BY-LAWS of Tourette Association of America, Inc., New York City Chapter
The Tourette Association of America, Inc. is a not-for-profit corporation organized for the following purposes:
to promote a greater awareness and understanding of Tourette Syndrome among professionals and in the general public in order to facilitate early, accurate diagnosis, and sympathetic treatment of those with this condition;
to provide service and information to people with Tourette Syndrome, their families, and others concerned with Tourette Syndrome; and
to promote medical research into the cause, improved treatment, and a cure for Tourette Synrome.
ARTICLE I - NAME
The name of this Chapter shall be TOURETTE ASSOCIATION OF AMERICA, INC., NEW YORK CITY CHAPTER
ARTICLE II - OBJECTIVES AND PURPOSES
The purpose of this Chapter of the national Tourette Association of America, Inc. is to carry out the objectives and purposes of the Association pursuant to its By-Laws, the Charter Relations Policy Statement, and the Chapter Agreement. The Association’s objectives and purposes are to:
Promote the general welfare of people with Tourette at home, in the community, at work place and in public/private schools.
Educate professionals and the general public about Tourette Syndrome in order to identify those with Tourette who as yet are undiagnosed or are misdiagnosed.
Cooperate with and support the medical research program of the Association.
Develop a better understanding by the public of the problems faced by people with Tourette and their families.
Advise, aid, and coordinate activities and efforts of Chapter support groups.
Act as a channel of communication for all parties interested in Tourette Syndrome.
Promote advocacy for people with Tourette Syndrome and their family, and provide support and referral.
Cooperate with other organizations involved with neurological or movement disorders to achieve common objectives.
Raise funds for the accomplishment of these purposes.
ARTICLE III - MEMBERSHIP
Section 1. Eligibility
Any person, family, or organization located in the Chapter’s chartered geographic area, who is a member in good standing of the national Tourette Association of America, is also a member of TAA-New York City Chapter. Any person, family, or organization not located within the Chapter’s geographic area, who wishes to be an active participant of the chapter may become a member of the chapter upon notification in writing to the Association. An individual living within the Chapter’s geographic area, who is an active participant of another chapter, will have a choice of the chapter he/she wishes to be a part of upon notification in writing to the Association. Section
The Association and its chartered chapters are a unified organization. A single dues payment, paid to the Association, entitles full membership privileges in this Chapter. Persons unable to pay the full amount of the annual dues will not be denied membership provided the Association is informed in writing. Dues received by the Association from a member of the Chapter will be divided pro-rata, the proportions determined by the Association’s Board of Directors. Section
3. Termination of Membership
Any member of this Chapter whose conduct is deemed prejudicial, detrimental, harmful, disruptive or contrary to the objectives and purposes of this Chapter and/or Association may have their membership privileges revoked by the Board of Directors of this Chapter upon a two-thirds vote.
ARTICLE IV - MEETINGS
Section 1. Annual Meeting
An annual meeting of the Chapter will be held in February of each year for the following purposes:
Election of members of the Chapter Board of Directors;
Presentation of year-end financial audit;
Approval of a budget for the next fiscal year;
Approval of Chapter goals for the next fiscal year.
Written notice of the time and place of the annual meeting, along with names of nominees, shall be mailed to Chapter member’s last known address at least ten (10) days prior to the annual meeting. If a Chapter member has changed his/her residency or desires to receive mail at a new address, the member must advise the Board Chair in writing. The request must specify the new address, the effective date of the change and any other pertinent information deemed necessary to effectuate the address change.
Section 2. General Meetings
Other meetings of the general membership will be held at times and places specified by the Chapter Board of Directors.
Section 3. Special Meetings
Special meetings of the Chapter may be called by the Chair or by majority vote of the Board of Directors. Notice of any special meeting shall be mailed to each Chapter member’s last known address at least ten (10) days in advance. The Notice must specify time and place of the meeting and information as to the subject or subjects to be discussed. No business will be addressed at a special meeting, except as stated in the meeting notice.
Section 4. Quorum
A quorum consists of those Chapter members present at regularly announced Chapter meetings.
Section 5. Voting
All membership classifications are entitled to one vote. Membership classifications are defined as: person, family or organization. A majority vote of members present at all Chapter meetings will be required for any Chapter action.
ARTICLE V - OFFICERS AND DIRECTORS
Section 1. Number and Qualifications
The Board of Directors has the authority to act on behalf of the Chapter. It will consist of the elected officers of TAA New York City Chapter, Chapter founders and no fewer than three additional directors. The officers of the Chapter will be the Chair, at least one Vice Chair, at least one Secretary, and a Treasurer. Each member of the Board of Directors will serve with integrity, due diligence, and propriety. The Treasurer may not be a relative of another member of the Board of Directors.
Section 2. Election of Board of Directors
The members of the Chapter will elect officers and members to the Board of Directors of the Chapter at the annual meeting by a majority of the members present.
Section 3. Terms of Office
Officers and directors serve terms of two years. Terms begin immediately upon election. Officers will serve no more than two consecutive terms in any given office. Members of the Board who are not officers will serve no more than three consecutive terms. Chapter founders will serve without term limits, and shall have the option to serve on the Board in perpetuity.
Section 4. Vacancies
The Board of Directors must fill Chapter Board vacancies. The Board of Directors will take nominations for the vacant position(s) and approve the nomination by a majority of the remaining Board members. Each newly elected Board member will serve as an officer or director, as designated by the Board of Directors, until the members at the next annual meeting elect a successor.
Section 5. Resignation and Removal of Directors
An Officer or directors of the Board may resign by submitting his or her resignation in writing to the Chair. Officers and directors of the Board may be removed for failing to adhere to their obligations and/or duties or without cause by a two-thirds vote of the Board of Directors. In case of removal, a successor will be nominated and elected by a majority vote of the remaining Board members at a special meeting of the Chapter. At the special meeting, the Board member being removed must be afforded an opportunity to be heard regarding the decision to remove him/her as an officer or director.
Section 6. Compensation of Officers and Directors
Officers and directors serve without financial compensation of any kind. In addition, officers and directors will not be compensated for services rendered in their capacity as members of the Board. Paid employees of the Association or its Chapters are ineligible to serve as Officers or Directors of the Chapter.
Section 7. Regular Meetings of the Board of Directors
Regular meetings of the Board of Directors of the Chapter must be held at least three times a year.
Section 8. Special Meetings of the Board of Directors
Special meeting of the Board of Directors of the Chapter may be called by the Chair of the Chapter or by any three members of the Board of Directors acting in concert. Notice of any special meeting of the Board of Directors will be mailed to each Board member’s last known address at least ten (10) days in advance. The Notice must specify time and place of the special meeting and information as to the subjects to be discussed. No business will be addressed at a special meeting, except as stated in the meeting notice.
Section 9. Quorum and Voting
At all meetings of the Board of Directors of the Chapter, a majority plus one (50% + 1) of the directors constitutes a quorum. Assuming a quorum, a majority vote of Board members present at a Board meeting is required for any Board action.
Section 10. Board of Directors Action by E-Mail Ballot or Telephone Conference Call Vote
Any one or more members of the board or any committee thereof may participate in a meeting of such board or committee by means of a 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 in person at the meeting. Any action required or permitted to be taken by the board or any committee thereof may be taken without a meeting if all members of the board or the committee consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee.
Section 11. Board of Directors, Action by Proxy Voting
Proxy voting on behalf of another Board member is prohibited.
Section 12. Indemnification of Officers and Directors
The Chapter shall indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in right of the Chapter or the Association to procure a judgment in its favor, whether civil or criminal, by reason of the fact that such person or such person’s testator or intestate is or was a director or officer of the Chapter or serves or served any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity at the request of the Chapter against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such a director or officer acted in good faith, for a purpose which he/she reasonably believed to be in, or, in the case of service for any other association or any partnership, joint venture, trust, employee benefit plan or other enterprise, not opposed to, the best interest of the Association and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.
ARTICLE VI - POWERS AND DUTIES OF OFFICERS
Section 1. Chair
The Chair is the Chief Executive Officer of the Chapter, presiding at all Chapter meetings and meetings of the Board of Directors. The Chair will, with the Treasurer, sign and execute all authorized contracts, notes, obligations, or other documents in the name and on behalf of the Chapter. The Chair and the Treasurer, in writing, may give this authority to paid staff on a case-by-case basis. The Chair will have all the general powers and duties vested in the Chairperson’s office, including but not limited to, overseeing the day to day operations of the Chapter, reviewing the financial records monthly, presiding over special meetings of the membership and/or Board of Directors, setting the agenda for membership and/or Board of Directors meetings, supervising paid staff of TSA-New York City Chapter and other such duties as may be assigned by the Chapter Board of Directors from time to time.
Section 2. Vice Chair
At the request of the Chair, Vice Chairs may perform all the duties designated by the Chair, and have other powers and perform other duties as the Chapter Board of Directors may assign on occasion. A request by the Chair that the Vice Chair act in his/her behalf in contractual matters must be made in writing. In case of Chair’s inability to perform his/her duties, the Vice-Chairs may perform the Chair’s duties as designated by the Board of Directors. Moreover, in case of Chair’s resignation or removal, the Vice-Chairs will alternate on a monthly basis as Chair until the entire Board of Directors elects a permanent replacement.
Section 3. Secretary
The Secretary will keep the minutes of all meetings and e-mail a copy of minutes to the Chapter Chair, paid staff, and to the Association’s Director of Chapter Services in a timely manner. The Secretary will attend to all duties incident to the office of Secretary. The Board of Directors may assign the Secretary other duties, as deemed necessary.
Section 4. Treasurer
The Treasurer will maintain all of the financial books and records of the Chapter. He/She will maintain records of bank accounts, ensuring that all Chapter funds are maintained in the same accounts. Support groups or other sub-groups of the Chapter are prohibited from maintaining bank accounts separate from the authorized Chapter bank accounts. The Treasurer may endorse collection checks, notes, and other obligations on behalf of the Chapter, and promptly deposit same in a bank or banks designated by the Board of Directors in the name of the Chapter. All disbursements will be made by check. The Treasurer will sign all checks. If a check is above $500, the Board of Directors must approve the expenditure. The Treasurer will maintain all financial records in a current and timely manner and, in general, perform all duties incidental to the office of Treasurer. The Treasurer will prepare a financial report for each meeting of the Membership and Chapter Board of Directors. The Treasurer will submit to the Association’s Director of Chapter Services quarterly Chapter financial reports on forms authorized by the Association. The Treasurer will file form 990 with the IRS by the deadline established by the IRS, then will submit a copy of the Chapter’s filing of the Form 990 to the Association’s Director of Chapter Services in a timely manner.
Section 5. Staff
The Board of Directors of the Chapter has the right to hire paid staff.
Section 6. Directors
Board members are expected to:
Attend at least three (3) regularly scheduled Board meetings each year, and to be prepared;
Make attendance a top priority, and to miss no more than one meeting per year;
Accept leadership positions and committee assignments when requested, and to perform faithfully;
Pay annual dues to national TSA on schedule;
Cover the personal expenses of Board participation, when possible;
Serve with integrity and to avoid conflicts of interest;
Support the Chapter, its members and its policies, despite any private disagreements.
ARTICLE VII - CHAPTER SUB-GROUPS
Section 1. TSA Support Groups
The Board of Directors may, by signing a Statement of Understanding, authorize members to form support groups.
ARTICLE VIII - COMMITTEES
Section 1. Regular Committees
The Chair appoints the chairperson of each committee with consent of another Board member.
Section 2. Nominating Committee
1. The Nominating Committee consists of no fewer than three persons, each of whom will be recommended and approved by the Board of Directors of the Chapter. Members nominated to serve on the Nominating Committee must be members in good standing of TAA New York City Chapter or the Association.
2. The Nominating Committee must present a slate of nominees to the Board of Directors at least one month prior to the annual meeting. Each nominee must agree to his/her nomination.
3. Nominees for the Board of Directors cannot serve on the Nominating Committee.
4. A member of the Nominating Committee who is nominated for an office and accepts the nomination must resign from the Nominating Committee. If the member rejects the nomination, he/she can continue as a member of the Nominating Committee.
5. Any member of the Chapter may make nominations for officers and directors with the understanding that nominees may decline nomination.
Section 3. Executive Committee
The Executive Committee consists of the officers of the Chapter and the immediate past Chair if still a Board member. The Executive Committee will meet or confer by telephone or e-mail on important matters to the Chapter, which arise between board meetings, and will report its activity at each Board meeting.
Section 4. Other Regular and Special Committees
The Board of Directors and/or the Chair may establish such other committees to perform functions deemed necessary to fulfill the objectives and purposes of the Chapter. Each chairperson will select members to his/her committee from among the Chapter membership. Members may volunteer to serve on any committee. The Chair or chairperson may terminate the service of a committee member for just cause. A majority vote of the Board of Directors of the Chapter is required to remove chairpersons of any committee.
ARTICLE IX - FISCAL MANAGEMENT
Section 1. Fiscal Year
The fiscal year begins on March 1.
Section 2. Inspection of Books
Requests to inspect the Chapter’s financial records must be made in writing to the Chapter’s Board of Directors. Upon request for inspection by an officer or director of the Association, Chapter financial records will be made available. Any request made by members of TAA New York City Chapter will be highly scrutinized by the Board of Directors to avoid frivolous and unwarranted requests.
Section 3. Financial Commitments of the Chapter
The Chapter will not enter into any contractual relationships or financial commitments, which are binding on the Association without the written approval of the Chief Operating Officer of the Association.
Section 4. Reports to the Association
The Chapter Treasurer will submit to the Association’s Director of Chapter Services quarterly Chapter financial reports and the Chapter’s proposed annual budget. The Treasurer will also submit to the Association’s Director of Chapter Services a copy of the Chapter’s filing of the Form 990.
ARTICLE X - PARLIAMENTARY AUTHORITY
All meetings will be governed by Robert’s Rules of Order, in its most recent revision, subject to the laws of the State of New York, the Articles of Incorporation, and these by-laws.
ARTICLE XI - AMENDMENTS
Any proposed alteration or amendment to these by-laws by the Chapter must be submitted in writing to the Association for approval before being presented to the Chapter membership for a vote. A majority of the membership is necessary for adoption of any alterations or amendments to these by-laws.