director of the Corporation existing at the time of such repeal or modification.
Article XII: Amendments
Section 12.1: Amendment of Articles of Incorporation and Bylaws
The Board of Directors shall have the sole power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation and to amend its Articles of Incorporation.
Article XIII: Fiscal Year
Section 13.1: Fiscal Year
The fiscal year of the Corporation shall be fixed by the Board of Directors.
Article XIV: Savings Clause
Section 14.1: Savings Clause
In the event that any Article or provision of these rules of governance are deemed, by a court of competent jurisdiction, to be contrary to state law or the Articles of Incorporation of the Corporation, then the following rules of governance shall apply:
- The Corporation has no Members, voting or otherwise.
- The Board of Directors of the Corporation has the obligation of
recommending, approving and electing individuals to the Board of Directors.
- A required qualification of any candidate to be included on the Board of
Directors shall be his or her recommendation, approval and election to the Board of Directors by the Board of Directors.
- Only those candidates which have been recommended, approved and elected by the Board of Directors may then serve as Members of the Board of Directors.
Article XV: Dissolution
Section 15.1: Dissolution
Upon dissolution, all assets shall be distributed to organizations recognized by the Internal Revenue Service as qualified under IRC 501(c)(3). Preference will be given to nonprofit, tax-exempt organizations that hold items in the public trust, such as museums within the scope of fostering perinatal and children's health. If there is no such public trust, distribution should be to an institution or institutions having objects similar to ISPID chosen by members at the time of dissolution or failing that by decision of the court. Distribution shall be determined by majority vote of the Board of Directors. No assets owned by the organization will be distributed to private dealers or collectors, corporate donors, or individuals. If necessary, a public auction may be held to dispose of any remaining assets. Any assets deemed worthless will be completely destroyed before disposal.
Article XVI: Miscellaneous Provisions
Section 16.1: Official Language
The official language is English.
Section 16.2: Definitions
- The World Health Organization definition of 'perinatal death' is: "death
occurring during late pregnancy (at 22 weeks completed gestation and over), during childbirth and up to 7 complete days of life".
- Infant mortality is defined as the death of a live-born infant in the first year of life.
- The Corporation's focus on perinatal and infant death is broader than these strict definitions and may include deaths from twenty (20) weeks completed gestation and up to the second year of life. This is subsequently referred to as "stillbirth and infant death".
Section 16.3: Non-Profit-Making Character
- The Corporation exclusively and directly pursues non-profit-making objectives within the meaning of the New York Not-For-Profit Corporation Statutes.
- Any funds must be used for the Corporation's objectives. Members shall not receive any profit, shares or any other financial benefits from the funds of the Corporation in their capacity as Members. If they cease to be Members or if the Corporation is dissolved, membership subscription fees previously paid shall not be reimbursed, and Members shall not otherwise be entitled to the assets of the Corporation. No person will be awarded administrative expenses against activities other than those directly related to the business and objectives of the Corporation, nor receive disproportionately high or unrelated remuneration of any other kind. The Corporation is entitled to any kind of administration of its own assets unless in opposition to tax regulations. It shall work on a non-profit-making basis only.
- Any funds should be used for the objectives within a reasonable time
period as proposed by the Board and approved by the General Member Meeting, allowing for the need to maintain a reasonable reserve fund to protect the Corporation's interests and liquidity.
- All Officers of the Corporation work in an honorary capacity. Commercial business in their capacity as Officers of the Corporation is not permitted.
Section 16.4: Written Resolutions
A resolution in writing signed by a simple majority of Members of the Executive Committee for the time being entitled to receive notice of a meeting of the committee, shall be as valid an effectual as if it had been passed at a meeting of the committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Executive Committee members. A telegram, cablegram, telex, facsimile communication, email message or radio message addressed to or received by the Executive Committee and purporting to be signed by a committee Member shall for the purposes of this Section be deemed to be a resolution in writing signed by such Member.
Amendments and Approval
- Updated 17/07/2013, by vote of the Members of the Board and board decisions in 2013
- Updated 15/01/2014, by vote of the Members of the Board and board decisions in 2014