Bylaws of The Society for Participatory Medicine
1. The Society For Participatory Medicine, Inc. (the “Corporation”) shall exist to promote the concept of participatory medicine by and among patients, caregivers and their medical teams and to promote clinical transparency among patients and their physicians through the exchange of information on a website of the Corporation, via conferences, as well through the distribution of correspondence and other written materials; to advance the understanding of physicians and other professionals in the importance of well-informed, empowered and engaged patients making informed decisions about their care and treatment; to foster communication among medical, communication, patient advocacy and public health subspecialties and the exchange of a wide range of ideas related to participatory medicine; to support informational and other research programs of the highest quality in participatory medicine; to proactively minimize the effect of the digital divide in the development of participatory medicine in minorities and disenfranchised populations by providing information to patients through the distribution of informational materials and correspondence ; to conduct any and all lawful activities that may be necessary, useful or desirable for the furtherance, accomplishment or attainment of the foregoing purposes, which activities would not endanger its not-for-profit status; to conduct any and all other charitable activities as shall from time to time be found appropriate in connection with the foregoing as are lawful for not-for-profit corporations, within the meaning of Section 501(c)(3) of the Code; and to conduct any and all lawful activities that may be necessary, useful or desirable for the furtherance, accomplishment or attainment of the foregoing purposes, which activities would not endanger its not-for-profit status; and to conduct any and all other activities as shall from time to time be found appropriate in connection with the foregoing and as are lawful for not-for-profit corporations, within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and, in furtherance thereof, to exercise any and all powers which it may now or hereafter be lawful for the Corporation to exercise under and pursuant to the Corporation’s Certificate of Incorporation and the laws of the State of New York (the “Purpose”).
2.1. Principal Office. The principal office of the Corporation shall be in the city, incorporated village or town and county within the State of New York as is designated in the Corporation’s Certificate of Incorporation.
2.2. Additional Offices. The Corporation may also have offices and places of business at such other places, within or without the State of New York, as the Board of Directors of the Corporation (the “Board of Directors” or the “Board”) may from time to time determine or the business of the Corporation may require.
3. The Corporation shall have no members.
BOARD OF DIRECTORS
4.1. Powers, Number and Qualifications. The Board shall be responsible for the overall policy and direction of the Corporation, and may delegate responsibilities for day-to-day operations to the Corporation’s Executive Director and committees.
4.1.1. Director shall perform his or her duties as a Director, including such Director’s duties as a member of any committee of the Board upon which such Director may serve, in good faith, in a manner such Director reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such Director’s duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:
18.104.22.168. one (1) or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
22.214.171.124. counsel, public accountants or other person as to matters that the Director reasonably believes to be within such person’s professional or expert competence; or
126.96.36.199. a committee of the Board upon which such Director does not serve, duly designated in accordance with a provision of these Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence; but such Director shall not be considered to be acting in good faith if such Director has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who performs such duties shall have no liability by reason of being or having been a Director of the Corporation.
4.1.2. The number of directors constituting the entire Board of Directors shall be as many as eighteen (18); however the number of directors may be increased or decreased by amendment of these Bylaws, but no decrease shall shorten the term of any incumbent director and in no event shall the Board consist of less than three (3) directors. A majority of the Board of Directors shall be persons who have demonstrated their support for the Purpose as evidenced by their accomplishments, formal education or training or their history of volunteer or other contributory service to medical or healthcare organizations. Each director shall be at least eighteen (18) years of age.
4.1.3. Presumption of Assent. A Director of the Corporation who is present at a meeting of its Board of Directors at which any action on any corporate matter is taken shall be presumed to have assented to the action unless such Director’s dissent shall be entered in the minutes of the meeting or unless such Director shall file such Director’s written dissent to such action with the Secretary of the meeting before the adjournment thereof or shall forward such dissent in writing to the Secretary of the Corporation within three (3) days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
4.2. Election and Term of Office. The names and addresses of the members of the first Board of Directors have been stated in the Articles. Such persons shall hold office until the organizational meeting of Board of Directors and/or until their successors shall have been elected and qualified. Each Director shall hold office until the due election and qualification of their successor(s) or until their earlier death, resignation or removal.
4.3. Removal. Any director may be removed, for cause or without cause, by a vote of a majority of the directors then in office, at any special meeting of the Board called for that purpose.
4.4. Resignation. Any director may resign from office at any time by delivering a resignation in writing to the Secretary, and the acceptance of the resignation, unless required by its terms, shall not be necessary to make the resignation effective.
4.5. Vacancies and Newly Created Directorships. Any newly created directorships and any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by a majority of the directors then in office, and the directors so elected shall serve until his or her successor is duly elected and qualified or until their earlier death, resignation or removal.
4.6. Place of Meetings. Subject to the provisions of 4.11, the Board of Directors may hold meetings, both regular and special, either within or without the State of New York as may be determined by the Board. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or such committee by conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence at a meeting.
4.7. Regular Meetings. Regular meetings of the Board shall be held at such time and at such place as shall from time to time be determined by the Board by resolution at a duly called meeting. Personal notice of regular Board meetings is not required to be given to directors.
4.8. Special Meetings. Special meetings of the Board may be called by the President or chair on two (2) days prior notice to each director, either personally or by regular mail, electronic mail or by facsimile. Special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of any one director.
4.9. Quorum and Voting. At all meetings of the Board of Directors, a majority of the entire Board shall be necessary to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at the time of the vote if a quorum is present shall constitute the act of the Board of Directors, except as may be otherwise specifically provided by law. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time until a quorum shall be present. Notice of any such adjournment shall be given to any directors who were not present and, unless announced at the meeting, to the other directors.
4.10. Written Consents. Any action required or permitted to be taken by the Board or by any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing or e-mail to the adoption of a resolution authorizing the action. The resolution and the written consents shall be inserted in the minute book of the Corporation with the minutes of the proceedings of the Board or committee.
4.11. Compensation. The Board of Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board of Directors, a fixed fee and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. The Corporation shall not lend money to or use its credit to assist its Directors or officers.
4.12. Director Conflict of Interest
4.12.1. Any Director who has an interest in a contract or other transaction presented to the Board or a committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of their interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such a person about the contract or transaction that might reasonably be construed to be potentially adverse to the Corporation’s interest.
4.12.2. No Director shall cast a vote on any matter which has a direct bearing on services to be provided by that Director, or any organization which such Director represents or which such Director has an ownership interest or is otherwise interested or affiliated, which would directly or indirectly financially benefit such Director. All such services will be fully disclosed or known to the Board members present at the meeting at which such contract shall be authorized.
5.1. Form and Delivery. Notices to directors shall be in writing and may be delivered personally or by regular mail, electronic mail or by facsimile. Notice delivered personally shall be deemed to be given on the day when such notice is received by the recipient. Notice by mail shall be deemed to be given five (5) days after the time when deposited in the post office or a letter box, in a pre-paid sealed wrapper, and addressed to directors at their addresses appearing on the records of the Corporation. Notice by electronic mail or facsimile shall be deemed to have been given three (3) days after transmission to the director’s electronic mail address or facsimile number listed in the records of the Corporation, provided that the sender produces evidence of the date and time of transmission of such notice by machine log.
5.2. Waiver. Whenever a notice is required to be given by any statute, the Corporation’s Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by electronic mail from the address of the person giving the waiver, whether before or after the time stated therein, shall be deemed equivalent to such notice. In addition, any director attending a meeting of the Board of Directors without protesting prior to the meeting or at its commencement such lack of notice shall be conclusively deemed to have waived notice of such meeting.
6.1.1. The Board may elect officers of the Corporation as it deems in the best interests of the Corporation. The Board shall have the authority to supervise, control, hire, terminate, and set the compensation of any and all officers and employees that they in their discretion may determine to be necessary for the conduct of the business of the Corporation, pursuant to Purpose.
6.1.2. Until the next annual meeting of the Board of Directors, the initial officers of the Corporation shall be as follows:
Board Chairpersons: Daniel Z. Sands, MD and Dave deBronkart
President: Alan Greene, MD
Vice President: Gilles Frydman
Treasurer: John M. Grohol, Psy.D.
Secretary: Theresa Graedon, Ph.D.
6.2. Authority and Duties. All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these Bylaws, or, to the extent not so provided, by the Board of Directors.
6.2.1. Chairperson. A Chairperson shall be appointed by the Board of Directors from amongst the members of the Board of Directors. When possible, one patient or patient advocate and one healthcare professional may also serve together as Chairpersons of the Board of Directors. The Chairperson(s) shall be members of the Board of Directors and preside over all meetings of the Board unless otherwise provided for in the Chairperson(s)’ absence. The term of the Chairperson(s) shall be for a minimum of one (1) year, but may continue for up to three (3) years by annual consent of the Board of Directors.
6.2.2. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control the business of the Corporation. The President shall serve as chairperson of the Executive Committee. The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, any promissory notes, deeds, mortgages, leases, contracts, or other instruments that the Board of Directors has authorized to be executed, except in the cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. In the absense of the Chairperson(s) of the Corporation, the President shall, when present, preside at all meetings of the members of the Board of Directors when such meeting is duly called and the Chairperson(s) are unable to attend such meeting.
6.2.3. President-Elect. The President-Elect shall assume the duties of the President in the absence of of the latter. In addition, the President-Elect shall have such additional duties as may be designated by the President or Board of Directors.
6.2.4. Past President. The immediate Past President shall serve as Chairperson of the Nominations Committee and shall assume the duties of the President in the absence of the President and President-Elect.
6.2.5. Members-at-Large. There shall be two (2) Members-at-Large, each serving a one-year term. Members-at-Large come from members of the organization and are members of the Executive Committee. The Members-at-Large are expected to chair or cochair at least one committee, task force, or quickteam.
6.2.6. Secretary. The Secretary shall attend all meetings of the Board of Directors and shall prepare and maintain proper minutes of those meetings. The Secretary shall be the custodian of the official seal of the Corporation, if any, and shall affix that seal on all documents executed on behalf of the Corporation, pursuant to due authorization by the Board of Directors. The Secretary shall have the custody of and properly protect all executed deeds, leases, agreements and other legal documents and records to which the Corporation is a party or by which it is legally affected. The Secretary shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors.
6.2.7. Treasurer. The Treasurer shall be the principal financial officer of the Corporation and shall have charge and custody of and be responsible for all funds of the Corporation. The Treasurer shall sign all checks and promissory notes of the Corporation and shall receive and give receipts for moneys due and payable to the Corporation from any source whatsoever and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article 6 of these Bylaws. The Treasurer shall keep or cause to be kept, adequate and correct accounts of the Corporation, including accounts of its assets, liabilities, receipts and disbursements. The Treasurer shall submit to the Board of Directors and the President, when required, statements of the financial affairs of the Corporation. The Treasurer shall in general perform all of the financial duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine.
6.2.8. Terms: The term for the offices of President, President-Elect and Past President shall be for one (1) year each, with the President-Elect succeeding to the President and Past President with no additional election needed, unless for any reason that person is unable to fulfill this three year succession. The term of the Secretary shall be two (2) years. The term of the Treasurer shall be three (3) years.
6.3. Appointment, Term of Office and Removal. The Board shall have the sole authority to elect and appoint officers. Officers shall be elected from among the members of the Board or from the general membership of the Corporation. Any officer of the Corporation may be removed, with or without cause, by a vote of a majority of the entire Board.
6.4. Officer Conflict of Interest. Any officer who has an interest in a contract or other transaction presented to the Board or a committee thereof for authorization, approval, or ratification shall make a prompt and full disclosure of their interest to the Board or committee prior to its acting on such contract or transaction. Such disclosure shall include any relevant and material facts known to such person about the contract or transaction that might reasonably be construed to be potentially adverse to the Corporation’s interest.
6.5. Compensation. The compensation of all officers and agents of the Corporation, if any, shall be fixed by the Board of Directors in its reasonable discretion.
6.6. Vacancies. If an office becomes vacant for any reason, the Board of Directors shall fill the vacancy. Any officer so appointed by the Board of Directors shall serve until his or her successor shall have been duly appointed and qualified, or until his or her death, resignation or removal.
6.7. Bonds. In the event that the Board of Directors so requires, any officer or agent of the Corporation shall deliver to the Corporation a bond for such term, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to the Corporation, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.
7.1.1. The Executive Committee may designate and appoint one or more Committees, each of which shall consist of two or more members from the organization, as well as the name the chairperson for such committees. These may include, but not be limited to a Journal Committee, a Blog Committee, and the Standing Committees.
7.1.2. Committees, to the extent provided in the resolution establishing the committee, shall have and exercise the authority of the Board of Directors in the management of the Corporation; provided, however, that no Committee shall have the authority of the Board of Directors in reference to (i) authorize distributions, (ii) approve dissolution, merger or the sale, pledge or transfer of all or substantially all of the Corporation’s assets, (iii) elect, appoint or remove directors or fill vacancies on the Board of Directors or on any of its committees, or (iv) adopt, amend or repeal the Articles or these Bylaws. The designation and appointment of any such Director committee and the delegation of authority to a Committee shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon the Board of Directors, or any individual Director.
7.2. Standing Committees.
7.2.1. Executive Committee. The Executive Committee comprises the President, Chairperson(s), President-Elect, Past-President and additional members as determined by the Board of Directors, with the total being no more than nine (9). The Board of Directors delegates to the Executive Committee issues within the Board’s jurisdiction that are considered ordinary in nature and not otherwise reserved by the Articles of Incorporation, these Bylaws, or required by law to be conducted only by the Board of Directors.
7.2.2. Audit & Finance Committee. The Audit & Finance Committee has accountability to the Board of Directors for the accurate accounting of the Corporation’s revenue and expenses. This assignment includes serving as the Audit Committee and working with the Corporation’s auditors. In addition, it is responsible for recommending an annual budget to the Board and for long-term financial planning for the Corporation.
7.2.3. Governance Committee. The Nominating & Governance Committee is responsible for making recommendations to the Board of Directors regarding: the addition of new Board members; the replacement of Board members when terms have expired or as otherwise necessary; and the nomination of Officers of the Board. In addition, the committee is responsible for periodic review of the Corporation’s governance structure and for recommending alterations to that structure as they deem appropriate.
7.2.4. Nominations Committee. The Nominations Committee shall be responsible for all nominations and elections. The Committee shall consist of the Past President who shall serve as Chair. Any Committee member who is an active candidate for any office within the Corporation must disqualify him/herself from service on the Committee in the year of that individual’s candidacy. The Chair is responsible for issuing a call for nominations so that it reaches the Corporation’s members in a timely fashion. The Nominations Committee will strive to recruit members from diverse groups to stand for election. The Nominations Committee is responsible for determining any additional qualifications for office; however, such qualifications must be approved by the Executive Committee before becoming active.
7.3. Tenure. Each member of a committee shall continue as such until the next annual meeting of the Board of Directors of the Corporation and until a successor is appointed unless (i) the committee is sooner terminated, (ii) such member is removed from the committee, or (iii) such member ceases to qualify as a member of the committee.
7.4. Chairperson. One member of each committee shall be appointed chairperson by the Board of Directors.
7.5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
7.6. Resignation. Any committee member may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Unless otherwise specified in the notice of resignation, the resignation shall take effect upon receipt. Acceptance of the resignation shall not be necessary to make the resignation effective.
7.7. Removal. Any committee member may be removed by the person or persons authorized to appoint such member with or without cause.
7.8. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
8.1. Checks, Notes and Contracts. The Board is authorized to select the banks, brokerages or depositories it deems proper for the funds of the Corporation. The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness. The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to enter into contracts or to execute and deliver other documents and instruments.
8.2. Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board may deem desirable.
9. The fiscal year of the Corporation shall be determined by the Board of Directors.
10. These Bylaws may be amended at any meeting of the Board of Directors by a vote of the majority of the entire Board of Directors, except that (i) any amendment which increases the quorum requirement or the proportion of votes necessary for the transaction of business or of any specified item of business, and (ii) any increase or decrease in the size of the Board of Directors must be authorized by a vote of two-thirds of the entire Board.
11.1. Except as otherwise provided by law, no director or officer of the Corporation shall be liable to any person other than the Corporation based solely on such director’s or officer’s conduct in the execution of such office unless such conduct constituted gross negligence or was intended to cause the resulting harm.
11.2. The Corporation shall indemnify to the maximum extent permitted by law, except as provided in paragraph 11.3., any person made, or threatened to be made, a party to any action or proceeding, whether criminal or civil, including an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or such person’s testator or intestate, is or was a director or officer of the Corporation including also an action by or in the right of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in which such director or officer served in any capacity at the request of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal thereon, and to the extent permitted by law shall advance monies in respect thereof, and including attorneys’ fees and costs actually and necessarily incurred by a director or officer in seeking to enforce his or her indemnification rights hereunder.
11.3. The Corporation shall not indemnify any director or officer if a judgment or other adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled.
11.4. The Corporation shall have the power, to the full extent permitted by law, to purchase and maintain insurance to indemnify its directors or officers, and to indemnify the Corporation for any obligation which it incurs as a result of indemnification of directors or officers.
The undersigned does hereby certify that there is attached hereto a complete and accurate copy of the Bylaws of THE SOCIETY FOR PARTICIPATORY MEDICINE, INC., a New York Not-for-Profit Corporation, adopted by the Board of Directors and it has been compared with and is identical to the original.
IN WITNESS WHEREOF, the undersigned has set his hand this 12th day of January, 2009. Amended January 31, 2011.
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