North American Neuroendocrine Tumor Society - NANETS

ARTICLE I – NAME AND PURPOSE

Section 1: Name

The name of the organization shall be North American Neuroendocrine Tumor Society referred to as (NANETS).

Section 2: Purpose

The North American Neuroendocrine Tumor Society (NANETS) is organized and operated exclusively for scientific and educational purposes as described in Section 501(c) (3) of the Internal Revenue Code. Subject to the limitations stated in the Articles of Incorporation, the purposes of NANETS shall be to engage in any lawful activities, none of which are for profit, for which corporations may be organized under Chapter 65 of the Oregon Revised Statutes (or its corresponding future provisions).

The North American Neuroendocrine Tumor Society’s primary purpose shall be to improve neuroendocrine tumor disease management through increased research and educational opportunities.

Specific Objectives:

• Develop and publish a consensus guideline outlining concrete strategies on appropriate NET disease management to incorporate:
  1. Early detection procedures for a definitive diagnosis and follow-up

  2. Various aspects of imaging, histopathology, genetic analysis, biochemical evaluation, surgery and diverse therapies in regard to different NET origins

  3. Evidence-based treatment methods

  4. Multidisciplinary, team based approach to patient care

  5. New advances in technology used in identifying and treating neuroendocrine tumor disease

• Enhance public awareness advocacy efforts by developing alliances with reputable foundations

• Network with similar international organizations
• Increase the representation of clinicians and researchers in the field of NET diseases
• Promote research in the area of NET disease to include:
  
  1. Elicit and create endowment fellowships
  2. Mentor young investigators
  3. Expand joint research efforts and protocols
  4. Facilitate clinicians and basic researchers’ participation in multi-centered clinical trials
• Assist members in developing cooperative projects
• Establish a NET registry

ARTICLE II - MEMBERS

Section 1: Classifications and Voting

Membership shall consist of two classifications of members: Professional members (M.D., Ph.D., PharmD., D.O., P.A., A.R.N.P., R.N. Intern, Resident, Fellow, Student) and Allied members. Professional members will be entitled to one vote on all matters for which a membership vote is permitted by law, the Articles of Incorporation or the Bylaws of this corporation. Allied members will have no voting rights.

Section 2: Qualifications

Qualifications for membership will be established by the Board of Directors for each member classification.

Section 3: Termination of Membership

Membership may be terminated by the Board of Directors after giving the member at least 30 days written notice of the termination by first class or certified mail. This notification will state the reason(s) for termination and an opportunity for the member to be heard by the Board, orally or in writing, not less than five days before the effective date of the termination. The decision of the Board shall be final and shall not be reviewable by any court. Termination of membership occurs through the death of a member or dissolution of a public or private entity. Resignation by the member requires written notification to the Secretary.

Section 4: Annual Meeting

The date, time and place of the regular annual General Assembly meeting shall be set by the Board of Directors.

Section 5: Special Meetings

Special meetings of the members shall be held at the call of the Board of Directors, Executive Committee or by the call of the holders of at least five percent of the voting power of the corporation by a demand signed, dated and delivered to the corporation’s Secretary. The notice of such demand shall describe the purpose for the meeting.

Section 6: Notice of Meeting

Notice of each meeting shall be given to each voting member at the last address of record, by first class mail, not less than ten days before the meeting or by means other than first class mail at least 30 but not more than 60 days before the meeting. The notice shall include the date, time, place and purpose for the meeting.

Section 7: Quorum and Voting

Those votes represented at a meeting of members shall constitute a quorum. A majority vote of the members represented and voting is the act of the members, unless the Bylaws or the law provide differently. There shall be no voting by ballot.

Section 8: Proxy Voting

There shall be no voting by proxy.

Section 9: Action by Consent

Any action required or permitted by law to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the members.

ARTICLE III – MEMBERSHIP FEES

Section 1: Fees

Members shall be charged a membership fee annually. The members will establish the annual membership fee for each classification at the General Assembly meeting.

Section 2: Exceptions

In special circumstances, the Board of Directors can waive or lower the annual membership fee a member on an individual basis. For allied members, the Board can unanimously decide to allow membership fees to be paid in the form of material donations.

ARTICLE IV - BOARD OF DIRECTORS

Section 1: Duties

The affairs of the corporation shall be managed by the Board of Directors. The Board is responsible for overall policy and direction of the corporation and delegates responsibility for day to day operations to the Executive Director and Executive Committee officers.

Section 2: Number and Qualifications

The number of Directors may vary between a minimum of three and a maximum of seven. All Directors must be individuals, as opposed to corporations or some other legal entity.

Section 3: Term and Election

The term of office for the Board of Directors shall be two years. The Board shall be elected electronically by a majority vote of the active professional members. The Executive Director may be reappointed by the Board of Directors without limitation on the number of terms s/he may serve.

Section 4: Removal

Any Director may be removed, with or without cause, at a meeting called for that purpose, by a vote of a majority of the members entitled to vote at an election of Directors.

Section 5: Vacancies

Vacancies on the Board of Directors and newly created board positions shall be filled by a majority vote of the Directors currently serving on the Board of Directors.

Section 6: Quorum and Action

A quorum at a board meeting shall be a majority of the number of Directors prescribed by the Board, or if no number is prescribed, by a majority of all Directors in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of directors present. Where the law requires a majority vote of directors in office to establish committees that exercise Board functions, to amend the Articles of Incorporation, to sell assets not in the regular course of business, to merge, to dissolve or for other matters, such action is taken by that majority as required by law.

Section 7: Regular and Special Meetings

Regular meetings of the Board of Directors shall be held at a time and place to be determined by the Board of Directors. No other notice of the date, time, place or purpose of these meetings is required.

Special meetings of the Board of Directors shall be held at the time and place determined by the Board of Directors. Notice of such meetings, describing the date, time, place and purpose of the meeting, shall be delivered to each Director personally or by telephone, email or by mail not less than two days prior to the special meeting.

Any regular or special meeting of the Board of Directors may be conducted through use of any means of communication by which all Directors participating may simultaneously hear each other during the meeting.

Section 8: No Salary

Directors shall not receive salaries for their Board services but may be reimbursed for expenses related to Board service.

Section 9: Action by Consent

Any action required or permitted by law to be taken at a meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the Directors.

ARTICLE V - COMMITTEES

Section 1: Executive Committee

The Board of Directors may elect an Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority to make on-going decisions between Board meetings and shall have the authority to make financial and budgetary decisions.

Section 2: Finance Committee

The Treasurer is chair of the Finance Committee, which includes three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan and annual budget with staff and other Board members. The Board must approve the budget and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

Section 3: Research Committee

The Research Coordinator is chair of the Research Committee. This committee is responsible for developing and reviewing fiscal procedures for the activities related to this group and presenting the plan and budget with staff and other Board members. The Board must approve the budget and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income. The Research Committee members shall perform or cause to be performed: (a) expanding joint research efforts and protocols (b) clinicians and basic researchers’ participation in multi-centered clinical trials (c) assisting members in the development of cooperative projects (d) reporting quarterly to the Board of Directors of new research developments pertinent to NET disease (e) assuring the latest research developments are included in the annual educational forum.

Section 4: Education Committee

The Education Coordinator is chair of the Education Committee. This committee is responsible for developing and reviewing fiscal procedures for the activities related to this group and presenting the plan and budget with staff and other Board members. The Board must approve the budget and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. Quarterly reports are required to be submitted to the Board showing income, expenditures and pending income. The Education Committee shall perform or cause to be performed: (a) developing an annual educational forum designed for physicians and other health professionals based on the latest research and clinical guidelines for diagnosis, treatment and management of NET diseases; (b) recruiting clinicians and basic researchers to mentor young physicians and investigators in the field of NET diseases; (c) establishing endowment fellowships and scholarships; (d) implementing the proven advancements into postgraduate courses for clinicians working in patient care (e) reporting quarterly to the Board of Directors of any new advancements pertinent to NET disease education.

Section 5: Advisory Board

The Board of Directors and corporate officers shall be professionally advised and supported by the Advisory Board. The Advisory Board shall be elected by the members at the annual General Assembly meeting and will include representatives of similar organizations with interest in the execution of the corporation’s objectives. The number of the Advisory Board members may vary between a minimum of three and a maximum of five representatives. Each Advisory Board member will serve for a period of two years. Members of the Board of Directors cannot serve simultaneously on the Advisory Board. Members of the Advisory Board shall elect a Speaker of the Advisory Board from among the members. Advisory Board members may participate in Board of Director meetings but shall have no voting power.

Section 6: Other Committees

The Board of Directors may establish such other committees as it deems necessary and desirable. Such committees may exercise the authority of the Board of Directors or may be advisory committees. The Board Chair appoints all committee chairs.

Section 7: Composition of Committees Exercising Board Functions

Any committee that exercises any authority of the Board of Directors shall be composed of two or more Directors, elected by the Board of Directors by a majority vote of the directors prescribed by the Board, or if no number is prescribed, of all Directors in office at that time.

Section 8: Quorum and Action

Any quorum at a Committee meeting exercising Board authority shall be a majority of all Committee members in office immediately before the meeting begins. If a quorum is present, action is taken by a majority vote of Directors present.

Section 9: Limitations on the Powers of Committees

No committee may authorize payment of a dividend or any part of the income or profit of the corporation to its directors, or officers; may approve dissolution, merger or the sale, pledge, or transfer of all or substantially all of the corporation’s assets; may elect, appoint, or remove directors or fill vacancies on the Board or on any of its committees; nor may adopt, amend or repeal the Articles, Bylaws or any resolution by the Board of Directors.

ARTICLE VI: OFFICERS

Section 1: Titles and Duties

The Executive Committee of this corporation will be comprised of the following officers: Chair, Chair Emeritus, Vice Chair/ Secretary, Treasurer, Research Coordinator and Education Coordinator. Their duties are as follows:

The Chair shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-Chair / Secretary and Treasurer. The Chair shall be the chief officer of the corporation and shall act as the Chair of the Board. The Chair shall have any other powers and duties as may be prescribed by the Board of Directors.

The Chair Emeritus is a permanent position for the outgoing chair. This appointment is a two year term and will serve in an advisory capacity to the newly appointed chair. This position will be a member of the Board of Directors and Executive Committee.

The Vice-Chair/Secretary shall have overall responsibility for all recordkeeping and will chair committees on special subjects as designated by the Board. The Secretary shall perform or cause to be performed: (a) official recording of the minutes of all proceedings of the Board of Directors and members’ meetings and actions: (b) provision for notice of all meetings of the Board of Directors and members; (c) distributing copies of minutes and the agenda to each of the Board members; (d) authentication and maintenance of the records of the corporation; (e) maintaining current and accurate membership lists; (f) and any other duties as may be prescribed by the Board of Directors.

The Treasurer shall have overall responsibility for all corporate funds. The Treasurer shall perform or cause to be performed: (a) keeping full and accurate accounts of all financial records of the corporation; (b) depositing of all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors (c) disbursement of all funds when proper to do so (d) making financial reports as to the financial condition of the corporation to the Board of Directors; (e) maintaining current and accurate membership lists. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.

The Research Coordinator shall have overall responsibility for promoting and expanding NET disease research and increasing representation of investigators.

The Education Coordinator shall have overall responsibility for all research and educational symposiums, training materials and poster presentations in the field of NET disease.

Section 2: Elections

The Board of Directors shall elect the officers to serve two year terms. An officer may be reelected without limitation on the number of terms the officer may serve.

Section 3: Vacancies

When a vacancy in the corporation exists, the vacancy shall be filled no later than the first regular meeting of the Board of Directors following the vacancy. Nominations shall be sent out to Board members with the regular Board meeting announcement, to be voted upon at the next Board meeting. These vacancies will be filled only to the end of the particular Board member's term.

Section 4: Other Officers

The Board of Directors may elect or appoint other officers, agents and employees as it shall deem necessary and desirable. They shall hold their offices for such terms and have such authority and perform such duties as shall be determined by the Board of Directors

Section 5: Resignation, Termination and Absences

Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he 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.

ARTICLE VII – CORPORATE INDEMNITY

This corporation will indemnify to the fullest extent not prohibited by law, any person who is made or threatened to be made a party to an action, suit or other proceeding, by reason of the fact that the person is or was a director or officer of the corporation or a fiduciary within the meaning of the Employee Retirement Income Security Act (or its corresponding future provisions) with respect to any employee benefit plan of the corporation. No amendment to this Article that limits the corporation’s obligation to indemnify any person shall have any effect on such obligation for any act or omission that occurs prior to the later of the effective date of the amendment or the date notice of the amendment is given to the person. The corporation shall interpret this indemnification provision to extend to all persons covered by its provisions the most liberal possible indemnification –substantively, procedurally and otherwise.

ARTICLE VIII – AMENDMENTS TO BYLAWS

These Bylaws may be amended or repealed, and new Bylaws adopted, by the Board of Directors by a majority vote of Directors present, if a quorum is present. Any amendment to the Bylaws to increase the quorum required for any member action or to add to, change or delete the vote required for any member action must be approved by the members. Proposed amendments must be submitted to the Secretary. Prior to the adoption of the amendment, each Director shall be given at least two days notice of the date, time and place of the meeting at which the proposed amendment is to be considered, and the notice shall state that one of the purposes of the meeting is to consider a proposed amendment to the Bylaws and shall contain a copy of the proposed amendment.

These Bylaws were adopted on: September 28, 2006.