Bylaws

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Contents
    ARTICLE 1:  OFFICES
  1. Principal Office
  2. Change Of Address
  3. Other Offices
    ARTICLE 2:  PURPOSES
  1. Objectives And Purposes
    ARTICLE 3:  DIRECTORS
  1. Number
  2. Powers
  3. Duties
  4. Terms Of Office
  5. Compensation
  6. Restriction Regarding Interested Directors
  7. Place Of Meetings
  8. Regular And Annual Meetings
  9. Special Meetings
  10. Notice Of Meetings
  11. Contents Of Notice
  12. Waiver Of Notice And Consent To Holding Meetings
  13. Quorum For Meetings
  14. Majority Action As Board Action
  15. Conduct Of Meetings
  16. Action By Unanimous Written Consent Without Meeting
  17. Vacancies
  18. Non-Liability Of Directors
  19. Indemnification By Corporation Of Directors, Officers, Employees And Other Agents
  20. Insurance For Corporate Agents
    ARTICLE 4:  OFFICERS
  1. Number Of Officers
  2. Qualification, Election, And Term Of Office
  3. Subordinate Officers
  4. Removal And Resignation
  5. Vacancies
  6. Duties Of President
  7. Duties Of Vice President
  8. Duties Of Secretary
  9. Duties Of Treasurer
  10. Duties Of The Membership Chairperson
    ARTICLE 5:  COMMITTEES AND APPOINTIVE OFFICES
  1. Executive Committee
  2. Other Committees
    ARTICLE 6:  EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
  1. Execution Of Instruments
  2. Checks And Notes
  3. Deposits
  4. Gifts
    ARTICLE 7:  CORPORATE RECORDS, REPORTS AND SEAL
  1. Maintenance Of Corporate Records
  2. Corporate Seal
  3. Directors' Inspection Rights
  4. Annual Report
    ARTICLE 8:  FISCAL YEAR
  1. Fiscal Year Of The Corporation
    ARTICLE 9:  PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
  1. Prohibition Against Sharing Corporate Profits And Assets
    ARTICLE 10:  SUPPORT GROUPS
  1. Organization Of Support Groups
  2. Support Group Leaders
  3. Duties Of The Leader
  4. Duties Of The Assistant Leader
  5. Duties Of The Secretary
  6. Duties Of The Treasurer
  7. Newsletter Editor
    ARTICLE 11:  MEMBERS
  1. Determination And Rights Of Members
  2. Qualifications Of Members
  3. Admission Of Members
  4. Fees, Dues And Benefits Of Membership
  5. Number Of Members
  6. Annual Meeting Of The Members, Membership Record
  7. Nonliability Of Members
  8. Nontransferability Of Memberships
  9. Termination Of Membership
  10. Rights On Termination Of Membership
  11. Amendments Resulting In The Termination Of Memberships
    ARTICLE 12:  AMENDMENT OF BYLAWS
  1. Amendment
    ARTICLE 13:  AMENDMENT OF ARTICLES
  1. Amendment Of Articles Before Admission Of Members
  2. Amendment Of Articles After Admission Of Members
  3. Certain Amendments

THE NORTHERN CALIFORNIA CHAPTER
OF THE NEUROPATHY ASSOCIATION

BYLAWS

A California Public Benefit Corporation

ARTICLE 1
OFFICES
SECTION 1.  PRINCIPAL OFFICE   Return to Contents

The principal office of the corporation for the transaction of its business is located at 28320 Secret Town Ct., Colfax, CA  95713.

SECTION 2.  CHANGE OF ADDRESS   Return to Contents

The location of the corporation's principal office can be changed only by amendment of these Bylaws and not otherwise.

The Board of Directors may designate the address of the principal office from within the named area by noting the changed address and effective date below, and such changes of address shall not be deemed an amendment of these Bylaws:

SECTION 3.  OTHER OFFICES   Return to Contents
The corporation may also have offices at such other places, within or without the State of California, where it is qualified to do business, as its business may require and as the Board of Directors may, from time to time, designate.

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ARTICLE 2
PURPOSES
SECTION 1.  OBJECTIVES AND PURPOSES   Return to Contents

The primary objectives and purposes of this corporation shall be:

  1. To encourage people who suffer from disorders that affect peripheral nerves,
  2. to provide support through education and sharing information and experiences related to peripheral neuropathy,
  3. enhance physician awareness through education to help identify, evaluate, and treat peripheral neuropathy,
  4. increase public awareness of the nature and extent of peripheral neuropathy and the need for early intervention and research,
  5. encourage pharmaceutical and biotechnology companies to develop new therapies and devices for treatment of neuropathy,
  6. encourage medical providers, including hospitals, HMO’s, and insurance companies to provide coverage, proper care and treatment,
  7.  encourage government support for research into the causes and treatments of neuropathy, and the need for special accommodations and facilities for people with neuropathy,
  8. directly support research into the causes and treatment of peripheral neuropathies,
  9. participate in national and international awareness, research, and information exchange in association and affiliation with The Neuropathy Association.

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ARTICLE 3
DIRECTORS
SECTION 1.  NUMBER   Return to Contents

The directors of this corporation shall consist of 5 people, or such greater number not exceeding 30 as shall be fixed from time to time by the vote of a majority of the Board of Directors.

SECTION 2.  POWERS   Return to Contents

Subject to the provisions of the California Nonprofit Public Benefit Corporation law, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 3.  DUTIES   Return to Contents

It shall be the duty of the directors to:

  1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws;
  2. Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents and employees of the corporation;
  3. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
  4. Meet at such times and places as required by these Bylaws;
  5. Register their addresses with the Secretary of the corporation; and notices of meetings mailed, faxed, or  e-mailed to them at such addresses shall be valid notices thereof.
SECTION 4.  TERMS OF OFFICE   Return to Contents

Each director shall hold office until the next Annual Meeting of the Board of Directors following his/her election or until that director resigns, dies, or is removed.  Vacancies shall be filled by the Board of Directors.

SECTION 5.  COMPENSATION   Return to Contents

Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity.

SECTION 6.  RESTRICTION REGARDING INTERESTED DIRECTORS   Return to Contents

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the board may be interested persons. For purposes of this Section, "interested persons" means either:
(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a director as director; or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 7.  PLACE OF MEETINGS   Return to Contents

Board of Directors meetings shall be held at such place within or without the State of California which has been designated from time to time by resolution of the Executive Board of the Board of Directors with adequate notice to members of the Board of Directors.  Any meeting, regular or special, may be held by conference telephone or similar communications equipment, so as long as all directors participating in such meeting can hear one another.

SECTION 8.  REGULAR AND ANNUAL MEETINGS   Return to Contents

Annual meetings of the Board of Directors shall be held within 120 days following the end of each fiscal year at which Directors shall be elected for the ensuing year, and until their successors are elected and qualified.  Notice of such meeting shall be given not less than twenty days prior to the date fixed by the Board.  Regular meetings of Directors shall be held at least four times per year on the day, at a time, and at a place designated by the Board of Directors.

SECTION 9.  SPECIAL MEETINGS   Return to Contents

Special meetings of the Board of Directors may be called by the President, the Vice President, the Secretary, the Treasurer or by any two other directors, and such meetings shall be held at the place, within or without the State of California, designated by the Executive Board upon receiving the request.

SECTION 10.  NOTICE OF MEETINGS   Return to Contents

Regular meetings of the board may be held without notice. Special meetings of the board shall be held upon four (4) days' notice by first-class mail or forty-eight (48) hours' notice delivered personally or by telephone, FAX or e-mail. If sent by mail, FAX, or  e-mail, the notice shall be deemed to be delivered on its deposit in the mails or sent on-line.  Such notices shall be addressed to each director at his or her address as shown on the books of the corporation. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of the adjourned meeting are fixed at the meeting adjourned and if such adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned regular or special meeting to directors absent from the original meeting if the adjourned meeting is held more than twenty-four (24) hours from the time of the original meeting.

SECTION 11.  CONTENTS OF NOTICE   Return to Contents

Notice of meetings not herein dispensed with shall specify the place, day and hour of the meeting. The purpose of any board meeting need not be specified in the notice.

SECTION 12.  WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS   Return to Contents

The transactions of any meeting of the board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 13.  QUORUM FOR MEETINGS   Return to Contents

A quorum shall consist of a majority of the directors then constituting the entire Board.

Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the board at any meeting at which a quorum, as herein  defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the board.

When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken.

The directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of directors from the meeting, provided at least a majority of the directors initially present remain and the vote is unanimous for any action taken.

SECTION 14.  MAJORITY ACTION AS BOARD ACTION   Return to Contents

Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the California Nonprofit Public Benefit Corporation Law, particularly those provisions relating to appointment of committees (Section 5212), approval of contracts or transactions in which a director has a material financial interest (Section 5233) and indemnification of directors (Section 5238e), require a greater percentage or different voting rules for approval of a matter by the board.

SECTION 15.  CONDUCT OF MEETINGS   Return to Contents

Meetings of the Board of Directors shall be presided over by the President of the Corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the directors present at the meeting. The Secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

SECTION 16.  ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING   Return to Contents

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined in Section 5233 of the California Nonprofit Public Benefit Corporation Law. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to so act, and such statement shall be prima facie evidence of such authority.   Communications by FAX or e-mail shall be deemed written consent. 

SECTION 17.  VACANCIES   Return to Contents

Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law.

Any director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General.

Vacancies shall be filled by vote of the Board of Directors.

A person elected to fill a vacancy as provided by this Section shall hold office until the next Annual Meeting of the Board of Directors and until his/her successor is elected and qualified.

SECTION 18.  NON-LIABILITY OF DIRECTORS   Return to Contents

The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION 19.  INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS   Return to Contents

To the extent that a person who is, or was, a director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation but only to the extent allowed by, and in accordance with the requirements of, Section 5238 of the California Nonprofit Public Benefit Corporation Law.

SECTION 20.  INSURANCE FOR CORPORATE AGENTS   Return to Contents

The Board of Directors shall adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Public Benefit Corporation Law) asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of Section 5238 of the California Nonprofit Public Benefit Corporation Law.  Each instance of a purchase of insurance must be authorized by the Board of Directors.

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ARTICLE 4
OFFICERS
SECTION 1.  NUMBER OF OFFICERS   Return to Contents

The executive officers of the corporation shall be President, Vice President, Secretary, and Treasurer. The corporation may also have, as determined by the Board of Directors one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, or other officers. Any number of offices may be held by the same person except that neither the Secretary nor the Treasurer may serve as the President.  The Board of Directors shall also elect a Membership Chairperson.

SECTION 2.  QUALIFICATION, ELECTION, AND TERM OF OFFICE   Return to Contents

A member of the Board of Directors shall serve as an officer of this corporation. Officers shall be elected by the Board of Directors, at the first meeting immediately following the Annual Meeting of Directors and may be re-elected.  Each officer shall hold office until the next meeting following the Annual Meeting or until he/she resigns or is removed or is otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

SECTION 3.  SUBORDINATE OFFICERS   Return to Contents

The Board of Directors may appoint such other officers or agents as it may deem desirable, and such officers shall serve such terms, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

SECTION 4.  REMOVAL AND RESIGNATION   Return to Contents

Any officer may be removed, either with or without cause, by the Board of Directors, at any time. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 5.  VACANCIES   Return to Contents

Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors.  In the event of a vacancy in any office other than that of President, such vacancy may be filled temporarily by appointment by the President until such time as the Board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board may or may not be filled, as the board shall determine.

SECTION 6.  DUTIES OF PRESIDENT   Return to Contents

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. He or she shall perform all duties incidental to his or her office and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chairperson of the Board of Directors, he or she shall preside at all meetings of the Board of Directors, and the members.  Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, he or she shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors.

SECTION 7.  DUTIES OF VICE PRESIDENT   Return to Contents

In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.

SECTION 8.  DUTIES OF SECRETARY   Return to Contents

The Secretary shall: 

SECTION 9.  DUTIES OF TREASURER   Return to Contents

Subject to the provisions of these Bylaws relating to the "Execution of Instruments, Deposits and Funds," the Treasurer shall:

SECTION 10.  DUTIES OF THE MEMBERSHIP CHAIRPERSON   Return to Contents

The Membership Chairperson shall:

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ARTICLE 5
COMMITTEES AND APPOINTIVE OFFICES
SECTION 1.  EXECUTIVE COMMITTEE   Return to Contents

The Board of Directors may, by a majority vote of directors, designate two (2) or more of its members (who may also be serving as officers of this corporation) to constitute an Executive Committee and delegate to such Committee any of the powers and authority of the board in the management of the business and affairs of the corporation except with respect to:

  1. The approval of any action which, under law or the provisions of these Bylaws, requires the approval of all of the directors (voting members).
  2. The filling of vacancies on the board or on any committee which has the authority of the board.
  3. The fixing of compensation of the directors for serving on the board or on any committee.
  4. The amendment or repeal of Bylaws or the adoption of new Bylaws.
  5. The amendment or repeal or any resolution of the board which by its express terms is not so amendable or repealable. 
  6. The appointment of committees of the board or the members thereof
  7. The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
  8. The approval of any transaction to which this corporation is a party and in which one or more of the directors has a material financial interest, except as expressly provided in Section 5233(d)(3) of the California Nonprofit Public Benefit Corporation Law.

By a majority vote of its members then in office, the board may at any time revoke or modify any or all of the authority so delegated, increase or decrease but not below two (2) the number of its members, and fill vacancies therein from the members of the board. The Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.

SECTION 2.  OTHER COMMITTEES    Return to Contents

The corporation shall have such other committees as may from time to time be designated by resolution of the Board of Directors. Such other committees may consist of persons who are not also members of the board. These additional committees shall act in an advisory capacity only to the board and shall be clearly titled as "advisory" committees.

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ARTICLE 6
EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS
SECTION 1.  EXECUTION OF INSTRUMENTS   Return to Contents

The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation 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. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2.  CHECKS AND NOTES   Return to Contents

Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer or by the President, Vice President, or Secretary of the corporation in the absence of the Treasurer.

SECTION 3.  DEPOSITS   Return to Contents

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   Return to Contents

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the charitable or public purposes of this corporation.

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ARTICLE 7
CORPORATE RECORDS, REPORTS AND SEAL
SECTION 1.  MAINTENANCE OF CORPORATE RECORDS   Return to Contents

The corporation shall keep at its principal office in the State of California:

  1. Minutes of all meetings of directors, committees of the board and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
  2. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
  3. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
  4. A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
SECTION 2.  CORPORATE SEAL   Return to Contents

The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.

SECTION 3.  DIRECTORS' INSPECTION RIGHTS   Return to Contents

Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation.

SECTION 4.  ANNUAL REPORT   Return to Contents

The board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the corporation's fiscal year to all directors of the corporation, a summary of the report will be placed in group newsletters and the complete report shall be available to any member who requests it in writing, which report shall contain the following information in appropriate detail:

  1. The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year;
  2. The principal changes in assets and liabilities, including trust funds, during the fiscal year;
  3. The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the fiscal year;
  4. The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year;
  5. Brief description of the interested persons involved in transactions of TEN THOUSAND DOLLARS ($10,000) or more stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where practical, the amount of such interest, provided that in the case of a transaction with a partnership of which such person is a partner, only the interest of the partnership need be stated.

The annual report shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the books and records of the corporation.

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ARTICLE 8
FISCAL YEAR
SECTION 1.  FISCAL YEAR OF THE CORPORATION   Return to Contents

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

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ARTICLE 9
PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS
SECTION 1.  PROHIBITION AGAINST SHARING CORPORATE PROFITS AND ASSETS   Return to Contents

No member, director, officer, employee, or other person connected with this corporation, or any private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the corporation, provided, however, that this provision shall not prevent payment to any such person of reasonable compensation for services performed for the corporation in effecting any of its public or charitable purposes, provided that such compensation is otherwise permitted by these Bylaws and is fixed by resolution of the Board of Directors; and no such person or persons shall be entitled to share in the distribution of, and shall not receive, any of the corporate assets on dissolution of the corporation. All members, if any, of the corporation shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the corporation, whether voluntarily or involuntarily, the assets of the corporation, after all debts have been satisfied, shall be distributed as required by the Articles of Incorporation of this corporation and not otherwise.

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ARTICLE 10
SUPPORT GROUPS
SECTION 1.  ORGANIZATION OF SUPPORT GROUPS   Return to Contents

Support Groups will be formed in Northern California wherever, in the opinion of the Board of Directors, sufficient leadership to sustain a Support Group exists and an adequate number of people attend.  Members of the corporation shall join in the Support Group they attend most frequently.

SECTION 2.  SUPPORT GROUP LEADERS   Return to Contents

Support Group Leaders shall be chosen by their Support Group and reported to the Board of Directors.   A Leader, an Assistant Leader, a Secretary and a Treasurer with the option of having a Secretary-Treasurer shall be chosen as possible.  The Support Group shall report the names and offices of their leaders.

SECTION 3.  DUTIES OF THE LEADER   Return to Contents

The Leader shall lead the Support Group in conformance with the current bylaws and policies of the Board of Directors.  The Leader shall have other powers and perform other duties as may be prescribed by the Board of Directors or Support Group.

The Leader shall be chosen by their Group and reported to the Board of Directors. The Leader shall have other powers and perform other duties as may be prescribed by the Board of Directors or Support Group.

SECTION 4.  DUTIES OF THE ASSISTANT LEADER   Return to Contents

In the absence of the Leader, or in the event of his or her inability or refusal to act, the Assistant Leader shall perform all the duties of the Leader, and when so acting shall have all the powers of, and be subject to all the restrictions on, the Leader.  The Assistant Leader shall have other powers and perform other duties as may be prescribed by the Board of Directors or Support Group.

SECTION 5.  DUTIES OF THE SECRETARY   Return to Contents

The Secretary shall keep a record of each meeting briefly describing its content and the name, address, and phone number of any guest speaker along with a sign-in sheet indicating who was present at the meeting.  He or she shall obtain the name, address, phone number, and other pertinent information from any new person attending the meeting by requesting each new person to fill out the First Timer Report.

SECTION 6.  DUTIES OF THE TREASURER   Return to Contents

The Treasurer shall collect and record the dues paid at the Support Group meeting and any contribution toward the work of The Northern California Chapter of The Neuropathy Association (NCCNA).  The Treasurer shall send all collected to the Treasurer who will send the dues payments to the Membership Chairperson

SECTION 7.  NEWSLETTER EDITOR   Return to Contents

The leaders of each Support Group shall appoint a Newsletter Editor.  This person may, on the agreement of the Leaders of each Support Group involved, produce a newsletter including the news of more than one Support Group.  This person may or may not be an officer of one of the Support Groups

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ARTICLE 11
MEMBERS
SECTION 1.  DETERMINATION AND RIGHTS OF MEMBERS   Return to Contents

The corporation shall have two classes of membership:  Voting Members, which shall consist of the members of the Board of Directors, and Sustaining Members.  No member shall hold more than one membership in the corporation.  All memberships shall have the same rights, privileges, restrictions and conditions, except voting rights shall vest exclusively in the Voting Members who shall have the exclusive power for the election of Directors and all other purposes.

SECTION 2.  QUALIFICATIONS OF MEMBERS   Return to Contents

The qualification for membership in this corporation is as follows: the paying of annual dues.

SECTION 3.  ADMISSION OF MEMBERS   Return to Contents

Applicants shall be admitted to membership upon payment of dues. 

SECTION 4.  FEES AND DUES   Return to Contents
  1. The annual dues payable to the corporation by members shall be set at the last ASSESSMENTS meeting of the Board of Directors in each calendar year.  Both the needs of each Support Group and that needed to operate the corporation as a whole will be considered.
  2. Memberships shall be nonassessable.
SECTION 5.  BENEFITS OF MEMBERSHIP   Return to Contents
  1. Will receive a Membership Card
  2. Will regularly receive the local informative newsletter and the NCCNA Quarterly Newsletter
SECTION 6.  NUMBER OF MEMBERS   Return to Contents

There is no limit on the number of members the corporation may admit.

SECTION 7.  ANNUAL MEETING OF THE MEMBERS, MEMBERSHIP RECORD   Return to Contents

An Annual Meeting of members shall be held at such time, within 120 days after the end of the fiscal year, and at such place as the Board of Directors shall direct for the purpose of receiving the Annual Report, and for the election of Directors by the Voting Members.

The corporation shall keep a membership record containing the name and address and Support Group of each member. Termination of the membership of any member shall be recorded, together with the date of termination of such membership. Such record shall be kept at the corporation's principal office and/or by the Treasurer and shall be available for inspection by any director at a time convenient to the person possessing the membership record.

The record of names and addresses of the members of this corporation shall constitute the membership list of this corporation and shall not be used, in whole or part, by any person for any purpose not reasonably related to a member's interest as a member.

Notice of the Annual Meeting of members shall be sent to the members at least 20 days before the Annual Meeting.  The inclusion of this notice in the newsletter of each Support Group in the month prior to the month of the meeting shall be considered sufficient notice if distributed at least 20 days prior to the date of the General Meeting.

SECTION 8.  NONLIABILITY OF MEMBERS   Return to Contents

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION 9.  NONTRANSFERABILITY OF MEMBERSHIPS   Return to Contents

No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member's death.

SECTION 10.  TERMINATION OF MEMBERSHIP   Return to Contents
  1. Grounds for Termination. The membership of a member shall terminate upon the occurrence of any of the following events:
    1. Upon his or her notice of such termination delivered to the President or Secretary of the corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
    2. Upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation.
    3. If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30)-day period following the member's receipt of the written notification of delinquency.
  2. Procedure for Expulsion. Following the determination that a member should be expelled under subparagraph (a)(2) of this section, the following procedure shall be implemented:
    1. A notice shall be sent by first-class or registered mail to the last address of the member as shown on the corporation's records, setting forth the expulsion and the reasons therefor. Such notice shall be sent at least fifteen (15) days before the proposed effective date of the expulsion.
    2. The member being expelled shall be given an opportunity to be heard, either orally or in writing, at a hearing to be held not less than five (5) days before the effective date of the proposed expulsion. The hearing will be held by the Board of Directors in accordance with the quorum and voting rules set forth in these Bylaws applicable to the meetings of the Board. The notice to the member of his or her proposed expulsion shall state the date, time, and place of the hearing on his or her proposed expulsion.
    3. Following the hearing, the Board of Directors shall decide whether or not the member should in fact be expelled, suspended, or sanctioned in some other way. The decision of the Board shall be final.
    4. If this corporation has provided for the payment of dues by members, any person expelled from the corporation shall receive a refund of dues already paid. The refund shall be pro-rated to return only the unaccrued balance remaining for the period of the dues payment.
SECTION 11.  RIGHTS ON TERMINATION OF MEMBERSHIP   Return to Contents

All rights of a member in the corporation shall cease on termination of membership as herein provided.

SECTION 12.  AMENDMENTS RESULTING IN THE TERMINATION OF MEMBERSHIPS   Return to Contents

Notwithstanding any other provision of these Bylaws, if any amendment of the Articles of Incorporation or of the Bylaws of this corporation would result in the termination of all memberships or any class of memberships, then such amendment or amendments shall be effected only in accordance with the provisions of Section 5342 of the California Nonprofit Public Benefit Corporation Law.

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ARTICLE 12
AMENDMENT OF BYLAWS
SECTION 1.  AMENDMENT   Return to Contents

Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted as follows:
(a) The Board of Directors may amend the Bylaws by the affirmative vote of a majority of the entire Board of Directors or by the affirmative vote of a majority of the Voting Members.

ARTICLE 13
AMENDMENT OF ARTICLES
SECTION 1.  AMENDMENT OF ARTICLES BEFORE ADMISSION OF MEMBERS   Return to Contents

Before any members have been admitted to the corporation, any amendment of the Articles of Incorporation may be adopted by approval of the entire Board of Directors.

SECTION 2.  AMENDMENT OF ARTICLES AFTER ADMISSION OF MEMBERS   Return to Contents

After members, if any, have been admitted to the corporation, amendment of the Articles of Incorporation may be adopted by the approval of the Board of Directors.

SECTION 3.  CERTAIN AMENDMENTS   Return to Contents

Notwithstanding the above sections of this Article, this corporation shall not amend its Articles of Incorporation to alter any statement which appears in the original Articles of Incorporation of the names and addresses of the first directors of this corporation, nor the name and address of its initial agent, except to correct an error in such statement or to delete such statement after the corporation has filed a "Statement by a Domestic Non-Profit Corporation" pursuant to Section 6210 of the California Nonprofit Corporation Law

 

Status

Adopted.
Though these bylaws in force, we welcome comments and questions.  Contact us.

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