Bylaws of the Headache Cooperative of New England, Inc.
(March, 2016)
Section 1
The name of this corporation shall be “the Headache Cooperative of New England, Incorporated” (also referred to as HCNE). This organization shall be a successor organization to “The Headache Consortium of New England”. HCNE shall function as a non-profit organization dedicated to providing education about headache disorders to healthcare providers in the New England region and to fostering the development of headache medicine within the region. These goals will be accomplished through generation and dissemination of knowledge about headache disorders (including facial, jaw, and neck pains) through meetings, lectures, research, and special projects. The source of income for the organization shall consist of members’ dues, registration fees for meetings, income and royalties from projects, and grants from corporate, philanthropic, and other sponsors.
The objective of HCNE will be to promote the “state of the art” in the diagnosis and treatment of headache in the New England area and elsewhere. This will take place through educational seminars, scientific presentations, meetings and other special projects (including books and other electronic and print publications). The specific objectives of the organization shall be to set up: educational programs for members of health professions, provide educational programs for the lay public, take part in scientific trials and research, serve as an educational resource for headache and face pain information, and provide consultation regarding headache and face pain information to corporate, government, and other organizations. Speakers will be available to industry, members of the health professions, and lay groups on request.
HCNE will not compete or model itself after any other Regional, National, or International organizations. Its mission will be to provide educational opportunities and collegial experiences for clinicians in the New England area.
Section 2—Membership
A. The Board of Directors shall determine and set forth in these bylaws and/or in separate documents the membership admission procedures, qualifications, dues, terms and other conditions and privileges of each class of member. In no instance shall gender, race, color, creed, sexual orientation or national background be a source of discrimination in decisions for membership, appointments, or office in HCNE. Unless otherwise stated in other documents, there shall be the following classes of members:
1. Active Members
Active members shall have a specific interest in headache and have earned an M.D. or D.O. degree (or its equivalent as defined by the American Medical Association) or a degree in Dentistry (DDM or DDS) or a doctorate in Pharmacy (PharmD) or a PhD degree in a health-related fields such as biochemistry, pharmacology, or psychology or a degree as a nurse practitioner or physician assistant. Under special circumstances, the Board of Directors may grant active membership to individuals with other academic credentials, by a majority vote of the Board. If practicing, active members shall possess a current license to practice their profession. Active members are subject to annual reappointment provided they remain in good professional standing and paid their dues in accordance with the rules and regulations of HCNE. If there is a dispute regarding discharge of a member or failure to be reappointed, the Board of Directors will ensure that the member is provided with the minimum due process required by applicable state law. Active members may vote and have the “privilege of the floor” at all member meetings of HCNE at which the matters are presented to the members for a vote and as members of Committees. Active members may hold office and serve on Committees as designated by the President. Dues and other fees of HCNE shall be set forth in the Rules and Regulations. Dues and other fees may be waived due to illness or hardship by a majority vote of the Board.
Active membership is limited to persons whose principal professional practice or residence is in the following membership-eligible areas: Maine, Vermont, New Hampshire, Massachusetts, Rhode Island, Connecticut, and the following counties in the state of New York: Westchester, New York, Queens, Kings, Richmond, Bronx, Nassau, Suffolk, Rockland, and Duchess.
Active members must be in good standing with their component profession, have paid their dues to HCNE, and attend at least one HCNE educational meeting every two years.
2. Affiliate Members
Affiliate membership is open to persons who are otherwise qualified to be active members of HCNE but whose principal professional practice or residence is not in the membership-eligible areas listed above. Affiliate members are entitled to all the privileges of active members but are not eligible to vote, will not have the privilege of the floor at annual meetings, and may not hold office in HCNE. Affiliate members may, at the discretion of the President, serve on committees or participate in special projects. Active members who move their principal place of work or residence from the membership-eligible areas should notify the Secretary of the organization. Their membership status will then be changed to Affiliate status.
3. Honorary Members
Honorary membership may be granted to persons who have made outstanding contributions to the headache field even though they may not be directly involved in the active practice of treating headache and facial pain. Honorary members are not required to pay dues or attend meetings. Honorary members may not vote in HCNE elections, have the privilege of the floor at meetings, or serve on the Board of Directors.
B. Membership Process and Record
A member will be accepted for membership upon completion of an application for membership that is judged to be satisfactory by the Board. That application will contain a statement acknowledging the member’s acceptance of HCNE’s objectives and by payment of the annual dues.
HCNE shall keep a membership record containing the names, addresses, other pertinent demographics, and the current status of each member. The HCNE Secretary shall keep and update this list.
C. Forfeiture or Changing Category of Membership
Forfeiture of membership shall occur for non-payment of dues, or when a member has demonstrated unethical or illegal conduct that violates the guidelines and standards for professional practice established by appropriate state and national professional organizations, or by a change in eligibility for membership. Membership termination may also occur should an individual engage in behavior that is counter to the objectives, goals, or philosophy of HCNE.
Other than for non-payment of dues, forfeiture of membership shall be determined by a majority vote of the Board of Directors. Termination of membership will occur following a 30-day written notice to the member as to the reasons for forfeiture. During this 30-day period, the individual shall have the right to respond to any of the charges or allegations. Termination of membership of any member shall be recorded together with the date at which the membership ceased.
All membership files shall be available for inspection by any member of HCNE or as required by law. The Secretary will annually update the membership record.
D. Size of the Organization
No limit has been established for membership, and none will be established unless the Board of Directors determines that such a need exists.
E. Non-liability of members
No member of HCNE shall be personally liable for debts, liabilities, or obligations of HCNE.
Section 3—Officers and Board of Directors
The Executive Committee of HCNE shall be the President, Past President Advisors, Vice President, Secretary, Treasurer, Corporate Liaison, and current Program Directors of HCNE events. These individuals sit on the Board of Directors. There are also At-Large positions on the Board depending on the current size of the Board. The Board of Directors of HCNE shall always consist of a minimum of seven members. Only active members shall be eligible to hold office or serve on the Board.
The Founding President of HCNE will be a lifetime ex officio member of the Board of Directors. He shall have all the privileges of active membership regardless of place of principal professional practice or residence.
The officers and Board members shall be elected every two years. Election of officers will occur at the annual meeting by a majority vote of the members with respect to a slate put forth by the Nominating Committee and Board of Directors. The Nominating Committee will be made up of the current President and the Past President Advisors. The committee will present their recommendations for nominations to the Board for approval.
A. Election of officers (At-Large Positions)
1. The Nominating Committee shall solicit nominations for the At-Large positions from the HCNE voting members. Each voting member may nominate no more than one person for each open Board position. No person may nominate himself or herself, but any HCNE voting member may indicate to the Nominating Committee his or her willingness to serve in a particular position if nominated.
2. Upon reviewing the nominations it has received and adding any other nominations of its own, the Nominating Committee will discuss and submit a slate of nominees to the Board of Directors for the open At-Large positions on the Board. The Nominating Committee shall also forward to the Board a list of all other nominees the Nominating Committee received.
3. The Board of Directors shall review the nominees proposed by the Nominating Committee and shall, by majority vote of a quorum, select a slate using some or all of the Nominating Committee’s proposed slate, and if desired, adding one or more of the other nominees who were not selected by the Nominating Committee. HCNE voting members may not nominate any additional candidates from the floor of any meeting, nor may HCNE voting members submit additional write-in candidates by any means.
4. If there is only one nominee for each at-large position, the voting members shall vote (or abstain from voting) for each such nominee, and a nominee shall be approved if he/she receives the affirmative vote of a majority of a quorum of voting members present. If a single nominee for an at-large position is not approved by a majority vote of the voting members present, the Board of Directors may fill that position by majority vote of the Board or the Board may allow the current at-large director to remain in that position for another term.
5. Directors elected to the Board of Directors shall serve for a term of two years or until their respective successors are elected.
B. Election of Officers (Executive Committee Positions)
1. The Nominating Committee shall solicit nominations from the membership for each member of the Executive Committee. These nominees must come from the current Executive Committee or from the current At-Large positions. Each voting member may nominate no more than one person for each open officer position. No person may nominate himself or herself, but any member may indicate to the Nominating Committee his or her willingness to serve in a particular position if nominated.
To assure stability of the organization, only current members of the Board may be put forth by the Nominating Committee for positions on the Executive Committee. In an unusual circumstance, the President may replace a member on the Executive Committee if, for some reason, that person cannot or will not perform their assigned duties for HCNE.
2. Upon reviewing the nominations it has received and adding any other nominations of its own, the Nominating Committee will, by majority vote of a quorum, select one person for each officer position and submit that slate of nominees to the Board of Directors. The Nominating Committee shall also forward to the Board a list of all other officer nominees the Nominating Committee received.
3. The Board of Directors shall review the nominees proposed by the Nominating Committee and shall, by majority vote of a quorum, select a slate consisting of one nominee for each officer position, using some or all of the Nominating Committee’s proposed slate, and if desired, adding one or more of the other officer nominees who were not selected by the Nominating Committee. HCNE voting members may not nominate any additional candidates from the floor of any meeting nor may HCNE voting members submit additional write-in candidates by any means.
4. In the notice to HCNE voting members of the meeting at which officers are elected, the Board shall include its final slate of candidates for ratification by the voting members. If a nominee for an officer position is not approved by a majority vote of the HCNE voting members present in person or by proxy, the Board of Directors may fill that position by majority vote of the Board or the Board may allow the current officer to remain in that position for another term.
C. Meetings of the Board of Directors
The Board of Directors shall meet a minimum of twice a year but may meet as often as necessary with the appropriate notice being given by the Secretary. A quorum shall consist of five members. Board of Director meetings, when necessary, can be held through telephone conferences or electronically. The Board of Directors shall make their own rules for the conduct of their business. No member of the Board of Director shall be personally liable for the debts, liabilities, or obligations of HCNE.
Section 4—Annual Meeting
The annual meeting shall be held for the election of officers, transaction of business, and the presentation of lectures and papers on related professional subjects. The date, time, and place of the annual meeting shall be determined by the Board of Directors and published on the HCNE website.
1. Admission to meetings
Admission to meetings shall be by a registration fee determined by the Board of Directors.
2. Notice of meetings
Notice of meetings shall be made to each active member in writing or electronically within 30 days of the meeting.
3. Education Credit
A record will be kept of all members present at the meetings and, when indicated, appropriate educational credits will be given by the appropriate organization. The Secretary will keep a list of such individuals.
Section 5—Officers
1. President
The President shall preside at all HCNE meetings and shall appoint all committees not otherwise provided for herein. The President shall have general supervision of the work of all Committees and be a member of the Board of Directors.
2. Vice President
The Vice President shall assist the President in all matters and will also serve as Parliamentarian. The Vice President shall assume the duties of the President whenever the President is unavailable.
3. Past President Advisor(s)
The Past President Advisor(s) shall assist the President in all matters as the President may direct. As noted above, they serve as part of the Nominating Committee and are members of the Board.
4. Secretary
The Secretary shall keep a record of all HCNE’s meetings. He/she shall see that all members are appropriately notified of upcoming meetings via electronic notifications and posts on the website. He/she shall maintain copies of all forms and records used by HCNE. The Secretary shall keep a list of all members as well as a current copy of the Constitution and Bylaws.
5. Treasurer
The Treasurer shall be responsible for maintaining records of all dues and incoming monies paid to HCNE. The Treasurer shall pay all of HCNE’s bills and maintain records of all monies paid. The Treasurer shall be responsible for procuring an audit of the financial affairs of HCNE every five years or as determined by the Board of Directors. He/she shall be responsible for retaining an accountant to file the appropriate tax documents.
6. Corporate Liaison(s)
The Corporate Liaison(s) shall interface with outside organizations in an effort to secure funding for HCNE events and solicit/market educational and research initiatives. The number of individuals performing these functions will be determined by the workload. There will be close communication between the Corporate Liaison(s) and the Board of Directors regarding all funding and budgets for HCNE events.
7. Program Directors
The Program Directors are responsible for development, content, and speaker selections for all HCNE events. Currently, there are two programs (Boston, MA and Stowe, VT) and two Program Directors. They work closely with the Educational Director and the Board of Directors putting together these events. They provide the necessary educational goals and other materials for CME compliance, review presentations to make sure they are CME compliant, and work with presenters to get these materials in a timely manner.
The term of office for each elected official shall be two years. All elections will take place at the annual meeting unless decided otherwise by the Board of Directors. If an officer is unable to complete his/her term of duty, the President will immediately appoint a replacement from among the eligible active members Should an immediate, specific need arise with respect to duties for HCNE, the President may appoint a an additional Board member from among the eligible active members. In either case, such individuals shall serve until the next election.
Section 6—Annual Dues
Annual dues shall be established by the Board of Directors. Annual dues shall be paid before the annual meeting. A notice from the Secretary shall be sent to the membership. It will be the duty of the Treasurer to supply a list of current members to the Secretary 30 days before the dues notice is to be sent. Annual dues will not be assessed to members of the Board of Directors.
Section 7—Order of Business of Meetings
1. Board of Directors meeting
The order of business at the Board of Directors meeting shall be established by the President.
2. General Business meeting
The order of business for the general business meeting for the membership at the annual meeting shall be:
A. Call to order by the President
B. Approval of the last meeting’s minutes by the majority vote
C. Report of the Treasurer with approval by majority vote
D. Report of the Nominating Committee
E. Bylaw changes
F. Election of officers
G. Installation of officers
H. New business
I. Adjournment
3. Suspension of bylaws.
The bylaws may be suspended by unanimous vote of the Board of Directors.
4. Procedure at all meetings
Robert’s rules of order (current edition) shall govern annual and interim meetings.
Section 8—Amendment of Bylaws
1. The Bylaws shall become effective immediately on their adoption. Amendment shall become effective immediately on their adoption unless otherwise specified in the amendment.
2. Bylaws may be amended at any annual meeting by a vote of two thirds of the Board members.
Section 9—Limitations and Restrictions
No member, director, officer, employee, or any person connected with HCNE or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operation of HCNE. This should not be construed as to prevent payment to any such person of reasonable compensation for services rendered to or for HCNE and affecting any of its purposes as shall be fixed by resolutions of the Board of Directors. No such person or persons shall be entitled to share in the distribution of and shall not receive any of the assets on dissolution of HCNE whether voluntary or involuntary. The assets of HCNE after all debts have been satisfied and then remaining in the hands of the Board of Directors shall be distributed as follows:
If HCNE remains a tax-exempt status, these monies shall be given to a tax-exempt organization dedicated to the dissemination of knowledge on headache and face pain. If agreement on such an organization cannot be reached within 30 days, all monies will be given to the American Headache Society or its successor.
Other limitations and restrictions. Notwithstanding any other provisions in these Bylaws, HCNE shall be subject to the following limitations and restrictions.
A. HCNE shall distribute its income for each taxable year at such time in such manner as not become subject to the undistributed income tax imposed by section 4941 of the Internal Revenue Code of 1954.
B. HCNE shall not retain any excess building holdings as defined by section 4943 of the Internal Revenue Code of 1954.
C. HCNE shall not make investments in any such manner as to subject it to tax under section 4944 of the Internal Revenue Code of 1954.
D. HCNE shall not make any taxable expenditures as defined in section 4945 (d) of the Internal Revenue Code of 1954.