TMS Bylaws

 

The Mast Cell Disease Society, Inc.

formerly known as The Mastocytosis Society, Inc.

Official Bylaws

Last revised and approved by the TMS Board of Directors: March 18, 2020

 

Article I – Name, Incorporation, Officers

 

Section 1. Name: The name of the corporation is The Mast Cell Disease Society, Inc. (referred to hereinafter as the “Society”, and retaining the initials TMS), to be inclusive of all variants, pediatric and adult, of mastocytosis, mast cell activation syndromes, hereditary alpha tryptasemia, and any new mast cell disease yet to be defined.

 

Section 2. Incorporation: The Society is incorporated under the laws of the State of Maryland as a non-stock corporation and is organized for non-profit purposes.

 

Section 3. Principal Office: The principal office of the Society shall be designated by the Board of Directors.

 

Article II – Purpose

 

Section 1. The Purposes of the Society: The purposes for which the Society is formed, as set forth in its Articles of Incorporation, shall be confined to activities which are exclusively charitable, followed by educational, and scientific within the meaning of Section 501(c) 3 of the Internal Revenue Code of 1986, as amended (the “Code”), and include, but are not limited to:

 

  1. To disseminate up to date and accurate information about Mast Cell Diseases to patients, caregivers, families, physicians and other investigators as well as to other interested parties.
  2. To provide means for patients and families to participate in advocacy for their disease, and to become part of the mast cell disease community to facilitate further support and improved care.
  3. To collaborate with physicians and other health care professionals, as well as research investigators on diagnosis, treatment and research into mast cell diseases and into improved access to care.
  4. To foster research initiatives by providing/applying for grant opportunities and collaborating with investigators in the clinical, academic, and the biotechnical/pharmaceutical arenas.
  5. The undertaking of all actions as deemed appropriate by the Board of Directors to carry out the foregoing purposes to the extent permitted under applicable state and federal law.

 

Article III – Membership

 

Section 1. General: Membership in the Society shall be open to individuals interested in the purposes for which the Society has been formed and shall be granted to any such person upon joining. The Mast Cell Disease Society, Inc., welcomes anyone who has an interest in learning about mast cell diseases.

 

Section 2. Individual Members:

 

  1. Any individual whose application for membership has been received shall be an individual member (individually a “member” and collectively, the “members”) and have the benefits and privileges provided in these Bylaws.
  2. Each member shall have one (1) vote on each issue presented for a vote at any meeting of the members of the Society.
  3. Membership in the Society shall automatically renew each year unless terminated by the member, parent or guardian, or in the case of a deceased member, by a family member.
  4. A member may discontinue membership at any time by contacting The Mast Cell Disease Society, Inc. in writing, via email or US mail or through the contact form on the TMS website.

 

Article IV – Membership Meetings

 

Section 1. Regular Meetings: Periodically, a TMS Conference, open to all members, shall be held at a time, place, and date as determined by the Board of Directors for the purpose of upholding the mission of the Society, which includes education, support, advocacy, and research. In addition, the TMS conference may include the TMS annual business meeting for the purpose of transaction of any Society business as determined by the Board of Directors, and which will be open to all members. The Mast Cell Disease Society, Inc. welcomes to any of its open meetings, functions, activities, or support groups anyone who has an interest in learning about mast cell diseases.

 

Section 2. Special Meetings: Special meetings of the members may be called by the Chairman or Vice-Chairman of the Board of the Society, or by the Secretary at the request of a majority of the Board of Directors. The purpose(s) for which the special meeting is called shall be set out in the notice of such special meeting.

 

Section 3. Notice of Meetings: Written notice setting the place, day and time of a TMS Conference or special meeting of the members of the Society shall be emailed to each member, or notice placed on the TMS website not less than thirty (30) before the date of such meeting.

 

Section 4. Quorum: A quorum of the TMS Annual Business Meeting shall consist of the lesser of thirty (30) members or ten percent (10%) of the Membership. Participation may be in person or online.

 

Section 5. Required Number of Votes: A majority of votes cast at a meeting of the members shall be sufficient to approve any action presented at the meeting. A plurality vote shall be sufficient if a majority is not reached and if there are 3 or more voting choices.

 

Section 6. Manner of Vote for Society Business at Annual Business Meeting: Members shall be permitted to vote on any society business, excluding election of directors, which may be presented at the TMS business meeting which is open to all members. Society business may include but is not limited to meeting minutes, new initiatives, and other business matters as deemed necessary by the board.

 

Article V – Board of Directors

 

Section 1. Number, Composition and Term of Office:

 

  1. The Board of Directors shall consist of not less than five (5) or more than twelve (12) directors. The number of directors may be changed, within the minimum and maximum set out above, by a vote of a majority of the entire Board then in office, but no decrease in the number of directors may shorten the term of any incumbent director(s).
  2. A Nominating Committee will be created to assist with filling vacancies on the Board of Directors. The Nominating Committee will be appointed by the Chair and approved by the Board of Directors. Each member may serve a renewable three-year term. The Nominating Committee will consist of two (2) Board members, two (2) non-Board members, and a fifth person who may be either a Board or non-board member as determined by the Chair. The Board of Directors will give the Nominating Committee a list of responsibilities for the vacant board position.
  3. Becoming a Director on the Board: The Board of Directors will replace its Directors as the need arises by following this procedure:

 

  1. When a new position is created or an existing Director decides to vacate his or her position, he or she will notify the Board in writing as soon as possible.
  2. The Board will notify the Nominating Committee of the vacancy.
  3. The Nominating Committee will notify the membership of the vacancy and will invite members who have the qualifications for the position to submit their resumé.
  4. The Nominating Committee will review the applications, interview the candidates, and make its recommendations to the Board of Directors.
  5. The Board may adopt or reject the recommendations after further discussion. A Board vote will select the new Board member to fill the vacant position for a term of one year to three years.
  6. The Board of Directors will notify the membership of the new Director on the Board.

 

  1. Appointment of Interim Directors and New Chair Positions: The Board of Directors by majority vote may appoint an interim member to fill a vacant or newly formed board position. The Nominating Committee will be notified of the vacancy, and of the interim appointment. The Interim Appointee may submit an application and resume to the Nominating Committee for consideration for a permanent Board position along with other candidates who may also apply.

 

Section 2. Qualifications: Each director shall be a member in good standing for a minimum of one year in order to be considered for a Board position. This requirement may be waived by the Board of Directors on a case by case basis by a board vote. Each Director will have the education, work, or life experience which will qualify him/her to fulfill the duties of the position.

 

Section 3. Powers and Duties:

 

  1. The Board of Directors shall have power to: manage and control the affairs and property of the Society, adopt rules and regulations governing the actions of the Board by majority vote, and authority with respect to the distribution or payment of the monies received by the Society.
  2. Articles of Incorporation: The Articles may be amended in any manner at any regular or special meeting of the Board of Directors. Specific written notice of the proposed amendment of the Articles, stating the proposed amendment or a summary of the changes to be effected, shall be given to each director at least 48 hours in advance of such a meeting, delivered personally, by facsimile, or by e-mail. All amendments of the Articles shall require the affirmative vote of the majority of directors then in office.
  3. Bylaws: The Board of Directors may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the proposed changes thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.

 

Section 4. Resignation: Any director may resign by delivering written notice of his or her resignation to each of the other directors in office. If the director resigns and fails to submit a written resignation, the director will be noted as officially resigned in the minutes of the first Board meeting following the director’s resignation.

 

Section 5. Removal from Office: A director may be removed from office by the affirmative vote of the majority of the directors then in office. A director may be removed for any of the following reasons:

 

  1. Missing two consecutive Board of Directors meetings, or non-consecutive Board of Directors meetings during the director’s term, without an excused absence. An excused absence is one due to illness, family or other emergency, or a planned vacation, and the Director must notify the Chair or Vice Chair of the situation.
  2. Violation of these Bylaws or any other law, rule or regulation
  3. Misappropriation or misuse of Society funds
  4. Unprofessional conduct or sexual misconduct
  5. Impairment with drugs or alcohol while performing TMS duties, or while representing TMS in any public forum
  6. Failure to perform duties required by the position in a timely or professional manner
  7. Any other reason deemed necessary by the Board of Directors. If circumstances warrant, a director recently removed by the Board of Directors may be reinstated to the Board on terms the Board deems appropriate. A retiring director shall remain in office until the later of the time set out in the notice of resignation, or the dissolution or adjournment of the meeting at which his or her resignation is affected.
  8. Any director, full or interim, removed from office for any reason deemed necessary by the Board of Directors is prohibited from serving on the TMS Board of Directors in the future.
  9. Directors are asked to sign a non-disparagement agreement on their original volunteer form which continues to be in effect even after leaving their board position.

 

Section 6. Compensation: No director shall receive compensation or salary in any form for his or her services as a director but shall be reimbursed for authorized and documented expenses. Nothing in this paragraph shall prevent a director from receiving remunerations for services performed for the Society in any other capacity.

 

Section 7. Conflict of Interest Policy: The Board of Directors shall adopt a conflict of interest policy addressing possible conflicts between the interests of the Society and the interests of any directors and officers of the Society. The Conflict of Interest Policy adopted by the Board shall be attached to these Bylaws.

 

Article VI – Board of Director Meetings

 

Section 1. Meetings: The Board of Directors shall meet at least once per year. Meetings shall be held at such time and place as may be determined by the directors, provided that notice be given as set out below. Each director present shall be entitled to one (1) vote.

 

Section 2. Alternate Form of Meetings:

 

  1. A director may participate in a meeting of the Board or of a committee by means of a

conference telephone or other similar means, including on-line conferences, such that all persons participating in the meeting can hear or otherwise communicate with each other at the same time. Any director participating in such meeting shall be deemed to be present at the meeting.

  1. All Directors may take any informal action permitted to be taken by the Board of Directors without the necessity of having called a formal meeting of the Board of Directors, provided that the vote in favor of such informal action is by unanimous consent in writing, fax or electronic transmission; provided, that the minutes of the Society shall include a copy of the affirmative vote of each Director affixed immediately below the resolution being adopted in such informal action, and that such minutes shall be made available as required by these Bylaws. Such vote shall have the same force and effect as if taken at a duly called meeting. Such actions should be formalized at regularly scheduled board meetings.

 

Section 3. Notice of Meetings: Notice of all meetings of the Board of Directors may be properly given:

 

  1. Alternatively, an Emergency meeting may be called with less than 48 hours of notice provided that all available directors can be notified, and a quorum is reached.

 

Section 4. Quorum: A quorum shall consist of a majority of directors then in office and entitled to vote.

 

Section 5. Voting: An affirmative vote of a simple majority of those directors entitled to vote and be present at a meeting of the Board shall be sufficient for the passage of any resolution.

 

Article VII – Officers

 

Section 1. Appointment and Qualifications: The Board of Directors shall appoint officers of the Society (each an “Officer” and collectively, the “Officers”) consisting of a Chair (the “Chair”), a Vice Chair (the “Vice Chair”) a Secretary (the “Secretary”), and a Treasurer (“the Treasurer”), together with such other officers, if any, as the Board of Directors may determine. All officers shall be members of the Society. These four officers also make up the Executive Board.

 

Section 2. Term of Office: Each officer shall hold office until such time as such Officer resigns from their position, retires, or is removed by the Board of Directors. All Officers serve at the pleasure of the Board of Directors.  The Board of Directors shall cause the Website to be updated to reflect any change in the Officers within 30 days following such change.

 

Section 3. Powers and Duties of the Chairman of the Board:

 

  1. A. The Chair/President is the chief executive officer of the Society and shall have general charge and control of the Society’s business, affairs, and property, subject to the terms of these Bylaws and to the resolutions adopted by the Board of Directors. For the purpose of compliance with the law of the State of Maryland, the Chair shall be deemed to be the President of the Society.
  2. B. The Chair shall have the power to call meetings, to preside at all meetings of the Board of Directors or the Members, to sign all authorized bonds, contracts, and other obligations in the name of the Society. The chair has the power to issue communications on behalf of the Society, and to be an ex-officio member of each Committee. The Chair may authorize another Director to sign a contract which has been approved by the board.
  3. C. The Chair also has the power to deposit all moneys and other valuable effects of the Society in the name and for the credit of the Society in such banks or deposits as the Board of Directors may designate, in the place of or in addition to the Treasurer.

 

Section 4. Powers and Duties of the Vice Chairman:

 

  1. A. The Vice Chair/Vice President shall have such powers and shall perform such duties as may be assigned by the Board of Directors.
  2. B. The Vice Chair shall act in the role of Chair in the Chair’s absence or disability.
  3. C. The Vice Chair shall have the authority to sign all authorized bonds, contracts, and other obligations in the name of the Society.
  4. D. For the purpose of compliance with the law of the State of Maryland, the Vice-Chair shall be deemed to be the Vice President of the Society.

 

Section 5. Powers and Duties of the Secretary:

 

  1. A. The Secretary shall prepare minutes of all meetings of the members and of the Board of Directors of the Society (other than those meetings of the Board of Directors which give rise to a written electronic record thereof) and shall maintain a book or books containing the minutes or electronic records of all meetings of the members and the Board of Directors of the Society to be presented to the board within seven (7) days of the meeting.
  2. The Secretary shall attend to the giving and service of all notices of the Society, other than those given by the Chair; shall perform all the duties customarily incident to the office of Secretary, subject to the control of the Board of Directors; and shall perform such other duties as shall be assigned to the Secretary from time to time by the Board of Directors.

 

 

 

Section 6. Powers and Duties of the Treasurer:

 

  1. A. The Treasurer shall have custody of all funds and securities of the Society. He or she shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Society and shall deposit all moneys and other valuable effects of the Society in the name and for the credit of the Society in such banks or deposits as the Board of Directors may designate.
  2. B. The Treasurer shall render a statement of accounts at least annually, and at such other times as may be designated by the Board of Directors. The Treasurer shall at all reasonable times exhibit the Society’s books and accounts to any officer or director of the Society and shall perform all duties incidental to the position of Treasurer subject to the control of the Board of Directors and shall, when required, give such security for the faithful performance of duties as Board of Directors may determine.
  3. C. The Treasurer shall prepare the annual budget for approval by majority vote of the Board of Directors in a board meeting of each year.

 

Article VIII – Corporate Staff

 

Section 1. Executive Director: The Board of Directors may hire an Executive Director who shall serve at the will of the Board.

 

Section 2.

 

Section 3. The Executive Director may not be related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity to any member of the Board of Directors.

 

Section 4. The Executive Director may be hired at any meeting of the Board of Directors by a majority vote and shall serve until removed by the Board of Directors upon an affirmative vote of the majority of the Directors present at any meeting. Such removal may be with or without cause.

 

Section 5. Compensation: Nothing herein shall confer any compensation or other rights on any Executive Director, who shall remain an employee terminable at will, as provided in this Section.

 

Article IX – Committees

 

Section 1. Formation and Composition of Committees: The Board of Directors may, by resolution, constitute such committees as it shall deem advisable from time to time. The Board of Directors shall appoint the committee chair, who shall report to the board as determined by the board; all committees must have at least one member who is a director.

 

Section 2. Committee Chair: The Board of Directors shall appoint a chair for each new Committee (each such chair being a “Committee Chair”) or a new Committee Chair following the resignation or removal of a Committee Chair or upon the expiration of the term of a Committee Chair.  Committee Chairs serve at the pleasure of the Committee Chair must be a member. The Board of Directors shall cause the Website to be updated to reflect any change in the Committee Chair or any Committee Member for each Committee within 30 days following such change.

 

Section 3. Changes to Committee Chair: The board may appoint a new committee chair or remove an existing committee chair for any reason deemed necessary by the Board of Directors.

 

Article X – Medical Advisory Board

 

Section 1. Invitation to Medical Advisory Board: The Board of Directors may invite to the TMS Medical Advisory Board (the MAB) persons who are significantly involved in a professional capacity in research or treatment related to mast cell diseases. Such Medical Advisory Board members may be consulted on issues by the Board of Directors and the Research Committee, and may, on request, make recommendations regarding any research grants to be awarded by the Society. Members of the Medical Advisory Board serve at the pleasure of the Board of the Directors for renewable terms of three (3) years each. The Board of Directors shall cause the Website to be updated to reflect any change in the members of the Medical Advisory Board within 30 days following such change.

 

Article XI – Support Groups

 

Section 1. Support Group Organization: The Support Chair will assist members in creating local and regional support groups (each “Support Group” and collectively, the “Support Groups”) to advance the purposes of the Society; provided, however, that any Support Group that will identified as being a support group of the Society or in any way affiliated with the Society (including the use of “The Mast Cell Disease Society, Inc.,” or “TMS” in the name of the Support Group) shall collaborate with the Support Chair on the formation of such Support Group and shall agree to follow the Support Group Guidelines and Rules adopted by the Society. The members of a Support Group need not be members of the Society; however, support group leaders must be TMS members. Any activities conducted by or speakers/presentations planned by a Support Group, other than a meeting of the members of such Support Group, shall be subject to the prior approval of the Support Chair.  Support Groups may establish an online presence for their members using Facebook.  Online support group activity is subject to the Support Group Guidelines and Rules.

 

Section 2. Support Group Leader: Each support group will have a leader or leader(s) (each a “Support Group Leader”) determined in collaboration with the Support Chair; provided, that a Support Group leader must be a member of the Society. A Support Group Leader will regularly inform the Support Chair of all activities and meetings of the Support Group. Upcoming meetings will be posted on the TMS website and online forums.

Section 3. Support Group Income: Any funds collected by a Support Group (including, without limitation, Membership Dues and contributions to the Society) shall be promptly delivered to the Treasurer.

 

Section 4. Support Group Mailing List: The support group mailing list may be used only for meeting announcements and other purposes to advance the goals of TMS.  Support Group members’ private information will be protected at all times.

 

Section 5. Anyone is welcome at any TMS Support group meeting who has an interest in participating for support, education or advocacy or who has an interest in learning more about mast cell diseases. Support group attendees are never restricted to any one geographic area.

 

Article XII – Contracts and Commitments

 

Section 1. Authority: The Board of Directors may grant by special resolution an authorization for board members, other than the Chair, Vice Chair or Treasurer, or for a Committee Chair, to be able to sign a contract for a special event on behalf of TMS, such as a meeting, conference, fundraiser, etc. Unless specifically authorized by resolution of the Board of Directors, no officer, agent, or director of the Board shall have the power or authority to bind the Society by any contract or engagement or pledge its credit or financially obligate it for any purpose in any amount.

 

Section 2. Signatures: All checks or draws drawn on the Society’s accounts shall be signed in accordance with the resolutions of the Board of Directors, or by the Chair or Treasurer in the absence of the resolution specifically setting forth signing authorization.

 

Article XIII – Nondiscrimination policy

 

Section 1. Nondiscrimination Policy: In all of its dealings, the Society shall not discriminate against any person or persons on the basis of age, race, creed, skin color, religion, sexual identity, sexual orientation, gender, education, national origin, political beliefs or disability.

 

Article XIV – Miscellaneous

 

Section 1. Corporate Seal: The seal of the Society shall be circular in form and shall have inscribed thereon the name of the Society, the year of its organization, and the word “Maryland”. Duplicate copies of the seal may be provided for use in the different offices of the Society, but each copy shall be in the custody of the treasurer.

 

Section 2. Transfer of Records: Within thirty (30) days after the resignation, removal, or expiration of the term of office of any Director, Officer, or chair of any committee of the Society, such Director, Officer, or chair shall deliver to the Secretary or other board designee all books, records, and property of the Society, in such person’s possession; provided, however, that the foregoing shall not require such person to deliver to the Society such person’s personal notes related to the Society.

 

Section 3. Business Day: As used herein, the term “Business Day” shall mean any day that is not a Saturday, Sunday, or legal holiday of the United States of America.

 

Section 4. Minutes: Minutes of meetings of the Members, of the Board of Directors (including minutes for informal actions of the Board of Directors taken pursuant to Article VI Section 2.B) or of any Committee of the Society (for which either these Bylaws or the resolution forming such Committee requires the keeping of minutes) shall include: (a) date, time, and place (or method, if such meeting was held via electronic communication) of the meeting; (b) those in attendance (and how, for those not physically present); (c) a copy of each resolution put before the meeting, including any amendments thereto; (d) a brief description of the discussion held regarding each resolution (including how many voted for and against such resolution). The minutes shall further fully and faithfully set forth a detailed description of all other business conducted at such meeting and matters brought before and/or discussed at such meeting. The minutes of any formal Committee meeting shall be delivered to the Secretary within thirty days following such Committee meeting. All such minutes shall be maintained by the Secretary and will be available to members upon request.

 

 

Article XV – The fiscal year

 

Section 1. The fiscal year of the Society shall begin on January 1 and end on December 31.

 

Article XVI – Restrictions

 

Section 1. Activities: The Society shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity that could invalidate its status as a corporation exempt from Federal Income Taxation, as described in section 501(c)3 of the Code, or as a corporation, contributions to which are deductible under section 170(c)2 of the Code, as such sections may be amended from time to time.

 

Section 2. Funds: No part of the net earnings of the Society shall be distributed to the benefit of any Member, or any other private person, except that the Board of Directors shall be authorized and empowered to pay reasonable compensation for services rendered (other than services ancillary to service as a Director, Officer, Committee Chair, or Committee Member), reimburse authorized and documented expenses incurred for the benefit of the Society, and make payments in furtherance of the purposes set forth.

 

Article XVII – Indemnification of Officers & Directors, and others

 

Section 1. Indemnification: The Society shall indemnify its past, present and future directors, officers, committee members, support group leaders, employees, if any, and all volunteers acting on behalf of the Society, and at the specific direction of the Society, to the fullest extent permitted under the laws of the State of Maryland. This indemnification shall be in effect against all liability, cost and expense actually and personally incurred by or imposed upon them in connection with the defense of any action, suit or proceeding, or any other matter having to do with their acts and conduct relative to the affairs of the Society.

 

Section 2. Insurance: The Society may maintain insurance, at its expense, to protect itself and those persons, entitled to indemnification against such liability, cost or expense to the extent permitted by law.

 

Article XVIII – Amendments

 

The Board of Directors by majority vote shall have the power and authority to amend, alter, or repeal these Bylaws or any provisions thereof, and may from time to time make additional Bylaws. These Bylaws were revised by the Board of Directors on March 18, 2020.