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BYLAWS OF FEDERATION OF BURN
FOUNDATIONS ARTICLE I NAME The name of the organization is Federation of Burn Foundations, hereinafter referred to as FBF. ARTICLE II PURPOSE Section 1. GENERAL
PURPOSE: To empower burn-related
organizations to better serve their communities. Section 2. SPECIFIC PURPOSES: Specific purposes shall include:
ARTICLE III OFFICE FOR BUSINESS Section 1. CORPORATE
OFFICE: The corporate office for the FBF, while incorporation remains in Section 2. OTHER OFFICES: Other offices may be established at any other place(s) deemed appropriate by the Board. ARTICLE IV MEMBERSHIP Section 1. REGULAR
MEMBERSHIP: Regular membership in
the FBF shall be open to organizations providing evidence of meeting all the
following criteria, and being approved by the Board:
1. Fire safety and burn prevention education 2. Support of research on burn prevention, care, treatment and related subjects 3. Services to burn survivors and their families 4. Support for specialized burn treatment facilities
Section 2. VOTING RIGHTS: Each member organization in good standing is entitled to one vote on all matters brought before the membership. a. The name of an organizations voting
representative for the current year shall be identified at the time its dues
payment is forwarded. The organization may also designate in advance, in
writing, to the Secretary, an alternate who may have the right to vote in the
absence of the initial designee. b. The Board may in its discretion authorize the voting upon any issue by written ballot mailed to each regular member organizations. Such authorization shall specify the date when such written ballot must be returned to the Chairperson of the FBF. Section 3. SPONSORSHIP: Upon approval of the FBF, Sponsorship designation may be granted to other agencies, organizations and individuals who have an interest in the purposes and activities of the FBF or with whom liaison would be mutually beneficial. Corporate and individual sponsors do not have voting privileges. Section 4. DUES AND FEES: Annual dues for both regular members and annual fees for corporate and individual sponsors shall be such amounts as may from time to time be set by a vote of the membership. a. The membership year shall be from January 1 to December 31. b. Annual dues and corporate and individual fees are payable on or before January 1 of each year. c. No assessments shall be levied on members other than the payment of regular dues and fees as herein provided. d. Annual dues must be paid in full prior to the annual meeting for an organization to remain in good standing. ARTICLE V MEETINGS Section 1. ANNUAL MEETING: There shall be an annual meeting of members which shall be held during the time and at the place of the annual conference of the American Burn Association. Written notice of the annual meeting shall be mailed to all members by the Secretary at least thirty (30) days prior to the date of such meeting. Section 2. SPECIAL MEETINGS: Special meetings of the members may be called at anytime by the Board, the Chairperson, or upon request of any six members. Notice of such meeting, stating the purpose of the meeting, shall be mailed or sent by other form of written communication to all members at least thirty (30) days prior to the date of such meeting. No business, other than that set forth in the notice of the meeting shall be transacted at a special meeting. If immediate action is needed, Article IV, Section 2, Section b will apply. Section 3. QUORUM: A minimum of twenty five percent (25%) of the members in good standing shall constitute a quorum for the transaction of business at the annual meeting. A majority of the members of the FBF in good standing shall constitute a quorum for the transaction of business at any special meeting of the FBF. Fifty-one percent (51%) of the membership shall constitute a quorum for a mail ballot. ARTICLE VI OFFICERS Section 1. DESIGNATION: The officers of the FBF shall be a
Chairperson, Vice-Chairperson, Secretary, Treasurer and such other additional
officers as may be designated by the Board.
No person shall be elected as an officer unless he/she is affiliated
with an organization that is a regular member in good standing and is a
member-at–large of the then current Board. Section 2. ELECTION AND TERM OF OFFICE: Officers shall be elected by a majority of those members in good standing present and voting at the annual meeting. Officers shall take office at the end of the annual meeting and shall serve until the end of the annual meeting following their election. Officers may serve consecutive terms in the same office. Section 3. RESPONSIBILITY: All officers are subordinate and responsible to the membership. Section 4. DUTIES OF THE CHAIRPERSON: The Chairperson shall be the chief executive officer of the FBF and shall be subject to the direction of the membership, shall preside at all meetings of the FBF, and shall perform the usual duties of the chief executive of an organization. The Chairperson shall appoint the chairs of all committees. The Chairperson shall have such other powers and duties as are provided in the Bylaws or as the membership shall determine from time to time. Section 5. DUTIES OF THE VICE-CHAIRPERSON: In the absence of or the disability of the Chairperson, the Vice-Chairperson shall perform all the duties of the Chairperson and, when so acting, shall have the powers of and subject to all restrictions upon the Chairperson. Section 6. DUTIES OF THE SECRETARY: The Secretary shall keep or cause to be kept a book of minutes of all meetings of the membership. The Secretary shall also keep or cause to be kept a membership book containing the names and addresses of each member, and in any case where membership has been terminated, such fact shall be recorded in the book together with the date upon which the membership ceased. The Secretary shall give the notices of special meetings of the members as provided in the Bylaws. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the membership. Section 7. DUTIES OF THE TREASURER: The Treasurer shall keep and maintain or cause to be kept and maintained adequate and current accounts of the properties and the business transactions of the FBF, including accounts of its assets, liabilities, receipts, disbursements, gains and loses. The books of account shall at all times be open to inspection by any member of the FBF. The Treasurer shall deposit all monies of the FBF with such depositories insured by FDIC. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the FBF and, upon request, submit an account of all transactions as Treasurer, and of the financial condition of the FBF. The Treasurer shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the membership or by the Bylaws. Section 8. VACANCIES: In the event of the death or resignation of any officer prior to the expiration of his/her term, the Executive Committee shall fill such vacancy from its membership until the next annual meeting. Section 9. REMOVAL OF OFFICERS: Officers may be removed at any meeting of the membership by the vote of a majority of the members of the FBF. Section 10. DISBURSEMENT OF FUNDS: No funds shall be disbursed by the FBF unless the check, draft or other evidence of such disbursement shall be executed on behalf of the FBF by the Treasurer and/or the Chairperson. Co-signatories are required for any expense over one thousand dollar ($1,000.00) ARTICLE
VII BOARD AND COMMITTEES Section 1. THE
BOARD: The Board shall consist of nine
(9) elected members-at-large who represent a member organization in good
standing; the most recent past Chairperson representing a member organization
in good standing; and members emeritus, who are without the right to vote. One
Board member shall serve as liaison to the American Burn Association. Board members-at-large
serve for three-year terms and may serve consecutive terms. a.
The nine (9) members-at-large shall be elected on
staggered terms. Upon adoption of this provision, three shall be elected for a
one-year term, three for a two-year term, and three for a three-year term. As
those terms expire, the subsequent elections shall be for three-year terms. b.
In the event of the death or resignation of any
member-at-large prior to the expiration of his/her term, the Executive
Committee shall fill such vacancy from the membership for the remainder of the
vacated term. c.
Members-at-large and emeritus members may be removed
from their position at any meeting of the membership by the affirmative vote of
a majority of the members of the FBF. Section 2. THE EXECUTIVE COMMITTEE: The Executive Committee shall be composed of all elected officers and the immediate past Chairperson. The Chairperson of the Board shall act as Chairperson of the Executive Committee. The Executive Committee shall have and may exercise all the powers of the Board between meetings of the membership, except the following. a. Approval of incorporation. b. Approval of any action for which Nonprofit Corporation Law also requires the approval of members of a corporation. c. The amendment or repeal of these Bylaws or the adoption of new Bylaws. d. The expenditure of funds to hire staff. Section 3. NOMINATING COMMITTEE: The Nominating Committee shall present a slate of officers and board members to the membership at each annual meeting for election. The most recent Past Chairperson, or in the absence of such, the Secretary of the Board, chairs the Nominating Committee. It is the responsibility of the Nominating Committee to assure that nominees presented to the membership represent the FBF membership in terms of geographic areas and organizational size. Section 4. OTHER COMMITTEES: The Chairperson may appoint other committees from time to time as may be deemed necessary for the proper operation of the FBF. The Chairperson shall likewise designate the chairperson of such committees. ARTICLE VIII AMENDMENTS TO
BYLAWS New or existing Bylaws may be adopted, amended, or
repealed by a majority vote of the current members in good standing at any
annual meeting or by mailed written ballot. Written notice of any proposed change
to the bylaws shall be mailed to all members by the Secretary at least thirty
(30) days prior to the date of any such meeting or mailed ballot. CERTIFICATE
OF SECRETARY I, Gary A Hansen, hereby certify that I am the duly
elected and acting Secretary of the Federation of Burn Foundations, a
California Corporation, and that the foregoing stated Bylaws, consisting of
five (5) pages, constitute the Bylaws, as amended, of said Corporation, as duly
adopted at a meeting duly held on Dated: Secretary |
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