Mast Cell Hope, Inc.
Name, Seal, Address
- Name - The name of this corporation is Mast Cell Hope, Inc.
- Seal - The seal of the corporation shall be circular in form and shall bear the words “Mast Cell Hope, Inc.”
- Address - the address of this corporation shall be 73 Huckleberry Lane, Southington, CT 06489, or such other address as the Board of Directors may designate.
- Annual meeting - the annual meeting of members of the corporation shall be held in a virtual online forum or at a physical location as determined by the Board of Directors (or by the President in the absence of action by the Board of Directors) during the month of April, and on a yearly basis. The annual meeting may determine, for the purpose of electing Directors and transacting any other business which may legally come before the meeting.
- Special Meetings- Special Meetings of the members of the corporation may be called at any time by the President, and shall be called by the President when petitioned in writing by 9 members or a majority of the Board of Directors.
- Quorum - At any annual meeting of the members of the corporation, three members of the corporation shall constitute a quorum.
- Notice - Not less than fourteen days prior to all annual meetings, the Secretary shall post a notice on the website of the Mast Cell Hope, Inc. and email or postal mail all members. The notice shall set forth the time, date and place of such meeting.
- Membership - any person wishing to become a member of the organization must fill out an application found on the website and pay annual dues. The Board of Directors may change the membership dues by a majority vote. If dues go unpaid for 60 days then the individual shall be taken off the membership role. Membership applications will be reviewed by the Secretary and/or the President. Membership is a privilege and can be denied for any reason. Any member who is denied will receive their initial membership dues returned. Members must act in a professional, respectful manner at all times. If a person is consistently disruptive, demeaning, harassing, or abusive toward any other member of the organization the Board of Directors with a majority vote, may revoke membership and if necessary ban this person from all public meetings, events, and social media accounts of the organization. The member shall be notified via certified mail of the Board of Directors decision.
- General Powers - The business affairs, activities, and property of the corporation shall be managed by a Board of Directors consisting of not fewer than three and not more than seven persons, as may be determined from time to time by members. Directors shall be regular members of the corporation. Directors shall approve all debt incurred by the organization by a majority vote of the Board of Directors. The Board of Directors may and shall exercise all of the powers of the corporation except such as are prohibited by law, by the Certificate of Incorporation, or by these By-laws expressly conferred upon or reserved to the members.
- Election of Directors - The Board of Directors shall be elected at the organizational meeting of the corporation. A director shall serve for the term of three years for which they are elected and until a successor is elected and qualified. The term of a director who ceases to be a Regular Member of the corporation shall immediately terminate.
- Vacancies - In the case of any vacancy in the Board of Directors by death, resignation, disqualification occuring when a Director does not regularly attend Board meetings or is unresponsive to calls and emails by the Board of Directors, removal under Article II section 5 of these By-Laws, or for any other cause, the remaining directors may elect a successor for the balance of the vacant term by affirmative vote of the majority of them.
- Meetings - The Board of Directors shall meet at least quarterly and, in addition, the Board of Directors shall meet upon call by the President or upon written request filed with the Secretary by any two or more directors. The Secretary shall give each director reasonable notice of the time and place for each meeting of the Board of Directors. A quorum shall consist of a majority of the Board of Directors.
- The Board of Directors may vote at meetings and by electronic communication in writing. Each board member may be electronically contacted and have 24 hours to vote. Any vote not cast will be counted as an abstention.
- Election - The officers of the corporation shall be a President, a Vice President, a Secretary, and a Treasurer all of whom shall be regular members of the corporation. A director may hold two officer positions. The President and Vice President shall be members of the Board of Directors and all the officers shall be elected by the Board of Directors. Officers shall be elected by the Board of Directors at a meeting held as soon as convenient after each annual meeting of the corporation. Officers shall serve for a term of two years, which term shall expire at the annual meeting of the members or until their successors have been elected and have qualified.
- Powers and Duties - The various officers shall have such powers and duties as customarily appertain or are incident to their respective offices and, in addition, such powers and duties as the Board of Directors may confer or designate.
- Vacancies - In case of any vacancy among the officers by death, resignation, disqualification, removal under Article II section 5 of these By-Laws, or any other cause, the board of directors may elect a successor to hold office for the balance of the vacant term by affirmative vote of the majority of them. In addition, the Board of Directors may appoint from time to time such Assistant Secretaries and Assistant Treasurers as in its judgement may be necessary, to hold office until the next annual meeting.
Nominations for Directors and Officers
- At least one month before the annual meeting, the Board of Directors shall appoint a nominating committee which shall nominate at least one person for each director to be elected. Additional nominations for directors may be made by petition signed by 12 members entitled to vote.
The fiscal year of the corporation shall end on June 1st in each year.
Prohibition against sharing in corporate earnings. No member, officer, director or any other private individual shall receive at any time any of the earning or pecuniary profit from the operations of the corporation, provided that this shall not prevent the payment to any such person of reasonable compensation for professional services rendered to or for the corporation in carrying out any of its tax-exempt purposes; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the corporation.
Notwithstanding any other provision of the Bylaws, no member, officer, employee, director or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)3 of the Internal Revenue Code and its Regulations, as they now exist or may hereafter be amended, or by an organization contributions to which are deductible under Section 170 (c) 2 of such Code any regulations, as they now exist or as they may hereafter be amended.
The Bylaws may be amended by adoption of a resolution by the affirmative vote of the majority of the Board of Directors.
Date: 5/14/2019 Amended 6/7/2019
Marilyn Huntley, RN
Mast Cell Hope, Inc.