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BYLAWS
OF
Primary Biliary Cirrhosis Organization
AKA PBCers Organization
TABLE OF CONTENTS
Article 1 Name
Article 2 Office
Article 3 Nonprofit Purposes
Article 4 Membership
Article 5 Annual Meeting
Article 6 Board Of Directors
Article 7 Committees
Article 8 Tax Exempt Provisions
Article 9 Amendment of Bylaws
Article 10 Right to Inspection and Periodic Report
Article 11 Construction and Terms
BYLAWS
OF
Primary Biliary Cirrhosis Organization
AKA PBCers Organization
ARTICLE I - NAME
Section 1: Name. The name of the association shall be Primary Biliary Cirrhosis Organization aka PBCers Organization.
ARTICLE 2 - OFFICE
Section 1: Principal Office. The principal office of the PBCers Organization is located in Pearland, Texas, Brazoria County.
Section 2: Change of address. The Board of Directors may change the principal office from one location to another within the United States by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
__________________________ Dated: ________, ____ __________________________ Dated: ________, ____ __________________________ Dated: ________, ____ __________________________ Dated: ________, ____
Section 3: Other Offices. The association may also have offices at such other places, within or without its state of organization, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
ARTICLE 3 - NONPROFIT PURPOSES
Section 1: IRC Section 501(c)(3) Purposes. This PBCers Organization is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2: Specific Objectives and Purposes. The specific purposes for which this association is organized for are:
ARTICLE 4 - MEMBERSHIP
Section 1: Membership. Membership shall consist only of the members of the Board of Directors. Any action which would otherwise by law require approval by a majority of all members or approval by the members shall require only approval of the Board. All rights which would otherwise by law vest in the members shall vest in the Board.
Section 2: Associates. Nothing in these Articles shall be construed as limiting the right of the PBCers Organization to refer to persons associated with it (associates, participants, representatives, affiliates or subscribers) as “member or members or membership” even though such persons are not members. Associates, participants, representatives, affiliates and subscribers shall receive all association benefits from the efforts of the association on their behalf, but may not vote on association business. Therefore, when the terms "member or members or membership" appear in this, the Bylaws of this Association, or in any other related or subsequent articles or documents, these terms are not intended to be, and should not be understood, interpreted, or in any manner or fashion, construed to be contrary to, or in violation of the provisions of the Internal Revenue Code of the United States nor the laws of the State of Texas or, when applicable, the laws of any other country, state, province, territory or political subdivision thereof. Furthermore, insofar as the PBCers Organization, is or may be concerned, the terms "member or members or membership" shall not, under any circumstances, be interpreted to indicate any stock, stockholder, share, shareholder, nor any other meaning that would or might indicate any form of interest or ownership, rights of ownership, or equity in this Association, nor in any property, private, public, personal, real or otherwise. In that this Association, is organized in accordance with the provisions of Section 501 (c)(3) of the Internal Revenue code of the United States, the laws of the State of Texas governing nonprofit associations and, when applicable, the respective laws of other countries, states, provinces, territories or political subdivisions thereof.
Section 3: The Primary Biliary Cirrhosis Organization is an equal opportunity organization and will not tolerate discrimination in any form because of race, color, religion, sex, national origin, age, marital status, disability, or sexual orientation.
ARTICLE 5 - ANNUAL MEETING
Section 1: Annual Meeting. At the direction of the President, the date of the annual meeting shall be set by the Board of Directors who shall also set the time and place of the meeting either in the PBCers chatroom, via e-mail or telephone.
Section 2: Meetings. The Board shall meet at least once a year. Meetings of the Board of Directors shall be presided over by the President or, in his or her absence, by the Vice President of the association. The Secretary of the association 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 3: Notice. Notice of each meeting shall be given to each voting member, by e-mail, not less than fourteen (14) days before the meeting.
Section 4: Quorum. A quorum must be attended by at least three-fourths of the Board of Directors before business can be transacted or motions made or passed. 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 Association, these Bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board.
Section 5: Special Meetings. Special meetings of the Board shall be called upon at the request of the President or one-third of the Board. Notices of special meetings shall be send out by the Secretary to each Board member postmarked fourteen (14) days in advance.
Section 6: Authorized Actions in Writing. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken by a written action, provided that all of the directors approve the action. The written action is effective when signed by all directors, unless otherwise provided in the action.
Section 7: Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of this association under provisions of the Articles of Association, these Bylaws, or the law of this state, a waiver of notice in writing signed by the director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
ARTICLE 6 - BOARD OF DIRECTORS
Section 1: Board and Role. The PBCers Organization shall have up to seven (7), and not fewer than three (3) directors and collectively they shall be known as the Board of Directors. The board shall perform any and all duties imposed on them collectively or individually by law, by the Articles of Association, or by these Bylaws;
Section 2: Board Compensation. No compensation shall be paid to any member of the Board of Directors for services as a member of the board. Directors may be reimbursed for expenses incurred on behalf of this association only.
Section 3: Officers and Duties. The Board of Directors shall have all voting powers of this association. There shall be three officers of the board consisting of a President, Vice-president, and Secretary. No one person may hold two offices at the same time. Officers shall perform duties that usually pertain to the office held and shall assist the President in any way this association shall elect. In the absence of the President, the Vice-president shall perform the duties of the President.
Section 4: Board Elections, Terms, Vacancies and Resignation. Election of new directors or election of current directors to another term will occur as the first item of business at the annual meeting of the association. Directors will be elected by a majority vote of the current directors. All Board members shall serve three (3) year terms, and are eligible for re- election. When a vacancy on the Board exists, nominations for new members may be received from present Board members by the Secretary two weeks in advance of a Board meeting. These nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member may be dropped for excess absences from the Board if he/she has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining directors.
Section 5: Insurance for Association Directors and Agent. The directors and or association agent shall not be personally liable for the debts, liabilities, or other obligations of the PBCers Organization. Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the association (including a director, officer, employee or other agent of the association) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the association would have the power to indemnify the agent against such liability under the Articles of Association, these Bylaws or provisions of law.
Section 6: Execution of Instruments and Funds.
ARTICLE 7 - COMMITTEES
Section 1: Executive Committee.
Section 2: Finance Committee. The President will create the Finance Committee and appoint the Treasurer with the Executive Committee's approval.
The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board of Directors and Executive Committee showing income, expenditures and pending income. The financial records of the PBCers Organization are public information and shall be made available at all reasonable times to the members by the Treasurer.
Section 3: Other Committees. The President may create committees as needed, such as advisory, educational, fundraising, research, etc., and may appoint committee chairs. All committees shall perform the duties outlined for them by the President and or the Executive Committee. The President shall be an ex-officio member of all committees. All committees shall have a three-fourth majority rule on committee decisions.
Section 4: Meetings And Action Of Committees. Meetings and action of committees shall be governed by, noticed, held and taken in accordance with the provisions of these Bylaws. The Board of Directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.
ARTICLE 8 - IRC 501(c)(3) TAX EXEMPTION PROVISIONS
Section 1: Limitations of Activities. No substantial part of the activities of this association shall be the carrying on of propaganda, or otherwise attempting to influence legislation [except as otherwise provided by Section 501(h) of the Internal Revenue Code], and this association shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Section 2: Notwithstanding any other provisions of these Bylaws, this association shall not carry on any activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 3: Prohibition Against Private Inurement. No part of the net earnings of this association shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this association.
Section 4: Distribution of Assets. Upon the dissolution of this organization, after paying or adequately providing for the debts, obligations, and liabilities of this organization, the remaining assets of this association shall be distributed to the American Liver Foundation, if it is then in existence and has maintained its tax-exempt status under Section 501(c)(3) of the lnternal Revenue Code of 1986. If not, then to a nonprofit fund, foundation, association, or corporation, selected and designated by this association's Board of Directors, which is organized and operated exclusively for exempt purposes like those set forth in Article THREE above, and which has established and maintained its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose.
Section 5: Private Foundation Requirements And Restrictions. In any taxable year in which this association is a private foundation as described in Section 509(a) of the Internal Revenue Code, the association
ARTICLE 9 - AMENDMENT OF BYLAWS
Section 1: Amendment. Subject to the power of the members, if any, of this association to adopt, amend or repeal the Bylaws of this association and except as may otherwise be specified under provisions of law, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by approval of three-fourth's (3/4) of the Board of Directors.
ARTICLE 10 - RIGHT TO INSPECTION AND PERIODIC REPORT
Section 1: Right to Inspection. All Board members have the right to inspect at any reasonable time the books, records, or minutes of all proceedings of the members or of the board or committees of the board, upon written demand on the Secretary of the association. The Executive Committee has the right to inspection at any reasonable time the books, records and all associates names and addresses upon written demand to the President.
Section 2: Periodic Report. The Board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this association, to be so prepared and delivered within the time limits set by law.
ARTICLE 11 - CONSTRUCTION AND TERMS
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or originators of this association, and we consent to, and hereby do, adopt the foregoing Bylaws, consisting of five pages, as the Bylaws of this Association.
Dated: November, l999
Revised: August, 2000
Revised: January, 2001-2004
