BYLAWS OF THE SOCIETY FOR PARTICIPATORY MEDICINE, INC.
Section 1. Name and Purpose. 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 transform the culture of healthcare relationships so people can live their best lives by enabling collaborative communications among patients, caregivers, and healthcare professionals through creating communities, connecting institutional and individual stakeholders, educate, and advocating for change; 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, 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”).
Section 2. Offices and Service Area. The service area of the Corporation is defined as the United States of America. It shall have a registered agent in New York State, and may have offices within and without the State of New York as the Board of Directors may from time to time determine or the business of the Corporation may require.
For purposes of membership within the meaning of the New York Not-for-Profit Corporation Law (“N-PCL”), the Board of Directors shall serve as the members. Wherever in the law action by the members is required, an action by the Board shall be deemed the act of the members.
BOARD OF DIRECTORS
SECTION 1. Powers, Number and Qualifications. The Board of Directors (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.
A 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:
- one (1) or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented;
- 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
- Committee of the Board or a Committee of the Corporation, 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.
The number of Directors constituting the entire Board of Directors shall be determined from time to time by resolution of the Board adopted by a majority of the entire Board, but shall be at least three (3) but no more than twenty (20). 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. 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.
Members-At-Large. The Board shall appoint no less than one (1) and up to four (4) members-at-large, or otherwise make a determination for their appointment to the Board. Members-at-large shall serve two (2) year terms. A member-at-large may serve up to two (2) terms, consecutively or otherwise. Members-at-large must be active and in good standing with the Corporation with respect to payment of their membership dues. Any Director may nominate an individual for an open member-at-large position.
Entire Board. As used in these Bylaws, “entire Board” means the number of Directors within such range that were elected or appointed as of the most recently held election of Directors, as well as any Directors whose term has not yet expired, less the number of Board seats for Directors who are no longer serving due to his or her earlier resignation, removal, or death, unless the Board establishes by resolution adopted by majority vote of the Board to change the number of Directors to a different number within the approved range as constituting the “entire Board.”
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) business days after the adjournment of the meeting. Such right to dissent shall not apply to a Director who affirmatively voted in favor of such action.
SECTION 2. Term of Office.
- Directors shall be elected by the Board of Directors at its Annual Meeting and serve their term beginning at the end of the Annual Meeting at which they are elected and ending at the end of the three (3) years after his or her election and until his or her successor has been elected and qualified (unless the Board of Directors, at the Annual Meeting, determines that there is to be no such immediate successor) or until his or her earlier death, resignation or removal. Directors shall be divided into three (3) classes of the same size or approximately the same size. Directors shall serve until their successors are elected and qualified. Initial terms for each Director shall be set upon vote and acceptance of the current Bylaws by the Board. Board members may serve up to three (3) terms, consecutively or otherwise. A Director’s term may be extended beyond the limits specified herein by a majority vote of the Board.
- Each Director shall have one vote. Directors may not vote by proxy.
SECTION 3. Resignation and Removal of Directors.
- 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.
- Any Director may be removed, with 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. Removal for cause shall include, but is not limited to, failure of any Director to fulfill his/her fiduciary duties, absence from three (3) Board meetings in one calendar year, without excuse, or conduct detrimental to the best interests of the Corporation. Any Director proposed to be removed for cause shall be entitled to at least ten (10) days written notice prior to the Board meeting where said removal shall be voted upon by the Board. Such Director shall be entitled to appear and be heard before the Board at such meeting.
SECTION 4. 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 the next annual meeting at which the election of Directors is in the regular order of business, and until his or her successor is duly elected and qualified or until their earlier death, resignation or removal.
SECTION 5. Place of Meetings. 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.
SECTION 6. Regular Meetings. Regular meetings of the Board shall be held at such time 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 DDirectors.
SECTION 7. Special Meetings. Special meetings of the Board may be called by the Chair with at least three (3) days prior notice to each Director, either personally or by regular mail, electronic mail, or by facsimile. Special meetings shall be called by the Secretary, or by any Director, in like manner and on like notice, upon receiving written request from at least three (3) Directors. Special meetings may be physical or virtual, but in order for a binding vote to be taken at a virtual Special meeting, there must be prior unanimous consent by the Board.
SECTION 8. Waiver of Notice. Notice of a meeting need not be given to any Director who submits a 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. Such waiver of notice may be written or electronic. If written, the waiver must be executed by the Director signing such waiver or causing his or her signature to be affixed to such waiver by any reasonable means including but not limited to facsimile signature. If electronic, the transmission of the waiver must be sent by electronic mail and set forth, or be submitted with, information from which it can reasonably be determined that the transmission was authorized by the Director.
SECTION 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.
SECTION 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.
SECTION 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.
SECTION 12. Action by the Board of Directors.
- Except as otherwise provided by law or in these Bylaws, an Act of the Board of Directors means action taken at a meeting of the Board at which a quorum is present and by vote of a majority of the Directors present at the time of the vote.
- The following actions require approval by two-thirds vote of the entire Board of Directors: the purchase of real property that will constitute all or substantially all of the assets of the Corporation once purchased; and the sale, lease, mortgage, exchange or other disposition of all or substantially all of the Corporation’s assets (including real property). Any purchase, sale, mortgage, lease, exchange or other transfer of real property that does not require Board approval as provided in this Section may be approved by a Committee of the Board. Such Committee shall promptly report any actions it takes to the Board no later than the next regular meeting of the Board.
- The following actions (in addition to those otherwise provided in these Bylaws) require approval by majority vote of the entire Board of Directors: approval of amendments to the Certificate of Incorporation; approval of amendments to the Bylaws; and amending the minimum or maximum number of Directors as set forth in Article III, Section 1.
- Any action required of, or permitted to be taken by the Board of Directors or any committee may be taken without a meeting if all members of the Board or the committee consent to the adoption of a resolution authorizing the action. The resolution and the written consents shall be filed with the minutes of the Board or committee.
- Consents may be provided: (i) in a writing signed by the Director or committee member either in hard copy or by affixing a signature by any reasonable means (e.g., fax signature); or (ii) by e-mail that includes information from which the recipient can reasonably determine that the transmission was authorized by the Director or committee member.
- Any or all Directors, or any committee members, may participate in a meeting by means of a telephone conference, electronic video screen communication or similar communications equipment. Participation by such means shall constitute presence in person at a meeting provided that all persons participating in the meeting can hear each other at the same time and each individual may participate in all matters before the Board or committee, including, but not limited to, proposing, objecting to and voting upon a specific action taken at the meeting.
SECTION 13. Ex Officio Members of the Board of Directors. Non-voting members of the Board shall include the Editor(s) of the Corporation’s journal, the Journal of Participatory Medicine, and the Executive Director. The Board may appoint future ex officio Board members in the future as it so determines.
SECTION 14. Open Meetings. The Board may, from time to time and at its sole discretion, decide to invite non-Directors and guests to its regular meetings.
SECTION 15. Non-discrimination policy. Directors must agree to and sign the Corporation’s Non-Discrimination Policy.
SECTION 16. Annual Board Evaluation. The Board will conduct an annual evaluation process that is the responsibility of the Executive Committee to institute and oversee.
SECTION 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 one (1) day 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.
SECTION 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.
Section 1. Number. The officers of the Corporation shall be a Chair, a Chief Advocacy Officer, a Treasurer, a Secretary, and such other officers as the Board of Directors may determine. All officers must be members of the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of Chair and Secretary. No employee of the Corporation shall serve as Chair or officer with similar duties.
Section 2. Term of Office and Qualifications. Officers whose titles are specifically mentioned in Section l of Article V shall be elected by the Board of Directors at its Annual Meeting and shall serve a term of two (2) years. Officers may serve a maximum of three (3) full two-year terms in the same office. All officers shall serve until their successor is elected and qualified.
Section 3. Additional Officers. The Board may elect additional officers to perform administrative or subordinate duties, as the Board may determine from time to time. The Board shall specify the term of office and authority for such individuals in the resolutions electing such officers.
Section 4. Removal of Officers. The Board may remove any officer with or without cause at any time, by a vote of the majority of the Board.
Section 5. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, to the Chair or to the Secretary. Any such resignation shall take effect at the time specified therein, or, if no time be specified, then upon delivery. The Board of Directors is not required to accept the resignation for the resignation to take effect.
Section 6. Vacancies. The Board of Directors shall fill a vacancy in any office, in a manner it so determines.
Section 7. Chair. The Chair shall preside at all meetings of the Board of Directors at which the Chair is present. The Chair shall also perform such other duties as may be assigned from time to time by the Board. No employee of the Corporation may serve as the Chair, unless the Board approves such employee serving as Chair by a two-thirds vote of the entire Board and contemporaneously documents in writing the basis for the Board’s approval; provided, however, that no such employee shall be considered an independent director as defined, and for the purposes set forth, in the N-PCL.
Section 8. Chief Advocacy Officer. The Chief Advocacy Officer acts as an ambassador for the Corporation, representing the Corporation in forums both online and in person; acts a key liaison for individuals, organizations, and companies; acts as the public face of the organization through media, speaking engagements, and writing; explores and develops new opportunities to help achieve the Corporation’s mission and vision in collaboration with other organizations; and assists in fundraising efforts.
Section 9. Treasurer. The Treasurer shall, if required by the Board of Directors, obtain a bond for the faithful discharge of his duties, in such sum and with such sureties as the Board of Directors shall require. The Treasurer shall keep and maintain the books of account and shall have charge and custody of, and be responsible for, all funds and securities of the Corporation, and shall deposit all such funds in the name of and to the credit of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors. The Treasurer shall keep track of donations, sponsorship funds, conference fees, dues, and other financial revenues of the Corporation in detail, and on a state-by-state basis. The Treasurer shall also perform all other duties customarily incident to the office of Treasurer, including regular reporting of the Corporation’s finances, and such other duties as from time to time may be assigned by the Board of Directors. The Treasurer may keep such financial records electronically in a secured location.
Section 10. Secretary. It shall be the duty of the Secretary to act as secretary of all meetings of the Board of Directors, and to keep the minutes of all such meetings in a proper book or books to be provided for that purpose. The Secretary shall see that all notices required to be given by the Corporation are duly given and served, and shall keep a current list of the Corporation’s Directors and officers. The Secretary shall be custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all agreements, documents and other papers requiring the same. The Secretary shall have custody of the minute book containing the minutes of all meetings of Directors, the Executive Committee, and any other committees which may keep minutes, and of all other contracts and documents which are not in the custody of the Treasurer of the Corporation, or in the custody of some other person authorized by the Board of Directors to have such custody. The minute book may be kept solely electronically.
Section 11. Appointed Officers. The Board of Directors may delegate to any officer or committee the power to appoint and to remove any subordinate officer, agent or employee.
The Executive Director shall act as the chief executive officer of the Corporation and shall supervise generally the operation and management of the affairs of the Corporation under the direction and supervision of the Board. Between meetings of the Board of Directors, the Executive Director shall be under the oversight of the Chair and shall report to the Chair at a frequency, and based upon circumstances, as shall be determined by the Chairperson or by mutual agreement of the Chair and the Executive Director. The Executive Director shall in general perform all duties incident to the position of Executive Director and such other duties as may be assigned by the Chair or the Executive Committee. The Executive Director shall see that the policies, decisions and guidelines of the Board of Directors are implemented. The Executive Director shall serve at the pleasure of the Board of Directors, subject to any contractual rights the Executive Director may have under any written agreement entered into with the Corporation. The Executive Director shall be regularly evaluated in a systematic manner and process approved by the Board of Directors.
Section 1. Executive Committee and Other Committees of the Board. The Board of Directors, by resolution adopted by a majority of the entire Board, may designate Committees of the Board consisting of three (3) or more voting Directors. Each Committee of the Board shall appoint its members, subject to ratification by the Board, except that in the case of the Executive Committee, the appointment shall be made by a majority of the entire Board. At a minimum, the Committees of the Board shall include an Executive Committee consisting of the Chair, Chief Advocacy Officer, Secretary, Treasurer, at least one Member-at-Large (to be chosen by a majority vote of the Board if there is more than one Member-at-Large), Chairpersons of each Committee of the Board, and the Executive Director (in an ex officio non-voting capacity). Committees of the Board shall have such authority as the Board by resolution shall provide.
- The Executive Committee is responsible for: acting on behalf of the Board during the interim times between Board meetings and maintaining the Corporation’s forward progress between Board meetings; nominating individuals for vacancies on the Board or Executive Committee; assuring the Board has everything it needs to function effectively; and assisting the Board to plan effectively to fulfill its mission.The Executive Committee shall have all the authority of the Board between meetings of the Board of Directors, except that no committee shall have authority as to the following matters:
- The submission to members of any action requiring members’ approval under the N-PCL.
- The filling of vacancies in the Board or any committee.
- The fixing of compensation of the Directors for serving on the Board or on any committee.
- The amendment or repeal of the Bylaws, or the adoption of new Bylaws.
- The amendment or repeal of any resolution of the Board which, by its terms, shall not be so amendable or repealable.
- The election or removal of officers and Directors.
- The approval of a merger or plan of dissolution.
- The adoption of a resolution recommending to the members action on the sale, lease, exchange or other disposition of all or substantially all the assets of the Corporation or, if there are no members entitled to vote, the authorization of such transaction.
- The approval of amendments to the certificate of incorporation.
The Executive Committee is responsible for determining and disseminating the written procedures for nominations of Officers, Directors, and other leadership positions within the Corporation. No Officer, Director, or other leadership member shall serve more than ten (10) years in the same role in the Corporation, without an explicit, defined exception being granted by a majority vote of the entire Board.
Any reference in these Bylaws to the Board of Directors shall include the Executive Committee unless the context or express provision otherwise indicates, or unless prohibited by law.
Each Committee of the Board shall be governed by a Charter approved by the Board. Each Charter shall include a statement of purpose, the Committee’s membership, and a description of the authority and responsibilities of each Committee of the Board.
- Governance, Audit & Finance Committee. The Governance and Finance Committee assists the Board in managing the Corporation’s financial status and resources; assures that the Corporation is in compliance with its regulatory requirements; assures the Board understands it responsibilities and works effectively; assists the Board in managing it policies, rules, regulations, and operations; and overseeing audit responsibilities if the Corporation is required to file an independent certified public accountant’s audit report with the Attorney General pursuant to New York Executive Law Section 172-B(1).
- Marketing Committee. The Marketing Committee is responsible for developing the brand purpose which will form a foundation for member and sponsor growth and engagement strategies, and for developing and executing a marketing strategy.
- Membership Committee. The Membership Committee is responsible for: retaining and gaining individual and corporate members; informing individual and corporate members, engaging them, and building community; developing alliances with like-minded organizations that will add value for the Corporation’s members and differentiate the Corporation; determining and delivering value to individual and corporate members; and collaborating with other Committees and the Executive Director to achieve Committee and the Corporation’s goals.
- Program Committee. The Program Committee supports the Board in the development of the Corporation’s strategy by creating content and programs that are valued by patients, clinicians and healthcare organizations; develops program concepts and programs to advance the Corporation’s mission, in alignment with that strategy; and builds the programmatic value the Corporation offers members and non-members.
Section 2. Committees of the Corporation (“Ad Hoc Committees”). Committees of the Corporation shall be appointed by the Executive Committee, with the approval of the Board, to serve specific, advisory purposes. The resolution authorizing any such committee shall set forth its duties, its term, and who may be eligible to serve. No Committee of the Corporation shall be a Committee of the Board, nor shall it exercise any of the powers of the Board or have the authority to bind the Board. These committees may also include staff, informal members, public representatives, and outside experts, and shall abide by the policies and procedures as outlined for Committees of the Board.
Section 3. Committee Meetings. Notices of regular and special committee meetings shall be provided to committee members in the same manner as notices of regular and special Board meetings.
Section 4. Committee Quorum and Manner of Acting. Unless otherwise provided by resolution of the Board of Directors: (a) a majority of all of the members of a committee shall constitute a quorum for the transaction of business; and (b) Act of the Committee means actions taken at a meeting of the committee at which a quorum is present by vote of a majority of all of the members of the committee. The procedures and manner of acting of all committees shall be subject at all times to the directions of the Board of Directors.
Section 5. Committee Members. Directors and non-Directors may be appointed to participate on committees, based upon each committee’s Charter. However, only Directors may vote on matters in Committees of the Board. Both Directors and non-Directors may vote on matters in Committees of the Corporation.
Section 6. Tenure of Committee Members. Each Director shall serve on at least one committee. Each committee and every committee member shall serve at the pleasure of the Board, in accordance with the committee’s Charter.
Section 7. Alternate Committee Members. The Board of Directors may designate one (1) or more Directors as alternate members of the Executive Committee or of any Committee of the Board, who may replace any absent member or members at any meeting of such committee.
Section 8. Committee Chairperson. One member of each committee shall be appointed chairperson by the Board of Directors.
Section 9. Committee 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.
Section 10. Committee Member Resignation and Removal.
(a) Any committee member may resign at any time by giving written notice to the Board of Directors, 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.
(b) Any committee member may be removed by the person or persons authorized to appoint such member with or without cause. Removal for cause shall include, but is not limited to, failure of any committee member to have an absence from three (3) committee meetings without excuse in a calendar year, or failure to consistently engage in the designated work of the committee.
CONTRACTS, CHECKS, BANK ACCOUNTS AND INVESTMENTS
SECTION 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.
SECTION 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.
SECTION 3. Deposits. The funds of the Corporation shall be deposited in its name with such banks, trust companies, or other depositories as the Board, or officers to whom such power has been delegated by the Board, may from time to time designate.
Section 1. Adoption of Policies and Procedures. The Board of Directors or designated committee of the Board, by resolution, shall adopt such rules, regulations, policies and procedures as it may deem necessary and appropriate to the operation of the Corporation, including, but not limited to, a Conflicts of Interest Policy; provided, however, that no rule, regulations, policy or procedure may be adopted by the Corporation that is contrary to these Bylaws and applicable law as may be amended from time to time.
Section 2. Books and Records. There shall be kept at the office of the Corporation or in a secure location with an Officer of the Corporation: (1) correct and complete books and records of account; (2) minutes of the proceedings of the Board of Directors and any committee of the Board; (3) a current list of the Directors and officers of the Corporation; (4) a copy of these Bylaws; (5) a copy of the Corporation’s application for recognition of exemption with the Internal Revenue Service; and (6) copies of the past seven (7) years’ information returns and Form 990-T’s (if any) filed with the Internal Revenue Service.
In lieu of paper records, electronic records in the Corporation’s cloud computing account or other electronic documentation with appropriate access shall constitute compliance with this Section. Unless otherwise specified, records shall be kept at minimum for five (5) years.
Section 3. Loans to Directors and Officers. No loans shall be made by the Corporation to its Directors or officers, or to any other Corporation, firm, association or other entity in which one or more of its Directors or officers are Directors or officers or hold a substantial financial interest except as allowed by law.
Section 4. Fiscal Year. The fiscal year of the Corporation shall begin on January 1 and end on December 31.
Section 5. Annual Returns. The Entire Board shall review the Corporation’s annual filing with the Internal Revenue Service prior to it being filed.
Section 6. Electronic Signatures. Wherever a written instrument is required to be executed hereunder, an electronic signature, to the extent permitted by applicable law, shall be deemed to be a written signature.
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 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 must be authorized by a vote of two-thirds of the entire Board.
INDEMNIFICATION AND INSURANCE
Section 1. Authorized Indemnification. Unless clearly prohibited by law or Section 2 of this Article, the Corporation shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Corporation, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, (a) who is or was a Director or officer of the Corporation, or (b) in addition is serving or served, in any capacity, at the request of the Corporation, as a Director or officer of any other Corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Corporation shall have consented to such settlement) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof.
Section 2. Prohibited Indemnification. The Corporation shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Board of Directors in good faith determines, that such person’s 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.
Section 3. Advancement of Expenses. The Corporation shall, on request of any Indemnified Person who is or may be entitled to be indemnified by the Corporation, pay or promptly reimburse the Indemnified Person’s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the Corporation, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law or Section 2 of this Article . An Indemnified Person shall cooperate in good faith with any request by the Corporation that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties.
Section 4. Indemnification of Others. Unless clearly prohibited by law or Section 2 of this Article, the Board of Directors may approve Corporation indemnification as set forth in Section 1 of this Article or advancement of expenses as set forth in Section 3 of this Article, to a person (or the testator or intestate of a person) who is or was employed by the Corporation or who is or was a volunteer for the Corporation, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Corporation in any capacity for any other Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.
Section 5. Determination of Indemnification. Indemnification mandated by a final order of a court of competent jurisdiction will be paid. After termination or disposition of any actual or threatened action or proceeding against an Indemnified Person, if indemnification has not been ordered by a court the Board of Directors shall, upon written request by the Indemnified Person, determine whether and to what extent indemnification is permitted pursuant to these Bylaws. Before indemnification can occur the Board of Directors must explicitly find that such indemnification will not violate the provisions of Section 2 of this Article. No Director with a personal interest in the outcome, or who is a party to such actual or threatened action or proceeding concerning which indemnification is sought, shall participate in this determination. If a quorum of disinterested Directors is not obtainable, the Board of Directors shall act only after receiving the opinion in writing of independent legal counsel that indemnification is proper in the circumstances under then applicable law and these Bylaws.
Section 6. Binding Effect. Any person entitled to indemnification under these Bylaws has a legally enforceable right to indemnification which cannot be abridged by amendment of these Bylaws with respect to any event, action or omission occurring prior to the date of such amendment.
Section 7. Insurance. The Corporation may purchase Directors’ and Officers’ liability insurance if authorized and approved by the Board of Directors. To the extent permitted by law, such insurance may insure the Corporation for any obligation it incurs as a result of this Article or operation of law and it may insure directly the Directors, officers, employees or volunteers of the Corporation for liabilities against which they are not entitled to indemnification under this Article as well as for liabilities against which they are entitled or permitted to be indemnified by the Corporation.
Section 8. Nonexclusive Rights. The provisions of this Article shall not limit or exclude any other rights to which any person may be entitled under law or contract. The Board of Directors is authorized to enter into agreements on behalf of the Corporation with any Director, officer, employee or volunteer providing them rights to indemnification or advancement of expenses in connection with potential indemnification in addition to the provisions therefore in this Article, subject in all cases to the limitations of Section 2 of this Article.
In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, culture, national origin, marital status, sexual preference, mental or physical handicap, or any category protected by state or federal law.
REFERENCE TO CERTIFICATE OF INCORPORATION
References in these Bylaws to the Certificate of Incorporation shall include all amendments thereto or changes thereof unless specifically excepted by these Bylaws. In the event of a conflict between the Certificate of Incorporation and these Bylaws, the Certificate of Incorporation shall govern.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of the Society for Participatory Medicine, a New York Not-for-Profit Corporation, as in effect on the date hereof.