Article I Section 2 The QLA encompasses HORIZONS, which shall be the official newsletter of the QLA, and the general membership. Section 3 QLA will be governed by a volunteer Board of Directors. Section 4 QLA will have a paid Executive Director to handle the day-to-day operation of the Association and complete additional tasks at the direction of the Board of Directors. Section 5 The Association shall have an annual meeting. (will be included in Article IV, Section 1) (moved to Article V) Article II The purpose of QLA shall be: Section 1 QLA is a non-profit national association aimed at meeting the special needs of the person with a continent ostomy procedure - Barnett Continent Intestinal Reservoir (BCIR), Kock, ileoanal J-Pouch and continent urostomy procedures, and to educate others of the latest advances in alternative ostomy options. Section 2 To further the quality of life for those who have a continent intestinal reservoir (CIR), inflammatory bowel disease, familial polyposis, urinary tract disease, or other indications. Section 3 To publish HORIZONS, the official publication of the Quality Life Association. Section 4 To encourage and maintain a support group in the continuing care of CIR patients. Section 5 The QLA Chapters shall provide support to those in their respective areas by educating the community on inflammatory bowel disease and the CIR, establishing visitation programs, and other programs in accordance with the purpose and scope of QLA. Article III Section 1 The QLA leadership shall be provided by a Board of Directors which shall consist of seven elected members from the general membership. The Board of Directors shall be comprised of four Officers consisting of a President, a Vice-President, a Recording Secretary, a Treasurer, as well as three Directors. Section 2 Meetings of the Board of Directors shall be called by the Recording Secretary at the request of the President. A quorum shall consist of one-third (1/3) of the Board of Directors with the President presiding. In the absence of the President, the Vice-President shall preside. Section 3 The Governance Committee will submit a slate of officers for the approval of the membership. Nominations may also be made from the floor. An unopposed slate of candidates can be elected by voice vote. If more than one person is nominated for an office, the vote shall be by secret ballot. A candidate for office obtaining a simple majority of the votes cast will be declared the winner. Section 4 The Officers shall be elected for two-year terms. The three Directors shall initially be elected for a one-, two- and three-year term; subsequent elections thereafter shall be for three-year terms. Section 5 Members of the Board of Directors will be expected to participate fully in all Board activities, involvement in planning and carrying out QLA projects and activities, and regular attendance at all QLA Board meetings, Annual meetings, and educational symposiums. Board members who do not fulfill any of these requirements may be removed from the office by secret ballot of the majority of the Board, after the member has presented his/her case. Section 6 Medical Advisory Board. The Quality Life Association leadership shall be assisted by a Medical Advisory Board appointed by the Board of Directors. This Medical Advisory Board shall consist of two or more members from appropriate fields. The members shall serve three year terms. The Chairman of the Medical Advisory Board shall be appointed by the Board of Directors. Article IV Section 1 President. It shall be the duty of the President to preside at all meetings of the Association, to see that the rules of order and decorum be properly enforced in all deliberations of the Association; to sign the approved proceedings of each meeting, and to approve such orders as may be drawn upon the Treasurer for expenditures ordered by the Association. Each year prior to the Annual Meeting the President will appoint and chair a secret Barnett Harbinger Award committee to determine if there exists an individual(s) who has/have made outstanding contributions to QLA. If a recipient of the Barnett Harbinger Award is selected, the President or the President’s designee shall present the chosen recipient(s) with the Barnett Harbinger Award at the Annual meeting. Section 2 Vice-President. In the temporary absence of the President, the Vice-President shall perform the duties of the President in matters pertaining to the Association. In the event of a permanent absence of the President (from resignation, removal, etc.) the Vice-President shall assume the position of President in accordance with Article VIII Section 2. Section 3 Recording Secretary. It shall be the duty of the Recording Secretary to keep a true record of the proceedings of all meetings. The Recording Secretary shall report such unfinished business of previous meetings as may appear on his books requiring action and attend to such other business as the Association may direct. Section 4 Treasurer. It shall be the duty of the Treasurer, in conjunction with the Executive Director, to collect all monies due from the members, pay them out by order of the Association as indicated by the approved QLA budget; to edit the transactions under the direction of the Board of Directors; and to file all necessary federal and state reports on time. The Treasurer, in conjunction with the President or his designee, shall co-sign all checks and drafts made payable by QLA for amounts of $10,000 and above. Article V Section 1 Membership is available to anyone interested in the objectives of the Association as stated in Article II of these bylaws. Section 2 Membership shall be filed with the Membership Chairman on the blank form provided for that purpose upon payment of dues. Section 3 Membership shall be granted upon receipt of annual dues. Section 4 Members in good standing shall be entitled to vote in the election of officers of the Association, receive the official newsletter of the Association and participate in all Association matters. Section 5 Members in good standing, interested in the objectives of the Association, who meet the requirements as outlined by the Board of Directors, shall be able to hold office. Section 6 Members in good standing may hold only one (1) elected position at any given time. Section 7 QLA Chapters shall be established in areas as the need arises, governed by Bylaws, policies and procedures, and rules and regulations conforming to this Association. The Bylaws shall be approved by the Board of Directors of QLA. Article VI Section 1 Dues for active membership shall be $20.00 annually for single membership and $30.00 annually for family membership effective for the membership year beginning May 1, 2006. Effective January 1, 2007 the membership year reverts to a January through December year to match a change in the Association's fiscal year. Dues are payable January 1 for each fiscal year beginning in 2007. Dues received on or after October 1 shall provide membership for the remainder of the current fiscal year and subsequent fiscal year. In order to compensate for the effect of inflation and other rising costs, on January 1, 2007 and on January 1 of each subsequent year, the maximum annual membership dues will automatically increase, without a vote of the members, by an amount equal to 10% of the maximum annual dues for the immediately preceding year. The actual annual membership dues will be determined by the Board of Directors based upon the recommendation of the Treasurer and the Budget and Finance Committee. A majority vote of the active members voting in person or by proxy at the annual meeting shall be required for approval of an increase in annual dues above the maximum annual increase of 10%. Section 2 All members whose dues are unpaid for six months shall not be entitled to any of the privileges of QLA membership. Section 3 The Fiscal Year of the Association shall begin January 1 beginning January 1, 2007. Article VII Section 1 The Standing Committees of this organization shall be: 1. Budget and Finance, 2. Governance, 3. Membership, 4. Public Relations, and 5. Education. Adhoc Committees may be appointed by the President as needed. Section 2 The President of the Board of Directors shall appoint the Chairman of all committees. Section 3 Each committee shall consist of at least two members from the membership at large. These members shall be appointed by the Chairman of each committee. Article VIII Section 1 Vacancies occurring in the offices of the Association (except for a vacancy occurring in the office of President) shall be filled by election by the Board of Directors, to serve until expiration of the term of office. Section 2 A vacancy occurring in the office of the President of the Association shall be filled by the sitting Vice-President, to serve until the expiration of the term of office. Article IX Section 1 These Bylaws shall take effect immediately from the time they are adopted. Section 2 The Bylaws may be amended by a two-thirds (2/3) vote of the active members voting in person or by proxy at an annual meeting provided the members of the Association have been officially notified in writing at least 30 days in advance of the meeting at which the specified amendment will be considered. Revised 8/20/06; Adopted 9/9/06 |