The Msplus Foundation Bylaws
ARTICLE I - NAME, PURPOSE
Section 1: The name of the organization shall be The Msplus Foundation.
Section 2: The Msplus Foundation is organized exclusively for charitable, scientific
and educational purposes; more specifically to educate, inform and support persons with Multiple Sclerosis, who have also been diagnosed with cancer. The Msplus
Foundation funds research and information-gathering activities, as well as developing and maintaining a web site at http://www.MSplus.org.
The MSplus Foundation will also provide Internet services for nonprofit corporations and disabled, elderly and other needy persons.
ARTICLE II - MEMBERSHIP
Section 1: Membership shall consist only of the members of the board of directors.
ARTICLE III - ANNUAL MEETING
Section 1: Annual Meeting. The Board of Directors shall set the date, time and place of the regular annual meeting.
Section 2: Special Meetings. The Chair or the Executive Committee may call special meetings.
Section 3: Notice. Notice of each meeting shall be given to each voting member before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, and Compensation. The Board is responsible for overall policy and direction of The
Msplus Foundation, and delegates responsibility for day-to-day operations to the Executive Director and committees. The Board shall have up to 11 and not fewer than 5 members. The board receives no compensation other than reasonable expenses.
Section 2: Meetings. The Board shall meet at least annually, at an agreed upon time and place.
Section 3: Board Elections. Election of new directors or election of current directors to a second term will occur as the first item of business at the annual meeting of the corporation. Directors will be elected by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve 3-year terms, but are eligible for re-election.
Section 5: Quorum. A quorum must be attended by at least 50 percent of the Board members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board meeting requires that each Board member have written notice in advance.
Section 7. Officers and Duties. There shall be five officers of the Board consisting of a President, Vice President, Secretary
and Treasurer. Upon election of his/her successor, the outgoing Chair will serve as "Immediate Past President".
Their duties are as follows:
- The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-President, Secretary and Treasurer.
- The Vice-Chair will chair committees on special subjects as designated by the board.
- The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda
to each Board member, and assuring that corporate records are maintained.
- The Treasurer shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board
members and the public.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to
Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the request of the President or one-third of the Board. The Secretary shall send out notices of special meetings to each Board member in advance.
ARTICLE V - COMMITTEES
Section 1: The Board may create committees as needed, such as program, fundraising, etc. The Board President appoints all committee chairs.
Section 2: The five officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the
Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3: Finance Committee. The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan,
and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. The Board or the Executive Committee must approve any major change in the budget. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
SECTION 4: Education Committee. The President may appoint committee(s) for any of The Msplus Foundation's individual programs. The committee(s) may include both members and non-members of the corporation.
Duties shall include review of program policies and procedures and making recommendations to the Board.
SECTION 5: Advisory Committee. The Advisory Committee shall be composed of up to six members who represent different areas of expertise within which the Board of Directors may need advice and direction. Each member will serve an initial term of one year. After the initial term, members may be invited for an additional term of one year. The term begins January 1 and ends December 31. This committee meets a minimum of twice a year to exchange information, provide advice and promote public understanding and awareness of The Msplus Foundation. Each Committee member will act as a mentor to at least one of the activities of The Msplus Foundation. The President and the Vice President shall select members of the Advisory Committee with review by the Board of Directors. The Vice President will chair the Advisory Committee and act as its liaison to the Board.
ARTICLE VI, EXECUTIVE DIRECTOR
SECTION 1: The Executive Director manages the day to day operation of the organization and is accountable to the Executive Committee for his or her performance. The Executive Committee directly supervises the Executive Director. The Executive Director is solely responsible for planning, organizing, staffing, directing and controlling all programs and activities of The Msplus Foundation, including but not limited to policy
development, personnel, fiscal/business management, resource development, community relations, Board relations and all other qualifications and requirements within the parameters of the personnel policies adopted by the Executive Committee.
ARTICLE VII - AMENDMENTS
Section 1: These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of The Msplus Foundation
on September 15, 1999.
