Bylaws
These are the bylaws of the National Coalition of Black Lung and Respiratory Disease Clinics, Inc.
ARTICLE I – Name and Purpose
Section 1. Name of Corporation
As set forth in its charter, the corporation shall be known as the National Coalition of Black Lung and Respiratory Disease Clinics, Inc.
Section 2. Purpose of the Corporation
To adopt suggested standardized, comprehensive, clinical and programmatic guidelines that include evaluation methods of effectiveness and efficiency of clinical and program operations using best practices as a guideline.
To promote networking between related projects, organizations, and individuals, in order to facilitate communication and information exchange
To project a unified voice that enhances the image and perception of Black Lung Clinics and other respiratory disease clinic programs
To provide a medium for continuing education, training, facilitation of meetings, and technical assistance for participating members
To promote a system of financial management for participating members that will include solicitation of funds from resources not exclusively limited to third party payers
To identify and encourage participation of coal miners and others suffering from respiratory diseases in the coalition
To exercise all the powers conferred upon corporations formed under the Tennessee General Corporation Act in order to accomplish its charitable purposes, including but not limited to the power to accept donations and grants of money and/or property, whether real or personal, or any interest therein, wherever situated
ARTICLE II – Membership of the Corporation
Section 1. Membership
Any organization or individual, regardless of race, sex, creed, age, or national origin may become a member of this corporation upon application for membership and acceptance of membership application as provided in membership class criteria by the Board of Directors. Membership designation and original date of application acceptance shall be listed on the membership roster.
Section 2. Class of Membership
This corporation shall accept three (3) classes of membership as provided through the following criteria by the Board of Directors:
Organizational – An entity organized for the purpose of providing health care; to include primary care, pulmonary specialty diagnostics and/or treatment services, and/or pulmonary education/rehabilitation services, to the coal miner, his/her family, and/or others with chronic lung disease. (Grantees and sub-grantees of the Federal Black Lung Clinics Program)
Charter -Those original organizational members who paid one (1) year dues prior to October 1984 shall denote a Charter member.
Individual – Any individual that is supportive of the goals and purposes of the National Coalition of Black Lung and Respiratory Disease Clinics, Inc.
Honorary – Individuals or groups supportive of the National Coalition of Black Lung and Respiratory Disease Clinics, Inc. which have been approved as such by a majority vote of the Board of Directors.
Professional – I need the definition from the membership brochure. I do not have on I will look on the previous membership dues.
Section 3. Membership Dues
Dues shall be assessed annually by majority vote of the Board of Directors.
ARTICLE III – Board of Directors
Section 1. General Powers
The Board of Directors shall constitute the governing body of this corporation. It shall manage, control, and direct the affairs and property of the corporation, subject to these by-laws, and it shall have all powers necessary to carry out the purpose of thc corporation as set forth in ARTICLE I, Section 2. The Board may accept on behalf of the corporation, any contribution bequest or grant for the support of the corporation and it shall have the power to hire such administrative salaried staff, as it deems necessary. The Board of Directors or its designated agent shall have the power to enter into contracts, pledge assets, or other obligations it deems as necessary.
Section 2. Composition of the Board
The Board of Directors shall be composed of one (1) representative from each organizational member; each director has one (1) vote. The OrganizationalMember shall designate one (1) person to serve as the Coalition Board Member having the authority to act on behalf of the organization. If that designated representative cannot attend a board meeting, the Organizational Member can send another person from their organization with a “Letter of Assignmeiu”, to fully represent that Organizational Member including the authority of opinion and vote during that specific meeting. The organizational member shall designate one primary voting member and one secondary member within the organization who may contribute to the coalition in the same manner as a board member including chairing or serving on committees, but excluding holding an office. In the event the primary voting member is unable to attend said secondary shall have voting privileges.
Section 3. Right of Proxy
If an Organizational Member does not send a designated representative with a “Letter of Assignment”, lie/she may appoint another Board Member as proxy, with a limit of one (I) proxy vote per Board member. The Coalition secretary shall check each proxy vote to verify active Organizational Membership.
Section 4. Term of Office
Each Director shall serve a one (1) year term, which may be perpetual as in Charter Membership. Organizational Membership defines a Director’s ‘term of office’ with dues payable by October 1 of each calendar year.
Section 5. Removal and Replacement
Director shall be removed from membership on the Board when he or she submits his/her resignation to the Board and said is accepted.
Any Director may be removed from the Board if in its judgement the best interest of the corporation will be served. Any Director found to be obstructive to the progress of the Board and the corporation in fulfilling its goals can be removed by a two-thirds (2/3) vote of the entire Board membership.
A Board vacancy due to death, resignation, or any other reason shall be filled by the organization at its next regular meeting until said term is completed.
If Organizational Membership dues are not paid each year by the October 1 deadline that organizational board member shall be deleted from the organizational membership list, unless a letter of intent to pay said dues by December 31 of the same year is presented to the Board by an authorized representative (CEO, Fiscal Officer, etc.). This letter of intent must be presented at the time of the Annual Board meeting so that the full Board may vote on accepting the letter of intent before any business is voted on by the BoardMember presenting the letter of intent. This is only necessary if the Annual Board Meeting is held after October 1 on any given year.
ARTICLE IV – Officers
Section 1. Definition
The officers of this corporation shall be called Chairperson, Vice-Chairperson. Secretary, and Treasurer, all of who shall be elected from among the members of the Board.
Section 2. Duties and Functions of Officers
The Chairperson shall be responsible for the general supervision of the affairs and business of the corporation, subject to the control of the Board of Directors and in accordance with the purposes as stated in ARTICLE 1, Section 2 of the by-laws. The Chairperson shall preside at all meetings of the Board of Directors and Executive Committee. He/she shall appoint a Chair for each committee. The Chairperson shall sign all contracts and instruments and upon approval of the Board, shall enter into agreements which are necessary to carry out tile purposes of the corporation except where the Board or these by-laws require or authorize the signature of some other officer or agent of the corporation. Tile Chairperson is responsible for providing an Agenda to the Secretary for distribution to all Board of Directors and/or Executive Committee meetings, within twenty days of a scheduled meeting. If an emergent situation occurs which needs immediate action the Chairperson shall act in the best interest of the Coalition with the full approval of the Executive Board.
The Vice-Chairperson shall act as Chairperson in his/her absence or when required to do so by the Chairperson, and shall assist the Chairperson in the performance of his/her duties. The Vice-Chairperson shall serve as an ex-officio member of all committees appointed by the Chairperson.
The Secretary shall oversee the maintenance of accurate records of all the meetings of the Board of Directors and Executive Committee. The Secretary shall ensure that all required notices are given, ten days prior to a scheduled meeting of the Board of Directors and/or Executive Committee, and shall assume such other duties as designated by the Chairperson.
The Treasurer shall be responsible for the supervision of the accurate maintenance of the bookkeeping of the corporation. The Treasurer shall assure proper audits are conducted as required by the Board of Directors.
Section 3. Method of Election
The officers of the Board of Directors shall be elected by the Board immediately following the annual meeting of the general membership every two (2) years (odd). Nominations for officers may be held open until at least two (2) nominations have been made for each position, and voting shall be by secret ballot.
Section 4. Term of Office
The officers shall be elected every two (2) years, with a term limit of two (2) consecutive terms with the exception of Treasurer. Officers may be nominated and re-elected after a lapse of one (1) term.
Section 5. Removal and Replacement
An officer may be removed from office whenever discerned by three-fourths (3/4) vote of the Board of Directors that the best interest of the corporation shall be served thereby. The removal from an office shall not affect the organizational member term as a Director.
A vacancy in any office due to death, resignation, or any other reason shall be filled by the Executive Committee at its next regular meeting subject to ratification by the Board. A person so elected shall serve the remaining term of the person he/she replaces.
ARTICLE V – Committees of the Board
Section 1. Committees
The Board of Directors shall have the following standing committees: Executive Committee, Finance Committee, Membership Committee, and Governmental Affairs Committee. Committees shall meet 2 times a year. The Coalition Chairperson shall select the chairs of the committees. The new committee chair shall select members of the said committee. Committee members need not be members of the Board. Each committee’s composition should be broadly representative of the membership of the corporation and there shall be no more than 49% on any standing committee from the same state. All committees will have at least three (3) members.
Section 2. Duties and Functions
The Executive Committee shall be composed of the officers of the Board of Directors; the Chairperson, the Vice-Chairperson, the Secretary, the Treasurer, past Chairperson, and one (1) at-large Organizational Board Member from a state not already represented on the Executive Committee. The one (I) at-large Organizational Board Member shall be appointed by the current Chairperson. The Executive Committee shall meet at least two (2) times per year, or upon call by the Chairperson of the Board of Directors. There shall be no payment made for non-approved budget henis in excess of five hundred dollars (S500.OO) without full disclosure to and approval by the Board of Directors. The Executive Committee shall have the responsibilities of directing the Board in decisions concerning personnel, contracts, and other activities of the corporation provided through the purposes of the corporation stated in ARTICLE I, Section 2.
The Finance Committee shall be composed of the Treasurer and no less than three (3) but no more than six (6) other members appointed by the Chair of the said committee. The Finance Committee shall serve as the advisor to the Board of Directors in reviewing and monitoring the financial affairs, developing short and long-term goals and plans regarding budgets, contracts, etc, of the corporation.
The Membership Committee shall be composed of not less than three (3) and not more than seven (7) members appointed by the Chair of the said committee. The Membership Committee shall be responsible for the recruitment and retention of members and overseeing the distribution of all organizational publications. The Membership Committee shall act as an advisor to the Board of Directors in developing and monitoring short and long-range goals concerning corporation membership provided through the corporation purposes in ARTICLE I, Section 2.
The Governmental Affairs Committee shall be composed of not less than three (3), one of which is to be the Chairperson of the National Coalition and others as appointed by the Chair of the said committee. The committee is charged with long range planning, program development, and continued Federal support and funding.
Other committees may be, from time to time, formulated when deemed necessary by the Board of Directors or the Chairperson of the Board for the continuation, improvement, and furtherance of goals and purposes of the corporation. Such committees shaH be designated as a Standing Committee or Ad-Hoc Committee. The creation of an additional Standing Committee shall require Board action and an amendment of the corporation by-laws.
ARTICLE VI – Meetings
Section 1.
The National Coalition of Black Lung and Respiratory Disease Clinics, Incorporated will conduct meetings by following Robert’s Rules of Order.
Section 2.
All meetings and/or official communications of the Board. Executive Committee, standing committees and Ad-Hoc committees may consist of face-to-face meetings, conference phone calls, conventional mail or electronic communications providing all members are given appropriate prior notice and a quorum is participating.
Section 3.
The Board of Directors shall meet at least four times annually at such time and location as designated by the Board. Webinar meetings will be accepted as Board meetings. Roll Call will be taken before the start of the meetings and minutes will be kept.
The officers, committee chairpersons. and any other persons directed by the Chairperson of the Board, shall present reports and perform tasks concerning programs, activities, financial consideration and other important issues of the corporation. The officers of the Board shall be elected during the annual Board meeting.
A quorum shall consist of 50% plus one (1) Organizational Board Member.
Section 4. Committee Meetings
The Executive Committee shall meet at least two (2) times per year at such time and location designated by the committee. The Chairperson may call special meetings of the Executive Committee within a five (5) day notice of such a meeting and only that specified business may be transacted at a special called meeting. A quorum for the Executive Committee shall consists of the Chairperson, the Vice-Chairperson, the Secretary, the Treasurer, and one (1) at-large Organizational Board Member or his/her designee from a state not already represented on the Executive Committee. An Executive Committee member that misses two (2) consecutive meetings will be removed from that position. The Executive Committee Member who misses one (I) meeting without sending a designated representative shall receive a written notice from the Chair stating that failure to attend or send a designated representative to the next scheduled meeting could result in removal from office. If this should occur, the Chairperson will appoint a replacement for the vacated position and requires full Board of Directors approval.
The Financial, Governmental Affairs, and Membership Committees shall meet at least annually or as deemed necessary by the Board of Directors. The committee Chair or the Chairperson of the Board may call a special meeting with a five (5) day notice of such a meeting and only that business specified in the notice shall be transacted during such meeting. A quorum for the Financial, Governmental Affairs, and Membership Committees shall consist of a majority of the committee members.
Other committees designated as Ad-Hoc committees by the Chairperson of the Board shall meet as deemed necessary by the Committee or the Board of Directors. A quorum for these committee meetings shall be a majority of the committee members.
ARTICLE VII – General Provision
Section 1. Fiscal Year
The fiscal year of the corporation shall be from October 1 to September 30.
Section 2. Auditing Books
The Treasurer, with direction from the Finance Committee, shall cause the accounts of the corporation to be audited by Certified Public Accountant will conduct an independent audit every two years, unless otherwise required by the Board of Directors. A full statement of the accounts of the corporation shall be presented to the Board of Directors and Membership at the annual meeting.
Section 3. Books and Records
The corporation shall keep accurate and complete books and records of all meetings, proceedings of the Board and Membership, and all financial transactions and affairs of the corporation. Financial books including audit findings will be kept in the office of the current Treasurer of the Board. Records of the meetings, membership, and correspondence related to the Board will be kept in the office of the current Secretary of the Board.
Section 4. National Conferences
There will be both open and closed sessions at the conference. Closed sessions will be noted on the brochure and agenda.
ARTICLE VIII – Amendments
Section 1. Amendments
Amendments to the Charter or these by-laws shall be proposed to the Board of Directors for consideration. Proposed amendments shall be sent to the Board of Directors at least one (1) month prior to the date of the meeting. Such proposed amendments shall be adopted upon the vote of two-thirds (2/3) of those voting.