RESTATED AND AMENDED BYLAWS OF MEDICAL AFFAIRS PROFESSIONAL SOCIETY
(A Colorado Nonprofit Corporation)
This organization shall be known as Medical Affairs Professional Society a nonprofit Colorado Corporation, hereinafter referred to as the “Corporation”. The Corporation shall have a perpetual existence.
The principal office of the Corporation shall be at such location within the State of Colorado as the Board of Directors may determine from time to time.
The purposes for which the Corporation is formed is exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future federal law, including but not necessarily limited to the education and training of medical affairs professionals, through educational seminars, lectures, programs, and materials .
Section 4.1 Classes. The classes of members and qualifications and rights of members shall be as set forth from time to time by the Board of Directors of the Corporation, provided however that Members shall not have meetings, shall not have any voting rights whatsoever, nor shall they participate in the governance of the Corporation. The Board of Directors may by resolution establish such additional rights, privileges, and duties corresponding to membership provided that such rights, privileges, and duties are consistent with the Articles of Incorporation and these Bylaws.
Section 4.2 Dues and Assessments. All members are obligated to pay the dues and assessments established by the Corporation from time to time.
Section 4.3 Non-Transferability. Memberships are personal to the individual members, and may not be transferred or assigned to any other person or entity.
Section 4.4 Membership Book. The Corporation shall keep and maintain in its office a book containing the name and address of each member.
BOARD OF DIRECTORS
Section 5.1 General Powers and Duties. The Board of Directors shall have the power and duty to exercise general supervision over the management of the affairs of the Corporation and shall have the power and authority to do and perform all acts not inconsistent with these Bylaws, the articles of incorporation, or the laws of the State of Colorado.
Section 5.2 Special Powers and Duties. In addition to and without limitation of the foregoing general powers and duties, and such powers and duties as are vested in the Board of Directors by virtue of the Articles of Incorporation, and the laws of the State of Colorado, the Board of Directors is irrevocably vested with, and responsible for, the following powers and duties:
- Selection, appointment and removal of all officers, agents and employees of the Corporation and the fixing of compensation, therefore.
- The power and duty to make and enforce such rules and regulations consistent with law, the Articles of Incorporation, the Declaration, and these Bylaws as the Board of Directors may deem necessary or advisable, for the use of the property of the Corporation.
- The power, but not the duty to borrow money and to incur indebtedness for the purposes of the Corporation, and to cause and to be executed and delivered therefore, in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, assignments, and hypothecations or other evidences of debt and securities, therefore.
- The power and duty to fix and levy dues and assessments upon the members for the purposes of the Corporation; including, by example and without limitation, the funding of the Corporation’s activities and the making of grants, gifts and distributions, and the establishment and maintenance of adequate reserves for replacements, emergency expenditures, and anticipated capital expenditures.
- The power to contract for and pay for, as reasonably necessary, fire, casualty, blanket liability, malicious mischief, vandalism, errors and omissions, and other insurance insuring members, the Corporation, the Board of Directors, the officers, agents, and employees of the Corporation, and other interested parties as the Board deems advisable.
- The power to cause the Corporation to indemnify as appropriate the officers, directors, agents, employees and members of the Corporation to the fullest extent permitted by law.
- To exercise all and every other power, not inconsistent with the Articles of Incorporation, as is vested by law in the Corporation and the Board of Directors.
- The power to enter into contracts on behalf of the Corporation for the reasonable needs of the Corporation.
- The power to set policies and procedures of the Corporation.
Section 5.3 Qualifications. To serve as a Director, an individual must be at least 18 years old. A director need not be a citizen of the United States or a resident of the State of Colorado.
A Director shall perform the duties of a Director in good faith, in a manner such Director believes to be in the best interest of the Corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like situation would use under similar circumstances.
Section 5.4 Number. The number of Directors shall be between three (3)and fifteen (15) and may be increased or decreased without further amendment of these Bylaws, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. At no time may the number of Directors be less than five (5).
Section 5.5 Election and Terms. Each Director after the initial Board of Directors, shall be elected by the Board of Directors to serve a three-year term, or until their successor is elected, whichever is longer. Any vacancy occurring on the Board of Directors shall be filled by majority vote of the directors, though less than a quorum.
At each annual meeting of the Board of Directors, the Board of Directors, by affirmative vote of a majority of the entire Board of Directors, shall elect the successors of those directors whose terms expire at that meeting. Such successors shall be elected to hold office for a term expiring at the annual meeting of the Board of Directors held in the third year following the year of their election and each director so elected shall hold office until the earlier of (i) the due election of his or her successor and (ii) his or her death, resignation or removal.
Newly created directorships resulting from an increase in the authorized number of directors and vacancies occurring in the Board of Directors for any cause, including any such vacancy occurring by reason of the removal of any director from office with or without cause, may be filled by the vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director; provided that any director so elected shall serve for a term that ends three years following the date of the annual meeting immediately preceding such director’s election. Each director so elected shall hold office until the expiration of the term for which he or she was elected and until the earliest of such director’s successor being elected and qualified or until such director’s death, resignation or removal.
Section 5.6 Meetings. Regular meetings of the Board of Directors shall be held at the place and time designated by the Board of Directors, including phone conference calls, monthly, or annual meetings, or otherwise as called by a majority of the Board of Directors.
Section 5.7 Special Meetings. Special Meetings may be called by the Chief Executive Officer of the Corporation, or a majority of the Executive Committee of the Board of Directors, or a majority of the Board of Directors. Persons authorized to call special meetings shall provide notice of time and location of such meetings and state the purpose thereof, and no other matter shall be considered by the Board of Directors at such special meeting except upon unanimous vote of all Directors present.
Section 5.8 Annual Meetings. Directors may meet each year for the purpose of organization, the election of officers, and transaction of other business. The time and location of such meeting shall be at such a place, date, and time as the Board of Directors shall designate and shall be noticed in writing.
Section 5.8 Notice and Waiver. Notice of regular meetings and special meetings should be, but need not be in writing. Notices can be delivered electronically including via email or facsimile, or other electronic means. Attendance at any meeting shall be considered waiver of the notice requirement thereof.
Section 5.9 Attendance Any member of the Board of Directors may also act through designation of a person to attend and act on behalf of such Director. Any such designation shall be done by written proxy executed by such Director or the Director’s attorney-in-fact. Any Director may at any time waive the notice required to be given under these Bylaws, or action may be taken by unanimous written consent thereto without meeting. Any Board member may participate in a meeting by conference telephone or other communications equipment by which all persons participating can hear each other at the same time, and such participating shall constitute presence in person at the meeting.
Section 5.10 Quorum. A quorum of the Board of Directors shall consist of a majority of the Directors. If at any meeting, less than a quorum is present, the majority may adjourn and reschedule the meeting without further notice to the absent Directors.
Except as otherwise provided by the Not-for-Profit Corporation Law and except as otherwise provided in these Bylaws, the vote of a majority of the directors present at the time of the vote, if a quorum was present at the beginning of such meeting, shall be the act of the Board of Directors. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
Section 5.11 Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or by any committee thereof may be taken without a meeting if all of the members of the Board of Directors or of such committee consent in writing (including by means of an electronic mail message) to the adoption of a resolution authorizing the action. If action is so taken without a meeting, the resolution and the written consents thereto by all of the members of the Board of Directors or such committee shall be filed with the minutes of the proceedings of the Board of Directors or of such committee, as the case may be.
Section 5.12 Vacancy. Any vacancy occurring in the Board of Directors shall be filled by majority vote of the remaining members, though less than a quorum. Each person so appointed shall serve until the duration of the unexpired term, or until the next annual meeting
Section 5.13 Removal. Any Director may be removed by majority vote of the remaining members. Reasons for removal include but are not limited to failure to act in the best interests of the Corporation, lack of sympathy with the stated purposes of the Corporation, or actions which jeopardize the Corporation’s reputation or standing.
Section 5.14 Compensation. No Director shall receive any compensation for services performed in the conduct of the Corporation’s business; provided, that (i) nothing herein contained shall be construed to preclude any Director from serving the Corporation in some other capacity and receiving compensation therefore; and (ii) any Director may be reimbursed for reasonable expenses incurred in performance of their duties.
Section 5.15 No loans shall be made by the Corporation to its directors or officers. Any director or officer who assents to or participates in the making of any such loan shall be liable to the Corporation for the amount of such loan until the repayment thereof.
Section 6. 1 Executive Committee. The Board of Directors shall elect an Executive Committee of the Board of Directors (the “Executive Committee”), consisting of the officers of the Board of Directors. The Executive Committee will be chaired by the Board Chair. The Chief Executive Officer (CEO) will serve as the staff resource person to the Executive Committee.
A majority of the members of the Executive Committee then in office shall constitute a quorum thereof for the transaction of business. The Executive Committee shall have and may execute all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, may authorize the seal of the Corporation to be affixed to all documents that may require it, and is authorized to act on behalf of the entire Board of Directors during interim periods between each meeting of the Board of Directors then in office.
The Executive Committee shall keep written minutes of its proceedings and shall report their deliberations and decisions through such minutes to the Board of Directors in a timely manner.
Section 6.2 Other Committees. The Board of Directors may from time to time establish such committees as it may deem appropriate, and may designate the qualifications and term of service upon each such committee. The appointment by the Board of any committee having the authority of the Board shall be adopted by a majority of directors then in office. The members of such committees need not necessarily be composed solely of members of the Corporation unless otherwise limited by these law or these Bylaws.
The Board of Directors shall retain the right to limit the powers and duties of any committee that it has created and to disband any such committee in its sole discretion.
Committee chairs or a majority of any committee may fix the time and place of its meetings, unless the Board of Directors shall otherwise determine. Each committee shall keep written minutes of its proceedings and report such minutes to the Board of Directors.
Section 6.3 Powers and Authority of Committees. The Board of Directors may delegate to any committee having the authority of the Board, any of the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no committee has the power or authority to: amend the Certificate of Incorporation, elect, appoint, or remove directors or fill vacancies on the board adopt an agreement of merger of consolidation, authorize the sale, lease or exchange of all or substantially all of the Corporation’s assets, authorize the dissolution of the Corporation or a revocation of a dissolution, or amend these Bylaws.
OFFICERS, EMPLOYEES, AND AGENTS
Section 7.1 Designation. The officers of this Corporation shall consist of the President, Secretary and Treasurer. The officers shall be elected by majority vote of the Board of Directors at each annual meeting of the Board of Directors thereafter. Such officers shall hold their respective offices for the term of one year or until their successors are elected and shall qualify, unless they shall resign, be removed, or become disqualified.
Section 7.2 Multiple Officers. Any two or all three of the said offices may be held by the same person, if the Board of Directors shall so determine, except that no employee may serve as Board Chair.
Section 7.3 Vacancies. In case a vacancy or vacancies shall occur in any of said offices, the same may be filled for the reminder of the unexpired term by a majority vote of the Board of Directors.
Section 7.4 Removal of Officers. Upon affirmative vote of the majority of the Board of Directors, any officer may be removed, either with or without cause, and his or her successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for such purpose.
Section 7.5 Other Officers. The Board of Directors may, from time to time, appoint other officers of the Corporation, who shall perform such duties as may be assigned them. They shall hold such offices at the pleasure of the Board of Directors.
Section 7.6 Compensation. No officer shall receive any compensation for services performed in the conduct of the Corporation’s business; provided, that (i) nothing herein contained shall be construed to preclude any officer from serving the Corporation in some other capacity and receiving compensation therefore; and (ii) any officer may be reimbursed for reasonable expenses incurred in performance of their duties.
Section 7.7 Chair: Powers and Duties. The Chair shall preside at all meetings of the Board of Directors of the Corporation, unless he or she appoints a member of the Board or another officer to fulfill the President’s duties at meetings, and shall be an ex-officio member of all committees. The Chair shall have such other powers and shall perform such other duties as the Board of Directors may from time to time prescribe to the Chair. No employee of the Corporation shall serve as Chair of the Board of Directors or hold any other title with similar responsibilities.
Section 7.8 Chief Executive Officer: Powers and Duties. The Chief Executive Officer of the Corporation shall enunciate and interpret the policies determined by the Board of Directors, as well as manage generally the affairs of the Corporation. The Chief Executive Officer shall keep the Board of Directors fully informed, and shall freely consult with them, concerning the activities of the Corporation. The Chief Executive Officer shall sign all contracts and other instruments in writing as authorized by the Board of Directors except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or these Bylaws to some other officer or agent of the Corporation; and shall have active management of and general supervision over the administrative and day-to-day affairs of the Corporation, employees and other agents of the Corporation.
Section 7.9 Secretary: Powers and Duties. The Secretary shall act as secretary at all meetings of the Board of Directors and the Executive Committee, and shall ensure that minutes of all such meetings are kept and distributed to the Board of Directors in a timely fashion. The Secretary shall attend to the giving and serving of all notices of the Corporation; attest the affixing of the seal to all contract and other instruments in writing executed under the corporate seal of the Corporation. The Secretary shall perform all duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as shall from time to time be assigned by the Board of Directors.
Section 7.10 Duties of Treasurer. The Treasurer shall be the custodian of the funds of the Corporation, and all securities, valuable papers and documents connected with and pertaining to the business of the Corporation which shall be kept in such depositories and in such manner as directed by the Board of Directors. The Treasurer shall, from time to time, disburse the funds of the Corporation in accordance with directions from the Board of Directors. The Treasurer shall keep or cause to be kept a complete and proper record and account thereof, and vouchers for all funds disbursed, all of which shall be accessible for inspection by the other officers or by the Executive Committee. He or she shall render to the Board of Directors, whenever they may require, an account of all the Treasurer’s transactions and the financial condition of the Corporation, and perform such other duties as may be prescribed by the Board of Directors. At the discretion of the Board of Directors, the Treasurer may be required to give a good and sufficient bond with sureties thereon for the faithful performance of the Treasurer’s duties.
BOARD OF ADVISORS
Section 8.1 Powers. The Board of Directors may appoint from time to time any number of persons as advisors of the Corporation to act either singly or as a committee or committees. Each advisor shall hold office at the pleasure of the Board of Directors and shall have only the authority or obligations as the Board may from time to time determine. Such advisors may be appointed to serve on a “board of advisors” of the Corporation in the sole discretion of the Board of Directors.
Section 8.2 No Compensation. No member of a board of advisors of the Corporation shall receive, directly or indirectly, any salary or compensation for any service rendered to the Corporation, except that the Board of Directors may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation.
CORPORATE FINANCE, CONTRACTS, CHECKS, BANK ACCOUNTS, INVESTMENTS, ETC.
Section 9.1 Authorization. No officer or member of this Corporation shall authorize or incur any debt or obligation on its behalf except by order of or pursuant to authority granted by the Board of Directors.
Section 9.2 Execution of Documents. All written obligations of the Corporation, including acceptances, contracts, agreements, deeds, and all other instruments in writing shall be signed with the corporate name by the Chief Executive Officer, and the corporate seal shall be affixed and attested by the Secretary.
Section 9.3 Checks and Funds. The funds of this Corporation shall be deposited in such bank or banks, as the Board of Directors may from time to time determine. All checks drawn on Corporation funds shall be signed with the corporate name by those officers, one or more, as may be authorized by the Board of Directors from time to time.
Section 9.4 Contributions. The officers of the Corporation and members of the Board of Directors are, and each of them severally is, authorized to accept gifts, legacies or other contributions on behalf of the Corporation. Subject to compliance with applicable laws and these By-Laws, such gifts, legacies or other contributions may be accepted upon any terms or conditions, and for such special uses, as the donor or testator thereof shall prescribe and as shall be acceptable to the Board of Directors. Unless the terms and conditions, or special uses of such funds are prescribed by the donor or by some written agreement, the funds shall be administered as the Board of Directors of the Corporation shall deem expedient, and, unless otherwise provided, both the principal and income of such funds may be utilized and expended.
Section 9.4 Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, or stocks, bonds or other securities, as the Board of Directors may deem desirable, with regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments.
Fiscal Year. The fiscal year of the Corporation shall be a calendar year ending on December 31st each year and is subject to change from time to time as the Board of Directors shall so determine.
CONFLICT OF INTEREST
Conflicting Interest Transactions. The members of the Board of Directors or any party related to them or any entity in which they are a director, officer or have a financial interest, may enter into conflicting interest transactions with the Corporation provided the transaction is compliant with Colorado Revised Statutes §7-128-501 and the Corporation’s Conflict of Interest Policy.
INDEMNIFICATION AND BONDING
Section 12.1 Indemnification. Each officer, director, fiduciary, and agent of the Corporation performing his or her duties in good faith, in a manner he or she reasonably believes to be in the best interest of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances, shall to the fullest extent permitted by law be held and saved harmless and indemnified by the Corporation against all expenses and liabilities, including attorneys’ fees, or any settlement thereof, reasonably incurred by or imposed upon him or her in any proceeding to which he or she may be a party, or in which he or she may become involved by reason of his or her being or having been an officer or director of the Corporation at the time such expenses are incurred, except in such cases wherein such person is adjudged guilty of willful malfeasance in the performance of his or her duties; provided that in the event of a settlement, the indemnification shall apply only when the Board of Directors approves such settlement and reimbursement as being in the best interest of the Corporation.
PROHIBITED ACTIVITIES AND DISTRIBUTION OF ASSETS
No part of the income or net earnings of the Corporation shall be distributable to or inure to the benefit of its members, directors, officers, or any individual, except any assets held by the Corporation upon condition requiring return upon dissolution; provided, however, that reasonable compensation may be paid in accordance with the other provision of these Bylaws for any services rendered to the Corporation, and payment and distributions may be made in furtherance of the purposes set forth herein. Notwithstanding any other provision of these Bylaws, the Corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal income taxation under the provisions, applicable to this Corporation, of the Internal Revenue Code of 1986, or the corresponding provision or provisions of any future federal or Colorado law.
Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for payment of all liability of the Corporation, including the costs and expenses of such dissolution, dispose of all the assets of the Corporation exclusively for the exempt purposes of the Corporation or distributed to an organization described in Section 501(c) of 170(c)(2) of the Internal Revenue Code, 1986, or the corresponding provisions of any future federal law, as shall be selected by the last Board of Directors. None of these assets will be distributed to any officer or director of the Corporation. Any such assets so disposed of shall be disposed of by, and in the manner designated by, the state court having jurisdiction over the matter.
STATEMENT OF NONDISCRIMINATION
Notwithstanding any provision of these Bylaws, the Corporation shall not discriminate against any director, officer, employee, applicant, or participant of the basis of sex, race, color, ethnicity or national origin.
These Bylaws, or any part thereof, may be amended, added to, or modified by affirmative vote of the voting members of the Board of Directors at a meeting called for that purpose upon notice in accordance with these Bylaws, at which a two-thirds (2/3) vote of the entire Board of Directors qualified to vote is cast in favor of such amendment or modification; provided, however, that the proposed amendment shall be set forth in full in such notice.
These Amended and Restated Bylaws of the Medical Affairs Professional Society, Inc (MAPS) were adopted by the Board of Directors at its Meeting on July 29, 2020