a Maryland Nonprofit Corporation Last Amended August 2, 2012
ARTICLE I
General
Section 1. The following paragraphs contain provisions for the regulation and management of the National Coalition for Health Professional Education in Genetics, a Maryland nonprofit corporation.
Section 2. In the event that there is a conflict between a provision of these bylaws and a mandatory provision of the Articles of Incorporation of this corporation, or a mandatory provision of the laws of the state of Maryland, then, said mandatory provision of the laws of the state of Maryland or said mandatory provision of the Articles of Incorporation of this corporation shall control.
ARTICLE II
Offices and Agent
Section 1. Location. The principal and registered office of the corporation is in the state of Maryland. The corporation may have such other offices, either within or outside the state of Maryland, as the board of directors may determine or as the affairs of the corporation may require from time to time.
Section 2. Agent. The registered office and registered agent of the corporation may be changed from time to time in the manner prescribed by law without amending these bylaws.
ARTICLE III
Members
Section 1. Definition. The members of the corporation shall be all persons or parties who are participating in or supporting the activities and objectives of the corporation in its commitment to genetic and genomics education for health professionals. Member organizations and individuals broadly represent: a) health professionals (medicine, nursing, physician assistants, allied health, public health, social work, psychology, specialty groups), b) consumers, c) industry, d) health care, e) health care payers, f) genetics professionals, or g) government.
Section 2. Responsibilities. Members of NCHPEG are responsible for promoting policies, activities, and materials to improve genetic and genomics education and access to accurate information for health professionals, and for increasing effective and responsible use of new genetic and genomic knowledge and technologies by health professionals. This may include voting on issues brought to them by the board of directors. Members agree to abide by the decision resulting from any vote in so far as the activities of NCHPEG are concerned.
Section 3. Dues. Annual dues, with rates set by the board of directors, are required for membership. All members are encouraged to provide in-kind resources, such as support for conference calls and travel to support the general operations and activities of the coalition.
ARTICLE IV
Directors
Section 1. Powers of the board and qualifications of directors. Governance of the corporation shall be the responsibility of its board of directors. The board shall set policy directions, approve the annual budget, and have responsibility for hiring and terminating the executive director. The qualifications for holding the office of board member shall be knowledge of the activities, purposes, and goals of the corporation, and potential for making a substantial contribution to the corporation. Board members need not be residents of the state of Maryland.
Section 2. Number. The number of board members shall be sufficient to conduct the affairs of the corporation and to represent the membership and stakeholder community provided that the number shall never be increased above eighteen (18) or decreased below nine (9). The CEO will serve as a member of the Board. That number may be changed by a vote of at least two-thirds of the board members then in office. For purposes of staggering the terms of office, the elected members of the board of directors (see Sections 3 and 4, below) shall be divided into three classes, with similar numbers in each class. The terms of the classes will expire in consecutive years.
Section 3. Founding members. The founding members of NCHPEG—the American Medical Association, the American Nurses Association, and the National Human Genome Research Institute—will have designated seats on the board for a period of five years, beginning with the election of the first board (2002). During this five-year transition period, the representatives from the founding members will be appointed by those organizations. The current director of NHGRI will serve on the board of directors for a period of five years, beginning in 2002, as the representative of NHGRI.
Section 4. Other members. The remaining twelve (12) board members in the five-year transition, and all subsequent board members with the exception of the CEO shall be elected by the appointed representatives of NCHPEG’s member organizations and individuals; elections shall be held annually in October.
Section 5. Duration and number of terms. Board members shall serve three (3)-year terms. No member may serve more than two (2) consecutive terms unless he or she is elected as chairman, vice chairman, or secretary treasurer. In that event the member’s term shall be extended to the conclusion of his or her term in the elected office. Directors who have served two or more consecutive terms are eligible for re-election after an absence from the board of one (1) year.
Section 6. Officers. The NCHPEG board of directors will elect the following officers, who will constitute the executive committee: chairperson, vice-chairperson, and treasurer. The CEO shall act as secretary. Qualification for membership on the executive committee shall be membership on the board of directors for at least one (1) year immediately preceding the election. Officers shall be elected by a majority of the full board and shall serve for a term of two (2) years. No person shall succeed himself or herself as a member of the executive committee for more than two (2) consecutive terms. Terms of office for members of the executive committee shall be staggered tallow expiration of terms in successive years.
Section 7. Federal representatives. With the exception noted in Section 3, representatives from federal agencies will serve in non-voting capacities, as ex-officio members of the board. Any such representative should be appointed as the NCHPEG liaison by his or her agency, institute, or office, and should be recognized by the board as the official liaison for that agency, institute, or office.
Section 8. Vacancies. In the event a board member leaves his or her position before the expiration of his or her term, the board shall have the authority, by a vote of two-thirds (2/3rds) members, to select a replacement from the general membership to fill the unexpired term. In that event, the board shall take notice of the expertise of the departing member and attempt to replace that expertise with the new appointment. The new appointee shall join the same board class as the departing member and shall be eligible for election to one full term by the full membership of NCHPEG. The board also shall have the authority to leave a vacancy unfilled until the next regular election by the full membership, but there shall be no more than two such vacancies at any time.
In the event an officer leaves his or her position before the expiration of his or her term, the board shall have the authority, by a majority vote, to select a replacement from the board members to fill the unexpired term. The new appointee shall join the executive committee in the same class as the departing officer and shall be eligible for election to one full term by the board. The board also shall have the authority to leave a vacancy unfilled until the next regular board election, but there shall be no more than two such vacancies at any time.
Section 9. Absences. Two unexcused absences in a row terminate board membership. The determination of an excused absence shall be at the discretion of the chairperson.
Section 10. Removal. At any regular meeting, or a meeting called expressly for that purpose, board members may be removed with or without cause by a vote of three-quarters (3/4ths) of the directors then in office.
Section 11. Number of meetings. The board of directors shall meet three times each year; meetings may occur by conference call. One meeting shall occur in conjunction with NCHPEG’s annual meeting, if it is held. The board of directors may provide by resolution the time and place, either within or outside the state of Maryland, for the holding of additional regular meetings of the board without other notice than such resolution.
Section 12. Special meetings. Special meetings of the board of directors may be called by or at the request of the chair of the board of directors or any two-thirds (2/3rds) directors. The person or persons authorized to call special meetings of the board may fix any place, either within or outside the state of Maryland, as the place for holding any special meeting of the board called by them.
Notice of any special meeting of the board of directors shall be given at least fifteen (15) days prior there to by written notice delivered personally or sent by mail, email or telefax to each director at his or her address as shown by the records of the corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice is given by telefax or email such notice shall be deemed to be delivered when the telefax or email is transmitted. Except as provided herein with respect to the election of board members, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board need be specified in the notice or waiver of notice of such meeting.
Section 13. Quorum. Two-thirds (2/3rd) members of the board of directors shall constitute a quorum, for the transaction of business at any meeting of the board; but if fewer than two-thirds (2/3rd) board members are present at said meeting, a majority of the members present may adjourn the meeting without further notice.
Section 14. Board actions. The act of a majority of the board members present at a meeting at which a quorum is present shall be the act of the board of directors, unless otherwise specified in these bylaws.
Section 15. Compensation. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of NCHPEG. Except for the CE, board members as such shall receive no salaries for their services, but by resolution of the board of directors, expenses incurred for attending meetings of the board, if any, may be allowed for attendance at each regular or special meeting of the board and of any committee thereof.
Section 16. Actions outside board meetings. Any action required by law to be taken at a meeting of the board, or any action which may be taken at a meeting of the board, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the board members.
ARTICLE V
Committees and Working Groups
Section 1. General. The board of directors shall have the authority to cause the formation of permanent or temporary committees and working groups to further NCHPEG’s mission. The board shall elect by majority vote the chairperson of any board committee. The board, in conjunction with the CE(see Article VI, Section 1), shall appoint the chairperson(s) of non-board committees and working groups. In the event the chairperson of such a committee or working group is not a member of the board of directors, the board shall designate one of its members to serve as a liaison to said committee or group.
Section 2. Nominating committee. It shall be the duty of a nominating committee annually to prepare nominations for the election of board members and for election of board officers. The nominating committee shall be comprised of at least three NCHPEG representatives, selected by the board of directors. At least one member of the nominating committee shall be a member of the board. Members of the nominating committee cannot be nominated for positions on the board of directors.
Section 3. Finance committee. Subject to change of these bylaws, the finance committee shall consist of the officers (chairperson, vice-chairperson, and treasurer). The treasurer shall serve as chairperson of the committee. The chief executive officer shall serve as an ex-officio member. The committee shall review at least quarterly NCHPEG’s financial statements, provided by the CE, and shall report to the board of directors the fiscal status of the organization. In the fall of each year, the committee shall review the CEO’s proposed annual budget for the subsequent year and recommend to the board of directors its adoption or rejection. The committee also shall review the annual audit and the chairperson shall discuss its contents directly with the auditor in preparation for review of the audit by the full board of directors.
Section 4. Membership. The CEO will review and approve new member applications and report new members to the board at the next board meeting. If the CEO has questions about an application, a committee designated by the board shall review the pending membership application and recommend their approval or rejection to the board of directors. As requested by the board or as deemed necessary by the committee itself, the committee shall review membership guidelines, application procedures, and procedures for review of applications. The committee also shall develop and revise procedures for solicitation of new members and for assessing the level of participation of current members. The designated committee shall comprise no more than six NCHPEG representatives, including the chairperson, who shall select the remaining members in conjunction with the CE.
ARTICLE VI
Duties of Officers
Section 1. CE. The chief executive officer (CE), who may also be referred to as the executive director, shall be subject to the control and direction of the board of directors. The CEO shall perform such other duties as may be directed from time to time by the board of directors. The CEO shall be a member of the Board of Directors and shall attend all meetings of the board of directors and participate in all actions of the Board except those that involve the CEO’s compensation and/or employment.
Section 2. Notice and minutes. The CEO shall give notice of each meeting of the board of directors and the secretary/treasurer shall record all action taken at each such meeting and those minutes shall be kept at the NCHPEG offices. In the absence of the secretary/treasurer at any meeting a secretary pro tempore shall be appointed by the presiding officer.
Section 3. Presiding officer for meetings. The chair of the board shall preside at all meetings of the board of directors and shall perform such other duties as may be directed from time to time by the board of directors. In the absence of the chair of the board at any such meeting, the vice-chair shall preside at the meeting. If both the chair and vice-chair of the board are absent, a temporary presiding officer shall be elected by those in attendance.
Section 4. Treasurer. The treasurer shall be the chair of the finance and audit committee and shall oversee the revenue and expenses of the corporation. The treasurer shall perform such other duties as may be directed from time to time by the board of directors. The CEO shall have custody of the funds and other property of the corporation and shall keep accurate records thereof and of all receipts and disbursements of the corporation in financial books to be kept for that purpose and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation with such depository or depositories as shall be designed by the board of directors. The CEO shall render at each Board meeting and as requested a full and detailed account of all receipts and expenditures and submit a schedule showing all property and investments of the corporation and the changes, if any, since the last report.
ARTICLE VII
Contracts, Audits, Deposits, and Funds
Section 1. Authorizations. The board of directors may authorize any officer or officers, agent, or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Except where the organization is committed by virtue of approved grants and contracts, the CEO shall not commit the organization to any expense in excess of fifteen thousand dollars ($15,000) without approval by the executive committee, in consultation with the entire finance committee.
Section 2. Annual audit. The board of directors shall at least annually cause the books and accounts of the corporation to be audited by a certified public accountant.
Section 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts. The executive committee may accept on behalf of the corporation any contribution, gift, grant, bequest, or device for the general purposes or for any special purpose of the corporation.
ARTICLE VIII
Books and Records
Section 1. General. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors, and committees having any of the authority of the board of directors. All books and records of the corporation may be inspected by any director for any proper purpose at any reasonable time.
ARTICLE IX
Waiver of Notice
Section 1. General. Whenever any notice is required to be given under the provisions of the Maryland Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall be deemed waiver of notice thereof, except where the person attending does so for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE X
Amendments to Bylaws
Section 1. Process. These bylaws may be altered, amended, or repealed and new bylaws may be adopted by a two-thirds vote of the directors present at any regular meeting or at any special meeting, if at least twenty (20) days' written notice is given of intention to alter, amend, or repeal or to adopt new bylaws at such meeting.
ARTICLE XI
Indemnity
Section 1. General. The provisions of this article shall apply teach director, committee member, or officer of the corporation. The words "officer" and "officers," wherever used hereafter in this article, shall include any one or more of the persons above described. The corporation shall indemnify any and all of its officers or former officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been officers or an officer of the corporation, except in relation to matters as to which any such officer or former officer shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any agreement or otherwise.
Adopted this 28th day of January 2003
Last amended August 2, 2012
APPENDIX
NB: Revision or removal of any of these appendices requires approval only by a simple majority of the board of directors; these appendices are not subject to the requirements for amendment that apply to the bylaws.
- 1. Offices. The principal offices of NCHPEG shall be located at 2360 W. Joppa Road, Suite 320, Lutherville, Maryland.
- 2. Current agent. The registered agent of the corporation at the above-designated registered office shall be Joan Scott.
- 3. Membership. Should a local or regional affiliate of a national organization apply for membership, we will encourage the group to work through its national office, if the national office is already a member. If that is not the case, we will encourage the national organization to apply for membership.
The membership categories established for the purpose of dues, and the dues structure, are:
Category A: For-Profit Organization
- Annual revenue above $100MM - $15,000
- Annual revenue of $5MM – 100MM - $750
- Annual revenue under $5MM - $250
Category B: professional societies, federal government agencies, foundations and granting agencies, educational/academic institutions, and medical/health care institutions -- $300
Category C: consumer groups -- $125
Category D: individuals -- $35
Individuals will be full voting members and can serve on the board.
- Patron: $1,000 - $4,999
- Benefactor: $5,000 and up
- 4. Endorsement of Non-NCHPEG Statements and Policies February 27, 2012.
Introduction
NCHPEG member organizations and other entities increasingly ask for NCHPEG endorsement of policies and position statements related to genetics-based education and health care. The following policy is intended to guide review and decisions related to requests for endorsement.
Central assumptions
- NCHPEG will consider requests for endorsement from dues-paying members only.
- NCHPEG will restrict endorsement to policies and position statements that are directly related to NCHPEG’s mission and that are consistent with the assumptions and values inherent in NCHPEG’s internal policies and programs.
- NCHPEG will be especially sensitive to potential endorsements that might conflict with the interests of other members and will be particularly cautious when requests involve potential commercial interests.
Procedures for review and approval
- All requests for endorsement must be presented in writing to NCHPEG’s executive director and must include all relevant documents.
- The executive director will summarize the request and the associated information and present the summary to NCHPEG’s executive committee for initial review.
- The executive committee may request additional information from the applicant before rendering a judgment on the suitability of the request.
- The executive committee will forward its recommendation to NCHPEG’s board of directors, which will have final authority for approval or denial of endorsement. The board may render its decision in the course of a regularly scheduled meeting, or, in the case of exigent circumstances, via an e-mail ballot. Approval must be unanimous.
- The executive director will convey the board's decision to the applicant.
- Approval of endorsement by the NCHPEG board will carry with it the right of the applicant to signal that endorsement as follows: “This policy/statement was approved by the NCHPEG board of directors on (date).” Endorsement will also carry the right to use the NCHPEG log in conjunction with that statement. NCHPEG’s executive director must review and approve any use of the statement and log before publication.