By-Laws

Purpose/Mission Statement:

To unite individuals in a charitable organization to partner with pediatric healthcare and service providers to deliver the best care and to contribute to children’s independence and optimize their quality of life.

Membership:

Membership shall be open to all individuals interested in the purpose and mission of the Corporation. Once admitted, a member of the Corporation (a “Member”) shall remain in good standing unless such Member resigns or falls more than 12 months past due in payment of dues required under these By-Laws.

ARTICLE 1 – Meetings of Members:

1. Meetings. Regular meetings of Members shall be held on the first Thursday of each month. Should the first Thursday of a given month fall on a holiday, that month’s regular meeting will be held on the Thursday next. Alternate meeting days for any regular meeting may be designated by the President of the Corporation upon no less than seven days’ written or electronic notice to all of the Members. The Members shall elect the officers of the corporation at a regular meeting or at any special meeting called for that purpose every odd-numbered year (the “Election Meeting.”) The Members shall fill a vacancy in any office at a regular meeting or at any special meeting called for that purpose. Special meetings of the Members may be (i) designated by the President at his or her discretion, (ii) called by resolution of the Board of Directors of the Corporation (the “Board”) or (iii) requested by any number of Members sufficient to constitute a quorum at any regular meeting of the Members by written request delivered to the Secretary of the Corporation. Any one or more Members may participate in a meeting of the Members by means of telephone, video conference or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time and can participate in all matters before the Members. Participation by such means shall constitute presence in person at a meeting.

2. Quorum. At all regular or special meetings of the Members, at least seven Members present in person shall constitute a quorum for the transaction of business. In the absence of a quorum, the Members present in person shall adjourn the meeting from that time until a quorum is present. The Secretary shall give prompt written or electronic notice sent to all of the Members of the time and place of the rescheduled meeting, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.

3. Organization. The President shall preside at all meetings of the Members or, in the absence of the President, the 1st Vice President or 2nd Vice President, as applicable, shall preside. The Secretary shall act as secretary at all meetings of the Members, but in the absence of the Secretary, the presiding Member may appoint any person to act as secretary of the meeting. Meetings shall be conducted under parliamentary procedure as outlined in Robert’s Rules of Order.

Order of Business at Meetings:

  1. President’s Remarks
  2. Reading of Minutes
  3. Treasurer’s Report
  4. Secretary’s Report (including Communications and Good & Welfare)
  5. Committee Report
  6. Old Business
  7. New Business
  8. Adjournment

4. Voting. At any meeting of the Members, each Member present in person shall be entitled to one vote. Upon demand of any member, any vote taken during the meeting shall be by ballot. For the avoidance of doubt, voting by proxy shall not be permitted at any meeting of the Members.

5. Action by Members. Except as otherwise provided by statute or by these By-Laws, any corporate action authorized by a majority of the votes cast at a meeting of Members shall be the act of the Members. Action may be taken without a meeting on written or electronic consent, setting forth the action to be taken, signed by a majority of the Members. If the consent of a Member is written, it must be signed by such Member. If the consent of a Member is electronic, it must be able to be reasonably determined to have been sent by such Member.

6. Special Actions. The vote of two-thirds of all the Members (taken at a meeting or by written or electronic consent) shall be required for (i) the sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation, (ii) approval of a plan of merger or (iii) authorization of a plan of non-judicial dissolution.

ARTICLE II – Officers:

1. Officers. The elected officers shall consist of President, 1st Vice President, 2nd Vice President, Treasurer and Secretary. Additional officers of Assistant Treasurer and Assistant Secretary may be filled in any particular year with the consent of two-thirds of the Members at any meeting at which a quorum exists, provided that no Assistant Secretary or Assistant Treasurer shall be a member of the Board. Subject to subsection 6 below, each officer shall be elected by a plurality vote of the Members at an Election Meeting at which a quorum exists, for a term of two years, which term shall begin on the first day of January and shall continue in office until the last day in December of the following year, and shall continue in office until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation or removal. No Member shall serve as President for more than two successive terms.

2. Duties. The duties of the officers shall be as follows:

PRESIDENT:
To preside at all regular meetings and special meetings of the Members, to appoint committees of the Corporation that may be necessary to assist the President in the administration of the duties arising in connection with the operation of the Corporation, to have general supervision of the affairs of the Corporation, and to perform all duties incident to the office of President and such other duties as the Board may assign from time to time. The President is authorized to approve Corporation expenditures not exceeding $5,000 in the aggregate per annum. The President, and any other officer as may be designated by resolution of the Members, is authorized to execute in the name of the Corporation all contracts authorized or approved either generally or specifically by the Board. The President shall serve on all committees of the Corporation.

1st VICE PRESIDENT:
To assume and carry on the duties of the President in his or her absence or incapacity, to attend all committee meetings as an observer, and to perform all duties incident to the office of 1st Vice President and such other duties as the Board may assign from time to time.

2nd VICE PRESIDENT:
To assume the duties of the President in the absence of the President and 1st Vice President.

SECRETARY:
To keep and preserve a record of the minutes of all meetings of the Members and all meetings of the Board, to issue all notices to all the Members regarding meetings or other matters at the discretion of the President, to care for the correspondence of the organization, and to perform all duties incident to the office of Secretary and such other duties as the Board may assign from time to time.

TREASURER:
To attend to all matters connected with the finances of the organization. All checks issued by the Corporation must be signed by the Treasurer or any other officer as may be designated by resolution of the Members.

The Treasurer shall submit the Corporation’s annual financial records to an independent auditor designated by resolution of the Members and upon completion of the annual report of such auditor shall submit a copy of such annual report to the Members at the next meeting of the Members. The Treasurer shall direct the Secretary to file such annual report with the records of the Corporation and enter a copy or abstract thereof in the minutes of the proceedings of such meeting of the Members.

Other Agents: The Members may by resolution appoint outside agents from time to time if the Members determine that such appointment is necessary for the performance of services that are required for the operation of the Corporation. Such agents shall serve at the pleasure of the Members and shall have the authority to perform such services for such reasonable compensation as the Members may determine.

3. Compensation. No officer of the Corporation shall be paid any compensation by the Corporation for his or her services as an officer of the Corporation.

4. Removal. Any officer of the Corporation may be removed with or without cause by the vote of a majority of all of the Members.

5. Resignation. Any officer of the Corporation may resign from his or her position as an officer of the Corporation at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board or the President. The acceptance of a resignation by the Board shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of any officer of the Corporation.

6. Vacancy. In case of any vacancy in any office, a successor to fill the unexpired portion of the term of such office may be elected by a plurality vote of the Members present at any regular meeting or special meeting of the Members at which a quorum exists.

ARTICLE III: Board of Directors:

1. Board of Directors. The Board shall have general power to control and manage the affairs and property of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein. The Board may exercise all such powers necessary or appropriate to manage the affairs and further the purposes of the Corporation in conformity with the Certificate of Incorporation and these By-Laws and, subject to subsection 8 below and as otherwise specified herein, may delegate all such powers to the officers and Members of the Corporation.

2. Structure. The Board shall consist of the immediate past two Presidents and the elected officers. In the event any of the immediate two past Presidents cannot participate on the Board, the President shall appoint another past President to fill this obligation. The Board shall elect a Chair to preside at all meetings of the Board, provided that neither the President nor the Treasurer shall serve as the Chair.

3. Meetings. Meetings of the Board may be held at times and places as the Board may fix from time to time, provided that the Board shall meet in person at least once per calendar year. Any one or more Directors may participate in a meeting of the Board by means of telephone, video conference or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time and can participate in all matters before the Board. Participation by such means shall constitute presence in person at a meeting. Special meetings of the Board shall be held whenever called by the President or upon written request of not less than three members of the Board, in each case at such time and place as shall be fixed by the person or persons calling such meeting.

4. Notice of Meetings. Regular meetings of the Board may be held without notice of the time and place if such meetings are fixed by the Board. Notice of the time and place of each regular meeting not fixed by the Board and each special meeting of the Board shall be (i) delivered to each Director by e-mail or facsimile at least five days before the day on which such meeting is to be held. To discuss matters requiring prompt action, notice of special meetings may be sent to each Director by e-mail, facsimile, or telephone, or given personally, no less than 48 hours before the time at which such meeting is to be held, unless the meeting must be held within 48 hours. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Waivers of notice by any Director sent by email must be able to be reasonably determined to be sent by such Director.

5. Quorum. Presence of a majority of the entire Board shall constitute a quorum for the transaction of business. In the absence of a quorum, the Directors present in person shall adjourn the meeting from that time until a quorum is present. The Secretary shall give prompt written or electronic notice to all of the Directors of the time and place of the rescheduled meeting, and at the new meeting any business may be transacted which might have been transacted at the meeting as originally called.

6. Voting. Except as otherwise provided by law or these By-Laws, at any meeting of the Board at which a quorum is present, the affirmative vote of a majority of the Directors present shall be the act of the Board. Any one or more Directors may participate in a meeting of the Board by means of telephone, video conference or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time and can participate in all matters before the Board. Participation by such means shall constitute presence in person at a meeting.

7. Action by the Board. Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors consent in writing to the adoption of a resolution authorizing such action. Such consent may be written or electronic. If the consent of a Director is written, it must be signed by such Director. If the consent of a Director is electronic, it must be able to be reasonably determined to have been sent by such director. The resolution and the written consents thereto by the Directors shall be filed with the minutes of the proceedings of the Board.

8. Special Actions. The vote of two-thirds of the entire Board shall be required to approve and recommend to the Membership (i) the sale, lease, exchange or other disposition of all or substantially all of the assets of the Corporation, (ii) approval of a plan of merger, (iii) authorization of a plan of non-judicial dissolution or (iv) any alteration to these By-Laws or the Certificate of Incorporation of the Corporation that would increase the quorum requirement or vote requirement to greater than a majority of the Board present at the time of the vote.

9. Compensation. No Director of the Corporation shall be paid any compensation by the Corporation for his or her services as a Director of the Corporation.

10. Removal. Any Director may be removed at any time for cause by the vote of a majority of Directors then in office at a regular meeting or special meeting of the Board. Any Director may be removed at any time with or without cause by the vote of a majority of all of the Members.

11. Resignation. Any Director may resign from the Board at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board or the President. The acceptance of a resignation by the Board shall not be necessary to make it effective, but no resignation shall discharge any accrued obligation or duty of any Director.

12. Vacancy. Any vacancy on the Board arising at any time and from any cause shall be filled in accordance with Article III, Section 2 of these By-Laws. Any replacement Director shall serve until his or her successor is elected or appointed. A vacancy on the Board shall be deemed to exist upon (i) the death, resignation or removal of any Director or (ii) an increase in the authorized number of Directors by resolution of the Members.

13. Approval of Annual Budget. The Board shall approve the annual budget of the Corporation by the vote of a majority of Directors present at a meeting at which a quorum is present.

14. Policies and Procedures. The Board may adopt such policies and procedures (including, by way of example and not limitation, policies regarding (i) conduct of Members, administrators, contractors, consultants and other service providers, and (ii) assessment of the Corporation’s performance and effectiveness) as it deems necessary or appropriate from time to time. Any such policies and procedures shall be approved by vote of a majority of Directors at a meeting at which a quorum exists, and shall be included in the minutes of such meeting.

ARTICLE IV – Committees:

The Board may create committees of the Board and committees of the Corporation as the Board determines necessary or desirable, provided that the Corporation shall have at a minimum the following committees:

The President shall appoint the following committees of the Corporation:

1. Membership Committee: The Membership Committee shall (i) maintain membership records, (ii) attempt to increase the Corporation’s membership, (iii) advise the Board on all matters pertaining to the existing Members and (iv) ensure timely collection of dues from the Members. The Membership Committee shall have the number of members as appointed by the President at any given time.

3. Charity Committee: The Charity Committee shall have no less than four members and shall make recommendations to the Board for distribution of funds to recognized and accredited charities. The recommendations shall be submitted in writing and voted upon by the Members either at a membership meeting or electronically.

4. Nominating Committee: The Nominating Committee shall propose a slate of officers to be voted on by the Members at the Election Meeting or at a special meeting of the Members held for the purpose of filling a vacancy in any office. The Nominating Committee shall submit such nominations to the Secretary at least seven days before the date of any Election Meeting or special meeting called for the purpose of filling a vacancy in any office. The Nominating Committee shall have the number of members as appointed by the President at any given time.

5. Public Relations Committee: The Public Relations Committee shall promote the Corporation and its activities through Website/Social Media/Marketing/Branding and Public Relations. The Public Relations Committee shall have the number of members as appointed by the President at any given time.

6. HUG Gala Committee: The HUG Gala Committee shall manage the selection process of honorees, manage the gala event and issue a journal whose main purpose is to raise funds for the Corporation. The HUG Gala Committee shall have the number of members as appointed by the President at any given time.

7. Events Committee: The Events Committee shall formulate, plan and run Corporation events other than the HUG Gala. The Events Committee shall have the number of members as appointed by the President at any given time.

8. Finance Committee: The Finance Committee shall administer the Club's budget and maintain the Club's funds in a fiscally responsible way. The Treasurer shall be the chairperson of this committee. The Finance Committee shall have the number of members as appointed by the President at any given time.

9. Ad Hoc Committees: The President shall appoint ad hoc committees at his or her discretion to deal with matters arising from time to time that cannot be addressed by any other committee of the Corporation. Such committees shall report to the President. If no set time frame is established for the existence of any ad hoc committee, such committee will dissolve at the end of the term of the President who created it.

ARTICLE V – Dues:

1. The membership year shall be from January 1 to December 31. The annual dues of the Members shall be fixed from time to time by the Board.

2. A Member in good standing shall be one whose dues are received by the Corporation on or before March 1 in any given year. Any Member whose dues have not been received by the Corporation within 12 months of the due date thereof in any given year shall be considered to have resigned.

ARTICLE VI – Amendments:

1. These By-Laws may be amended, modified or repealed only by the vote of two-thirds of all of the Members. Proposed amendments to these By-Laws must be delivered in writing to the President no less than two weeks prior to a regular meeting of the Members. The President shall present the proposed amendment to the Members at the next regular meeting and action thereon shall be postponed until the following regular meeting.

2. All By-Laws and constitutions enacted prior to the adoption of this constitution are hereby amended and restated and replaced in their entirety.

ARTICLE VII – Indemnification and Insurance:

1. Indemnification. The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she is or was a Director, officer or agent of the Corporation, against any judgments, fines, amounts paid in settlement and reasonable expenses related thereto, including attorneys’ fees. No indemnification may be made to or on behalf of any such person if (i) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.

2. Insurance. The Corporation shall have the power to purchase and maintain all insurance policies deemed by the Board to be in the best interest of the Corporation, including insurance to cover the Corporation for any obligation it incurs as a result of its indemnification of its Directors, officers and agents pursuant to subsection 1 above, or to indemnify such persons in instances in which they may be entitled to indemnification pursuant to subsection 1 above.

ARTICLE VIII – Dissolution:

In the event of the dissolution of Project Help Us Give, Inc., all monies on hand shall be donated to organized charities as proposed by the Charity Committee and approved by the Members. No Member shall participate in any of the remaining funds should a dissolution occur.