Adopted January 17, 2019
ARTICLE I: NAME
Section 1.The name of the organization shall be the Foundation of the National Lipid Association, Inc. in these bylaws referred to as the “Foundation”.
ARTICLE II: PURPOSE AND OBJECTIVE
Section 1. The purpose and objective of the Foundation shall be to operate exclusively for charitable, scientific and educational purposes solely within the exemption provided for by 26 U.S.C.A., Internal Revenue Code, Section 501(c)(3), and the amendments thereto, namely:
(a) To promote the study of lipidology and to seek to advance the specialty
(b) To conduct cultural and educational activities that will best carry out its purpose.
(c) To serve as a medium of communication between the Foundation and the public.
(d) To elevate the standards of training and education in lipidology.
(e) To provide a means through which the Foundation may cooperate with other professional and civic groups concerned with the lipid health of citizens
(f) To have all of the powers conferred upon corporations organized under the Florida Not for Profit Corporation Act
ARTICLE III: MEETINGS
Section 1.An annual business meeting shall be held at a time and place to be determined by the Foundation’s Board of Directors for the purpose of electing officers, members of the Board, and for the transaction of such other business as may come before the meeting.
Section 2.Special meetings of the board members may be called at any time by the President at such person’s discretion or upon written request made by at least one half (1/2) of the members of the Board upon written request.
Section 3.A Majority (over 50%) of the Board of Directors of the Foundation shall constitute a quorum for the transaction of business at Annual, regular, or special meetings of the Corporation.
Section 4.Notice of the place and time of any meeting shall be sent via mail or email by the Secretary, President, or designated staff to each Board member of the Foundation at the member’s last known address as it appears on the records of the Foundation, not less than thirty (30) days prior to the annual board meeting, or not less than ten (10) days prior to any special meeting of the Foundation.
ARTICLE IV: THE BOARD OF DIRECTORS
Section 1.The affairs of this Foundation shall be managed by a Board of Directors (“Board”), in accordance with these Bylaws.
Section 2.The members of the Board of Directors shall consist of no less than nine (9) and no more than twenty (20) individuals, all of whom must be an individual substantially involved in supporting the mission of the Foundation.
Section 3.In the event of the death, resignation, or termination of a director, the Board shall have the authority to appoint a director to complete the unexpired term of the outgoing director.
Section 4. Board members shall serve terms of two years, to begin and end during the Annual Meetings, and shall be eligible for reelection. At least half the terms of Board members shall expire each year. Board members shall be nominated and elected by the Board of Directors.
ARTICLE V: OFFICERS
Section 1.The officers of the Foundation shall be the President, Immediate Past-President, Vice President, Secretary, and Treasurer.
Section 2.All officers shall be nominated from existing board members and elected by the board present at the Annual Meeting. Nominations for any offices must be received at the Corporation’s office no later than sixty (60) days prior to any such annual meeting.
Section 3.Officers shall serve a term of one year, to begin and end during Annual Meetings, and are eligible for re-election.
Section 4.The Board of Directors shall appoint an Executive Director.
ARTICLE VI: DUTIES OF OFFICERS
Section 1. The President shall:
A. Be Chairman of the Board of Directors.
B. Preside at all regular and special meetings of the Foundation and the Board.
C. Fill all vacancies for Directors and Officers.
D. Act as official liaison to the National Lipid Association
E. Perform all such other duties as may be assigned from time to time by the Board
Section 2.The Vice President shall:
A. Perform the duties of President in the absence of the President.
B. Perform all such other duties as may be assigned from time to time by the Board.
Section 3.The Secretary shall:
A. Be responsible for the keeping of the minutes of the meetings of the members and of the Board; said minutes to be kept in one or more books provided for that purpose.
B. Be responsible for sending all required notices.
C. Be responsible for the custody of all corporate records and the Seal of the Foundation.
D. Conduct the general correspondence of the Foundation, as directed by the President.
Section 4.The Treasurer shall:
A. Be responsible for all funds and securities of the Foundation from any source whatever.
B. Be responsible for the deposit of all such monies in the name of the Foundation in such depositories as shall be selected by the Board.
C. Create and keep all necessary financial records.
D.Submit an Annual Statement to the membership during the Annual Meeting,
a. Be bonded in such sums and with such surety or sureties as the Board shall, from time to time, determine.
Section 5.The Immediate past-President shall:
A. Perform duties as assigned by the President.
ARTICLE VII: CONTRACTS, CHECKS, DEPOSITS, AND GIFTS
Section1.The Board may authorize any person, in addition to the Officers authorized by these Bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 2.All funds of the Foundation shall be deposited to the credit of the Foundation in such banks, trust companies, or other depositories as the Board may select.
ARTICLE VIII: BOOKS AND RECORDS
Section 1.The Foundation shall keep complete and correct books and records of account and shall also keep minutes of the proceedings of meetings of its members and Board, and shall keep at its principal place of business a record of the names and addresses of all members.
ARTICLE IX: FISCAL YEAR
Section 1.The fiscal year of the Foundation shall be the calendar year.
ARTICLE X: SEAL
Section 1.The Seal of the Foundation shall contain the name of the Corporation, as well as its date and State of incorporation.
ARTICLE XI: AMENDMENTS
These Bylaws may be altered, amended or repealed and new bylaws may be adopted by a two-thirds vote of the Board of Directors present at any regular meeting or at any special meeting of the Board of Directors.
ARTICLE XII: DISSOLUTION
Section 1.Upon dissolution of the corporation, all of the assets thereof, after the payment of all debts, shall be distributed to such non-profit organizations as are qualified as tax-exempt pursuant to 501(c )(3) of the Internal Revenue Code, with preference being given to any such organization whose purposes are consistent with those of the Corporation.
ARTICLE XIII: PARLIAMENTARY AUTHORITY
Section 1.Robert’s Rules of Order shall govern the proceedings of all meetings of the Board and of the Foundation in all cases not provided for in these Bylaws.