NAME, REGISTERED AGENT, AND OFFICES
Section 1. Name.
The name of this corporation is the American College of Cardiology Foundation (hereinafter referred to as the "Foundation").
Section 2. Registered Agent and Offices.
The Foundation shall maintain in the District of Columbia a registered agent, and may have offices within or without the District of Columbia as the Board of Trustees may designate or as the business of the Foundation may require from time to time.
PURPOSES AND POWERS
The Foundation is organized as a nonprofit corporation under the District of Columbia Nonprofit Corporation Act, as amended from time to time (the "Act"), that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and for purposes as set forth in the Foundation's Articles of Incorporation. In the event of any inconsistency between these Bylaws, the Foundation's Articles of Incorporation, and the Act, the provisions of the Act shall supersede the provisions of the Articles, and the provisions of the Articles shall supersede the provisions of the Bylaws.
Section 1. Designation of Sole Member.
The sole member of the Foundation shall be the American College of Cardiology, a District of Columbia nonprofit corporation exempt from federal income tax under Section 501(c)(6) of the Code ("Sole Member").
Section 2. Transfer of Membership.
The Sole Member's designation as sole member of the Foundation is not transferable or assignable.
Section 3. Rights and Powers of the Sole Member.
The Sole Member of the Foundation shall have such rights and powers as are vested in it by the Articles of Incorporation, these Bylaws, and the powers designated for "members" under the Act.
Section 4. Reporting to the Sole Member.
The Board of Trustees of the Foundation shall deliver a report periodically detailing recent and anticipated activities of the Foundation to the Sole Member. Such report shall be delivered upon request at the annual meeting of the Sole Member.
Section 5. Annual Meeting.
An annual meeting of the Sole Member shall be held each year at such time and place, inside or outside of the District of Columbia, as designated by the Sole Member. Failure to hold an annual meeting shall not affect the validity of any corporate action.
Section 6. Special Meetings.
Special meetings of the Sole Member may be called by the Board of Trustees, the President, the Secretary or the Sole Member.
Section 7. Notice of Meetings.
Written notice stating the place, day, and hour of annual and special meetings shall be given by the Secretary to the Sole Member no less than ten nor more than fifty days prior to the date of the meeting. Notice shall be given either personally or by mail and shall specify, in the case of a special meeting, the business to be transacted at and the purpose of the special meeting. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail, addressed to the President of the Sole Member at the address appearing in the records of the Foundation, with postage prepaid.
Section 8. Action by the Sole Member.
All acts of the Sole Member shall be in accord with the provisions set forth in the Sole Member's Articles of Incorporation and Bylaws. The quorum and voting requirements for the meeting of the Sole Member shall be governed by the Bylaws of the Sole Member.
Section 9. Action Without Meeting.
Any action required or permitted to be taken by the Sole Member may be taken without a meeting if a unanimous written consent setting forth the action so taken is signed by an authorized officer of the Sole Member and delivered to the Foundation in writing or by electronic mail for inclusion in the minutes or filing with the corporate records.
BOARD OF TRUSTEES
Section 1. General Powers.
All corporate powers, except for those reserved to the Sole Member in the Foundation's Articles of Incorporation or in these Bylaws, shall be exercised by or under the authority of the Board of Trustees, and the activities and affairs of the Foundation shall be managed by or under the direction, and subject to the oversight, of its Board of Trustees. The Board of Trustees shall act as a board of directors as that term is used under the Act. The Board of Trustees shall have fiduciary responsibility and be responsible for the governing policies of the Foundation, and it shall have the power, authority, responsibility, and obligations as set forth under the Act. The Board of Trustees shall have the power to make Bylaws for the governance of the Foundation and to alter, change or amend such Bylaws pursuant to Article X.
Section 2. Composition.
The Board of Trustees of the Foundation shall be the same as the Board of Trustees of the Sole Member.
Section 3. Term.
The term of office of a Foundation Trustee shall be the same as those applicable to Trustees of the Sole Member.
Section 4. Automatic Removal.
Any member of the Board who fails to attend two consecutive regular meetings without valid written excuse shall be automatically dropped from the Board of Trustees.
Section 5. Meetings.
The meeting requirements applicable to the Board of Trustees of the Sole Member, including but not limited to notice, quorum, and actions, shall also apply to the Board of Trustees of the Foundation.
Section 1. Committees Having Board Authority.
The Board of Trustees, by resolution adopted by a majority vote at a meeting at which a quorum is present, may create and discontinue Board committees composed exclusively of current Trustees ("Board Committees") which, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees in the management of the College, except as limited by the Act. The designation of and the delegation of authority to such Board Committees shall not operate to relieve the Board of Trustees, or any individual Trustee, of any responsibility imposed upon them by law. When requested, Board Committee Chairs shall report at meetings of the Board of Trustees. The Executive Committee, when convened, shall be a Board Committee.
Section 2. Standing Committees.
The standing committees of the Foundation ("Standing Committees") shall be the following:
- Audit and Compliance Committee
- Finance Committee
- Governance Committee
- Nominating Committee
Section 3. Special Committees.
The President may recommend to the Board of Trustees the formation of all special committees, work groups, or task forces to address time-specific needs of the Foundation ("Special Committees").
Section 4. Committee Composition.
All committees shall consist of a Chair and two or more members of the Sole Member.
The Nominating Committee shall have the privilege of recommending to the Board of Trustees the appointment and reappointment of committee members, and the filling of vacancies on all committees and task forces as may be necessary to carry on the activities of the Foundation.
Section 5. Committee Term Limits.
The members of all Standing and Special Committees shall hold office until their successors have been appointed. Except where otherwise provided within these Bylaws or individual committee charters, or where a Special Committee is time-limited in its focus, all committee members may serve up to two consecutive three-year terms. After a three-year hiatus from a given committee, members may be reappointed to that committee. Members of ad hoc committees shall hold office until the accomplishment of the purposes for which they were appointed.
Section 6. Committee Reports to the Board of Trustees.
When requested, committee Chairs shall report at meetings of the Board of Trustees.
Section 7. Executive Committee.
The Executive Committee, when convened, shall include the Immediate Past President, President, President-Elect, Treasurer, Secretary, and one at-large Board member who is previously designated by the Nominating Committee and approved by the Board of Trustees. The Executive Committee meets only in an emergency when a vote is required by the Board of Trustees and a quorum of the Board cannot be met. In such instance, a majority of the Executive Committee will carry any action, except where provided otherwise by law or by these Bylaws.
Section 8. Nominating Committee.
The Nominating Committee shall consist of a Chair and six members of the Member. The immediate Past President shall serve as Chair of the Nominating Committee. The Nominating Committee members shall be appointed by the Governance Committee, subject to approval by the Board of Trustees. Each member shall serve a non-renewable three-year term. A minimum of five members must be present to achieve a quorum.
The Nominating Committee shall present to the Board of Trustees for its approval a slate of nominees to serve on committees of the Foundation. Following the approval of the Board of Trustees, these slates shall be circulated to the Sole Member no later than sixty days prior to the annual meeting of the Sole Member.
Section 1. Officers, Generally.
The officers of the Foundation shall consist of a President, an Immediate Past President, a Vice President, a Secretary, and a Treasurer, who shall all serve on the Board of Trustees. The officers of the Foundation shall be the same as the officers of the Sole Member. The Immediate Past President, President, and Vice President shall each serve a one-year term, and the President and Vice President will not be eligible for reappointment. Upon immediate conclusion of his/her term, the Vice President will ascend to the office of President, unless the Vice President's performance is deemed unsatisfactory as determined by the Board of Trustees in its sole discretion. The Vice President shall enter upon his/her duties as President at a date designated by the Board of Trustees. The Vice President shall be a Fellow of the Member and must have served at least one term on the Board of Trustees. Immediate Past Presidents, Presidents, Vice Presidents, and Treasurers of the Foundation may serve their terms in addition to any prior service as a Trustee.
Section 2. President.
The President of the Foundation shall preside at all regular and special meetings of the Board of Trustees and the Executive Committee, when convened. The President shall be the Chair of the Board of Trustees and the Executive Committee, when convened. The President or his/her designee shall be the principal spokesperson for the Foundation. He/she shall be an ex-officio non-voting member of each Committee except the Nominating Committee.
If the President is unable to fulfill the duties of the office (e.g. resigns for any reason, a prolonged illness, temporary absence, etc.), the Vice President shall immediately assume the office of President. If the vacancy is less than eight months from the end of the current term, then the Vice President will serve for the duration of the vacated, unexpired term, as well as for the following year. If the period of the vacancy is (or is expected to be) eight months or longer, the Nominating Committee shall nominate a new Vice President for approval by the Board of Trustees, and the new Vice President will subsequently assume the office of President and serve for one year. Both the President and the Vice President, who assumed the office during the absence, will both be considered to have served a full term as President of the College.
Section 3. Immediate Past President.
The office of Immediate Past President shall be filled automatically by the outgoing President. In the event there is no outgoing President, or the Immediate Past President is unable or unwilling to serve, then the Immediate Past President position shall remain vacant until the President completes his/her current term as President. The Immediate Past President shall serve on the Executive Committee, when convened, and the Board of Trustees for one year, and perform other duties assigned by the President and/or the Board of Trustees.
Section 4. Vice President.
The Vice President shall be assigned duties from time to time by the President and/or the Board of Trustees.
Section 5. Secretary.
The Chair of the Board of Governors of the Sole Member shall serve as Secretary of the Foundation for a non-renewable one-year term. He/she shall also perform such other duties as may be delegated by the Board of Trustees.
Section 6. Treasurer.
The Chair of the Finance Committee shall serve as Treasurer of the Foundation for a non-renewable three-year term. He/She shall also perform such other duties as may be delegated by the Board of Trustees.
Section 7. Chief Executive Officer.
The Board of Trustees shall hire and employ a Chief Executive Officer. Under the direction of the Board of Trustees, the Chief Executive Officer shall supervise the activities and business affairs of the Foundation. In accordance with the policies established by the Board of Trustees, the Chief Executive Officer shall: (1) have responsibility and authority for all operations and staffing associated with Foundation activities within the budget approved by the Board of Trustees; (2) direct the executive offices of the Foundation, including maintaining all records; (3) oversee annual budget preparation and implementation, and the annual audit of the Foundation finances according to fiscal policies established by the Board; (4) perform such other duties as are assigned to him/her by the Board of Trustees; and (5) attend and report to the Board of Trustees at its regular sessions or whenever requested by the Board.
Section 8. Resignation and Removal.
An Officer may resign at any time by delivering notice to the Foundation. A resignation shall be effective when the notice is delivered unless the notice specifies a later effective time and the Board of Trustees accepts the future effective time.
Any Officer may be removed from office with or without a stated cause by the affirmative vote of a majority of the Trustees.
Section 9. Vacancy of Office.
If for any reason the office of any Officer becomes vacant, the Nominating Committee shall nominate an Officer for approval by the Board of Trustees.
The latest edition of Roberts' Rules of Order shall govern parliamentary procedures at meetings of the Board of Trustees, the annual meeting of the Foundation, and meetings of any of the various committees.
Upon termination, dissolution, or winding up of the Foundation in any manner for any reason, voluntary or involuntary, its assets, if any, remaining after the payment or provisions for payment of all liabilities of the Foundation, shall be distributed to, and only to, one or more organizations described under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
LIMITATION OF LIABILITY AND INDEMNIFICATION
Section 1. Limitation of Liability.
The personal liability of the Trustees, Officers, Committee members, employees, and agents of the Foundation is hereby eliminated to the fullest extent permitted by the Act and the Code.
Section 2. Indemnification.
In accordance with and subject to the policies and procedures established by the Board of Trustees, the Foundation shall indemnify and hold harmless its Trustees, Committee members, employees, and agents to the fullest extent permitted by the Act, the Code, and other applicable law from and against any and all liabilities, costs, and expenses (including attorneys' fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any legal action or proceeding to which he or she may be a party by reason of his or her being or having been a Trustee, Officer, Committee member, employee, or agent of the Foundation, or by reason of any action alleged to have been taken or omitted by him or her in such capacity.
The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under these Bylaws, agreement, vote of disinterested Trustees, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. In accordance with and subject to the policies and procedures established by the Board of Trustees, such indemnification shall continue as to a person who has ceased to be a Trustee, Officer, Committee member, employee, or agent of the Foundation, and shall inure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such person.
AMENDMENTS TO BYLAWS
Additions, deletions, and revisions of these Bylaws must be circulated to the Board of Trustees 30 days prior to any action, including approval of such changes. The 30-day notification requirement may be waived by the affirmative vote of at least two-thirds of the Trustees then in office. The Governance Committee will undertake a formal review of the Bylaws every three years.