BYLAWS OF THE CANCER CACHEXIA SOCIETY, INC.
1.01 Name. The name of the Corporation shall be CANCER CACHEXIA SOCIETY, INC. (the “Corporation”).
2.01 Charitable Purpose. This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Indiana Nonprofit Corporation Act of 1991 (the “Act”) for public and charitable purposes. The recital of these purposes as contained in this paragraph is intended to be exclusive of any and all other purposes, this corporation being formed for such public and charitable purposes only.
2.02 Mission. The Corporation’s mission is to advance the diagnosis and treatment of cancer cachexia by promoting and facilitating research, collaborating to share knowledge, and educating medical professionals. The Corporation intends to hold an annual conference to advance its mission (“Annual Conference”).
2.03 Public Benefit Corporation. Unless the context requires otherwise, the general provisions, rules of construction and definitions in the Indiana Nonprofit Corporation Act of 1991 shall govern the construction of the Corporation’s bylaws (the “Bylaws”).
3.01 Offices. The initial principal office of the Corporation shall be located at 5605 Sunset Lane, Indianapolis, IN 46228. The Corporation may change its principal office or have other offices as the board of directors of the Corporation (the “Board”) may determine or as the affairs of the Corporation may require from time to time.
4.01 Membership Criteria. Membership shall be open worldwide to individuals who desire to advance the cause of diagnosing and treating cancer cachexia. Only individuals shall be eligible for membership, but business and other interested organizations may participate in the organization as determined by the Board. Membership shall not be limited to medical professionals and may also include individuals who have been personally affected by cancer cachexia as a patient or as a family member or friend of a patient who has suffered from cancer cachexia. The Board shall have final and sole authority to admit an applicant as a member and to determine the applicant’s membership category. Membership in the Corporation shall be available without regard to race, color, creed, national origin, ethnicity, gender, marital status, sexual orientation, mental or physical disability or any category protected by state or federal law.
4.02 Membership Classes. There shall be two classes of Members.
(a) Non-Voting Members. Members not eligible to vote on matters concerning the Corporation (“Non-Voting Members”) shall be comprised of fellows, graduate students and residents in good standing in their respective training programs and current on their annual dues. The annual dues for the Non-Voting Members shall be determined by the Board.
(b) Voting Members. Members eligible to vote on matters concerning the Corporation (“Voting Members”) shall be comprised of all other Members who are current on their annual dues. The annual dues for the Voting Members shall be determined by the Board.
4.03 Voting Rights. Voting Members shall have the right to vote for the election of Directors (as defined below) and on such other matters as may be properly submitted to a vote of the membership, in each case in accordance with the provisions of the Bylaws.
(a) Voting by mail, email or other electronic communication format on matters submitted to the vote of the membership may be authorized by the Board in specific instances.
(b) When voting at meeting, one-half of the Voting Members present at the annual meeting must cast their votes (for or against) in order for the vote to be valid.
(c) In order for any Voting Member to be eligible to vote, such member shall have been in good standing, as defined in policies and procedures adopted by the Board, for at least thirty days prior to the date of any vote.
4.04 Decisions. Members wanting to submit items for discussion at meetings of the membership, including items requiring a vote, must follow the Board-approved procedures for adding items to the agenda. Any matter submitted to a vote of the members present and eligible to vote shall be decided by a simple majority of the votes cast and matters not submitted pursuant to the Board-approved procedures for adding items to the agenda shall be decided by a two-thirds vote.
4.05 Termination/Suspension of Membership. The Board may, upon recommendation of the Membership Committee, suspend or terminate the membership of any member who becomes ineligible for membership or whose actions, in the Board’s determination, are inconsistent with the Corporation’s purpose, mission and/or philosophy as stated in the policies of the Corporation.
4.06 Reinstatement after Suspension or Termination. Upon recommendation of the Membership Committee, the Board shall determine the reinstatement of membership after suspension or termination in accordance with the Board approved procedures for reinstatement of membership after suspension or termination.
4.07 Resignation. Any member may resign by filing a written resignation with the Membership Committee, but such resignation shall not relieve the member of any financial obligation accrued and unpaid.
4.08 Reinstatement after Resignation. Upon written request signed by a former member and upon recommendation of the Membership Committee, the Board may reinstate such former member on such terms as the Board may deem appropriate.
4.09 Transfer of Membership. Membership in this Corporation is not transferable or assignable.
Meetings of Members
5.01 Annual Meeting. So long as the Corporation has members, an annual meeting of the members shall be held each year at such date and hour as determined by the Board for the transaction of any business as may come before the meeting, including the election of directors (“Directors”) to the Board. In any year in which the Corporation holds the Annual Conference, the annual meeting shall coincide with the Annual Conference.
5.02 Special Meetings. Special meetings of the members may be called by the chair, the Board, or by members having not less than one-tenth of the votes entitled to be cast at such meeting.
5.04 Place of Meeting. The Board may designate any place within the World as the location for the annual meeting of members or may hold such annual meeting of members via electronic format approved by the Board. Special meetings of members shall be held via electronic format approved by the Board except as otherwise approved by the Board.
5.05 Notice of Meetings. Notice stating the place, day, hour, and purpose of any meeting of members shall be delivered to each member personally or by mail, email, or other electronic communications. Any member shall be deemed to have waived notice if the member or its designated or alternate representative had actual knowledge of a meeting and failed to object prior to or at the meeting. Thirty days’ written notice shall be required for the annual meeting and ten days’ written notice for any other regular or special meeting. Notice shall be deemed effective when sent to the mailing address or electronic mailing address, as applicable, on record at the Corporation, with each member to be responsible for updating the Corporation of any change of address.
5.06 Quorum. One-third of the Voting Members eligible to vote at any given meeting of the membership shall constitute a quorum. If a quorum is not present at any meeting, those present must immediately adjourn for purposes of deciding any matter that requires a vote of the membership.
5.07 Action without Meeting. Any action required to be taken at a meeting may be taken without a meeting if the Corporation distributes a written ballot to every member entitled to vote on the matter, and the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve at a meeting at which the total number of votes cast was the same as the number of votes by ballot.
5.08 Open Meetings. Meetings of the membership shall be open to all members. Meetings may also include guests invited by the Board.
5.09 Voting by Mail or Electronic Format. Votes of the membership conducted by mail, email, or other electronic communications approved by the Board shall be submitted to the membership with written background material and shall allow a minimum of fifteen days for the membership to respond before finalizing the outcome. Decisions rendered in this manner shall require the participation of at least one-third of the members eligible to vote in order to be valid.
Board of Directors
6.01 General Powers. The affairs of the Corporation shall be exercised under the direction of its Board.
6.01 Eligibility to Serve as Director. All Directors must be Voting Members of the Corporation in good standing as of the date of their election. The affairs of the Corporation shall be exercised under the direction of its Board.
6.02 Number. The Corporation shall have not less than three individuals, and until otherwise changed by a resolution of the Board, shall consist of nine individuals who serve as members of the Board (individually a “Director” or collectively the “Directors”). In addition, the immediate past President of the Corporation shall automatically be deemed an ex-officio member of the Board but shall have no voting rights unless the vote of the Directors at the meeting results in a tie, in which event the ex-officio member of the Board shall have the right to vote for purposes of breaking the tie.
6.03 Composition. The Board will consist of Directors elected by the members, so long as the Corporation has members.
6.04 Tenure. Subject to the requirement for staggered terms below, each Director is hereby designated to serve as Director for two years, until a successor is elected and duly qualified, but subject to such person’s earlier death, resignation, removal or disqualification. At the end of such two-year term, each Director will be eligible for designation to serve an additional two-year term if so elected by the members. There shall be a limit of two consecutive full terms in which any individual may serve as a Director of the Corporation, subject to the below exceptions:
(a) If a Director is appointed by the Board to complete the term of a Director who has not served such person’s full term for any reason, then such partial term shall not be counted toward the limitation of two consecutive full terms, with the person permitted to serve the partial term in addition to two full two-year terms.
(b) If a Director is serving as an elected officer of the Corporation pursuant to these Bylaws then such person shall be eligible to continue to serve as a Director beyond the two full two-year terms for so long as such person is serving as an elected officer.
6.05 Staggered Terms. The Directors shall have staggered terms, with one-half of the Directors elected each year at the annual meeting of members, or if there is an odd number of Directors then in odd numbered years the additional Director shall be elected. Notwithstanding the above, unless otherwise determined by the members at the initial meeting of members, no Directors shall be elected at the initial meeting of members. At the first meeting of the Directors, the Directors shall designate the initial Directors who are to serve one-year terms and the initial Directors who are to serve two-year terms, so as to establish staggered terms consistent with these Bylaws. For purposes of applying the term limitations imposed on Directors in these Bylaws, all Directors appointed by the incorporator (whether serving a one-year term or a two-year term) shall be deemed a two-year term.
6.06 Regular Meetings. The Board shall hold regular quarterly meetings. Ten days’ advance notice shall be delivered to each Director personally or by mail, email or other electronic communications at his/her mailing address or electronic mailing address, as applicable, as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered five days after it was deposited in the United States mail so addressed with postage thereon prepaid. A Director shall be deemed to have waived notice if s/he had actual knowledge of a meeting and failed to object to insufficient notice prior to or at the meeting. Regular meetings (other than the regular meeting coinciding with the Annual Conference) shall be held via telephone conference or another electronic communications format. If the Corporation holds an Annual Conference, one of the regular quarterly meetings shall follow the annual meeting of members that coincides with the Annual Conference, with Directors attending the Annual Conference to attend such regular meeting in person and those not in attendance of the Annual Conference eligible to attend such regular meeting via telephone or other electronic communications.
6.07 Special Meetings. Special meetings of the Board may be called by or at the request of the President of the Corporation or any two Directors of the Board. Such meetings shall be held via telephone or other electronic communications. Notice of any special meeting of the Board shall be given to all Directors at least forty-eight hours in advance. Notice shall be delivered by any of the following methods of communication: personally, by mail, by phone, email or by other electronic communications to each Director at the Director’s mailing or electronic address, as applicable, as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered five days following the date when deposited in the United States mail so addressed with postage thereon prepaid. A Director shall be deemed to have waived notice if s/he had actual knowledge of a meeting and failed to object to insufficient notice at or prior to the meeting.
6.08 Quorum of Directors. A majority of the Directors of the Board shall constitute a quorum at any meeting of the Board; if less than a quorum is present at said meeting, those Directors present shall not vote on any matter that requires a vote of the Board. The immediate past president, who shall be an ex-officio member of the Board, shall not be considered for purposes of establishing a quorum.
6.09 Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.
6.10 Vacancies. In the event a Director position is vacated, the Board shall fill the position by appointment of a person qualified for the position until the next regular election, at which time a general election shall be held to fill any unexpired position of the term.
6.11 Compensation. Directors shall not receive any compensation from the Corporation for their services. By resolution of the Board, however, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board and other Corporation functions. Nothing herein contained shall be construed to preclude any Director from representing the Corporation in any other capacity and receiving compensation therefor to the extent allowed by law, upon disclosure of any actual or perceived conflict of interest and subsequent approval of the Board.
6.12 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any Directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent Directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than twenty-four hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment.
6.13 Action without Meeting. Any action required to be taken at a meeting may be taken without a meeting if consent in writing setting forth the action to be taken shall be signed by all of the Directors or members of the committee as the case may be. Such consent shall have the same force and effect as a unanimous vote. The written consent or consents shall be filed with the minutes of the board. Actions by written consent shall have the same force and effect as a unanimous vote of the directors.
6.14 Conflicts. Upon acceptance of election as a Director, any Director who has a financial interest that might affect the Director’s votes on the Corporation’s business, shall identify the nature of the interest. Any Director having a conflict of interest with respect to any item of business to be voted upon shall state the nature of the possible conflict and refrain from voting. Any Director who is uncertain whether a conflict of interest may exist in any matter, may request the Board to resolve the question by majority vote. The vote of any Director failing to declare a conflict may be challenged immediately after the vote is taken and the existence or non-existence of the conflict shall be resolved by a vote of a majority of the Directors present other than the challenged and challenging Directors.
(a) Removal of Director for Cause. The Board 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 the Act.
(b) Removal of Director Without Cause. Any Director may be removed without cause by the vote of seventy-five percent of the Directors then in office.
6.16 Absences. A Director’s unexcused absence from (i) attending two consecutive Annual Conferences, or (ii) three consecutive regular or special meetings of the Board, may constitute cause for initiation of removal from the Board.
7.01 Officer Positions. The Officers of the Corporation shall be a Chief Executive Officer / President, Vice-President, and Secretary / Chief Financial Officer / Treasurer. To be eligible to serve as an Officer of the Corporation, an individual must be a current Board member who has served as a Director at least one year before being elected as an officer, with the exception of during the first year following incorporation of the Corporation.
7.02 Election and Appointment. The officers of the Corporation shall be elected by the Board at the first, and thereafter at each annual meeting of the Board that follows the annual meeting of the members. If the appointment of officers shall not be made at such meeting, such appointment shall be made as soon thereafter as is practicable. With the exception of the first year following incorporation of the Corporation, upon the end of the term of the then serving President, the Vice President shall replace the President without election or confirmation by the Board (subject to the Board’s power of removal). Vacancies may be filled, or new offices created and filled, at any meeting of the Board.
7.03 Tenure. The officers shall serve in an officer position for only one full two-year term but may serve for more than two years if s/he served out the remainder of the predecessor’s term.
7.04 Removal and Resignation.
(a) Removal for Cause. The Board may remove an officer 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 the Act.
(b) Removal Without Cause. The Board may remove an officer without cause by the vote of seventy-five percent of the Directors then in office.
7.05 Resignation. An officer may resign at any time by delivering written notice to the Board. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.
7.06 Officer Duties. Duties of the Corporation’s Officers shall be as follows:
(a) Chief Executive Officer / President. The President shall be the principal executive officer of the Corporation and shall provide information and recommendations to the Board regarding the supervision and coordination of the business and affairs of the Corporation. S/he shall preside at all meetings of the Board. The President shall appoint the Chair of each Committee. S/he shall sign official documents as required by law or by the Board. S/he shall serve as the Chair of the Executive Committee and shall coordinate their activities. The President shall perform any additional duties as prescribed by the Board.
(b) Vice-President. In the absence of the President, or in the event of the President’s death, inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice President shall perform such other duties as from time to time may be assigned to such person by the Chairman of the Board, the president or the Board.
(c) Secretary. The Secretary shall serve as parliamentarian of the Board and shall ensure that meetings are conducted in accordance with Robert’s Rules of Order. The Secretary shall ensure that minutes of all meetings are maintained. S/he shall ensure proper notice of all meetings and Board actions in compliance with the Bylaws. The Secretary shall be responsible for advising the Board on compliance with the Bylaws. S/he shall sign official documents as required by law or by the Board.
(d) Chief Financial Officer / Treasurer. The Treasurer shall ensure books of account consistent with standard accounting practices are maintained. S/he shall deliver a report at each meeting of the Board and ensure that financial information is presented at general membership meetings. The Treasurer shall ensure performance of proper federal, state, and any other reporting which may be required, as well as an annual certified review or audit of the books of account. S/he shall ensure compliance with Board approved operating budget and shall serve as Chair of the Internal Committee. S/he shall sign official documents as required by law or by the Board.
Committees and Task Forces
The Board may establish committees and task forces to assist in carrying out the purposes of the Corporation. The purpose of each committee and task force shall be consistent with the overall mission, goals, and philosophy of the Corporation and the work of each committee and task force shall be consistent with the work, needs, and purpose of the organization as a whole. All committees and task forces shall act in accordance with Board-approved policies.
8.01 Executive Committee. Officers of the Board and Chairs of standing committees shall constitute the Executive Committee. To be eligible to serve as a member of the Executive Committee, an individual must be a current Director.
The Executive Committee shall hold meetings on a regular basis and shall provide information and recommendations to the Board regarding the policies and governance of the business and affairs of the Corporation. The Executive Committee shall be empowered to act on behalf of the Corporation in accordance with Board-approved procedure and to the extent delegable by law.
The Executive Committee shall make recommendations to the Board regarding election of Directors of the Board prior to the annual Board election.
8.02 Standing Committees. All standing committees shall be chaired by Board members and consist of two or more Directors. The standing committees shall be the Membership Committee, the Annual Conference Committee, and the Nominating Committee. All members of standing committees must be members of the Corporation in good standing, unless by contractual agreement nonmember representation is required. Standing committees may establish work groups for projects of limited duration in accordance with Board approved policy.
(a) Membership Committee. The Membership Committee determines the dues structure for the two classes of membership, creates materials to distribute to solicit members, screens applicants for membership, and forwards recommendations to the full Board for approval.
(b) Annual Conference Committee. The Annual Conference Committee schedules and plans the Annual Conference.
(c) Nominating Committee. The Nominating Committee shall submit names for the Board members and for Officers.
(d) Other Committees. The Corporation shall have such other committees as may from time to time be designated by resolution of the Board. Such other committees may consist of persons who are not also members of the Board.
8.03 Ad Hoc Committees. The Board may activate ad hoc committees in accordance with Board-approved policy to address specific items or tasks affecting the business and affairs of the Corporation.
8.04 Task Forces. The Board may establish task forces in accordance with Board approved policies. Task Forces act in the name of the Corporation to emphasize the needs of those they represent within the Corporation. Task force membership is determined by Board-approved criteria set forth by each task force. All members of Task Forces must be members of the Corporation. The Board may establish a Task Force Committee in accordance with Board approved policy.
Contracts, Loans, Checks Deposits and Gifts
9.01 Contracts. The Board may authorize any Officer or agent of the Corporation in addition to the Officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation. Such authority may be general or confined to specific instances.
9.02 Checks and Drafts. All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or agent of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such documents shall be signed by the Treasurer.
9.03 Deposits. All funds of the Corporation shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board or its duly authorized agents may select.
9.04 Gifts. The Board may accept on behalf of the Corporation any contribution, gift, or bequest for the general or special purposes of the Corporation.
Books and Records
10.01 The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board, and committees having any authority of the Board. The Corporation shall keep at its registered office or principal office in this State along with a record of the names and addresses of its members, if any, entitled to vote.
11.01 The fiscal year shall begin on the first day of January and end on the last day of December each year.
12.01 Annual Dues. The Board may determine from time to time the amount of initiation fee or special assessment, if any, and the annual dues payable to the Corporation by members, if any, of each category. The dues structure will then be implemented in accordance with Board-approved policy and procedures.
13.01 Right to Indemnity. To the fullest extent permitted by law, the Corporation shall indemnify each of its present or former Directors and Officers against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any proceedings or any threatened proceedings (hereinafter “proceeding” includes any threatened proceeding) arising by reason of the fact that any such person is or was a Director or Officer of this corporation; provided that the Board determines that such person was acting in good faith and in a manner s/he believed to be in the best interest of the Corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. Payments authorized hereunder include amounts paid and expenses incurred in settling any such proceeding. The foregoing does not apply to any proceeding specifically excluded by law, which includes actions brought by or in the right of the Corporation and certain actions alleging self-dealing or breach of any duty relating to assets held in charitable trust.
13.02 Insurance. The Corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees, and other agents, against any liability asserted against or incurred by any Officer, Director, employee, or agent in such capacity or arising out of the Officer’s, Director’s, employee’s, or agent’s status as such.
14.01 The Board shall cause an annual report to be prepared within 120 days after the end of the Corporation’s fiscal year. That report shall contain the following information in appropriate detail:
(a) A balance sheet of the end of the fiscal year, an income statement, and statement of changes in financial position for the fiscal year, accompanied by an independent accountant’s report, or if none, by the certificate of an authorized Officer of the Corporation that they were prepared without audit from the Corporation’s books and records;
(b) A statement of the place where the names and addresses of current members are located;
(c) Any information required by Section 10.01 of these Bylaws.
14.02 The Corporation shall annually prepare and deliver to its members, if any, and furnish to its Directors a statement of any transaction or indemnification of the following kind within 120 days after the end of the Corporation’s fiscal year:
(a) any transaction (i) to which the Corporation was a party (ii) which involved more than $50,000 or was one of a number of such transactions with the same person involving more than $50,000 in the aggregate, (iii) in which either of the following interested persons had a direct or indirect material financial interest: any Director or Officer of the Corporation; and
(b) a brief description of the amounts and circumstances of any loans, guarantees, indemnification, or advances more than $10,000 paid during the fiscal year to any Officer or Director of the Corporation.
The statement shall include a brief description of the transaction, the names of the interested parties, their relationship to the Corporation, and the nature of their interest in the transaction.
15.01 Any member or Director may propose amendments to the Bylaws.
15.02 An amendment of the Bylaws (including the repeal of the Bylaws and the adoption of new bylaws) is effective upon the affirmative vote of a majority of the Directors eligible to vote on the amendment, including those not in attendance at the meeting at which the vote is held.
16.01 On dissolution of this corporation, the Board of Directors shall cause the assets herein to be distributed to another corporation 501(c)(3) with purposes similar to that identified in the Articles of Incorporation, and Article 2 of these Bylaws.
Certificate of Secretary
I hereby certify that I am the duly elected and acting Secretary of CANCER CACHEXIA SOCIETY, INC., an Indiana nonprofit public benefit corporation, and that the foregoing Bylaws constitute the bylaws of said Corporation as duly adopted by the Board of the Corporation on the 14 th day of September, 2018. The Bylaws are, as of the date of this certification, the duly adopted and existing Bylaws of this corporation.
By: Vickie Baracos