BY-LAWS OF CYSTIC FIBROSIS WORLDWIDE, INC.
Section 1. Classes of Members; Qualifications. The Corporation shall have Voting Members and Associate Members (hereinafter jointly â€śMembersâ€ť). The Corporationâ€™s Voting Members shall be national cystic fibrosis organizations. The Associate Members shall be not-for-profit organizations active in the field of cystic fibrosis, and individuals affected by cystic fibrosis who shall be at least eighteen years of age. Only Voting Members shall have voting rights.
Section 2. Admission of Members. Voting Members and Associate Members may be admitted by approval of a majority of the members of the Board of Directors. No applicant shall be denied membership based upon race, gender, creed, sexual orientation or national origin. In the event that the Board of Directors decides not to admit a prospective Member, it will give written notice to the Voting Members within ten days of such a decision, after which the Voting Members may admit such prospective Member by the approval of a majority of the Voting Members voting at a regular or special meeting of the Voting Members.
Section 3. Membersâ€™ Obligations. The obligations of the Members shall
include the following: (i) to pay membership dues, in accordance with a schedule determined by the Members, except as otherwise provided herein; (ii) to comply with these By-laws and any regulations and resolutions adopted by the Board of Directors, the Members or the officers of the Corporation; not to prejudice the Corporationâ€™s interests; and (iv) to accept and perform any other obligations which may arise from membership in the Corporation.
Section 4. Suspension; Termination of Membership
(a) The Board of Directors may suspend a Member for a period not
exceeding twelve months upon written notice to such Member if the Member has repeatedly failed to perform one or more of such Memberâ€™s membership obligations as set forth in Section 3 above and such Member has continued to fail to perform such obligations after having received notice from the Board of Directors and having been given 30 days to cure such failure. A Member shall not be entitled to exercise such Memberâ€™s membership rights as long as such Member is suspended. If the Board of Directors does not adopt a resolution to expel a suspended Member within the specified time limit, the suspension shall terminate and the Member may continue to exercise such Memberâ€™s membership rights upon the expiration of such time limit.
(b) A Memberâ€™s membership shall terminate upon the occurrence of any of the following events:
(i) if such Member dies, or, if the Member is an organization, if such organization ceases to exist;
(ii) if such Member gives written notice of termination;
(iii) if the Corporation gives written notice of termination to such Member; or
(iv) if such Member is expelled.
(c) A Member may terminate such Memberâ€™s membership by giving written notice to the Secretary of the Corporation. The Secretary shall confirm in writing receipt of such notice within thirty days of receipt thereof. If such notice is received by the Secretary on or before the first day of November of any fiscal year, the termination shall be effective as of January 1 of the next fiscal year of the Corporation. If notice of termination is not received by the Secretary before the first day of November, membership shall continue until the end of the next fiscal year of the Corporation, unless the Board of Directors decides otherwise or unless membership constitutes undue financial hardship for such Member as determined by the Board of Directors at its sole discretion.
(d) The Board of Directors may terminate a Memberâ€™s membership for any of the reasons set forth below by giving written notice to such Member on or before December 1 of any fiscal year. Such termination shall be effective as of January 1 of the next fiscal year. The Corporation may only terminate a Memberâ€™s membership upon one or more of the following grounds: (i) failure by the Member to meet such Memberâ€™s financial obligations to the Corporation after having received written reminders to do so, or (ii) failure by the Member to meet the membership requirements set forth in Section 1 above. The Corporation may terminate the membership of a Member, effective immediately, if the Corporation cannot reasonably be required to allow membership to continue. Notice of termination shall be given in writing, stating the reason(s) for termination.
(e) The Board of Directors may expel a member if such Member acts
contrary to or in breach of these By-laws or the regulations, decisions or resolutions of the Corporation; provided, however, that the Member shall receive ten (10) daysâ€™ advance written notice that the Board of Directors intend to expel the Member and specifying the actions giving rise to the expulsion, and the Member shall not have cured such actions during such ten day period. Notice of expulsion shall be given by the Board of Directors, which shall notify such Member of its decision by registered mail, stating the reason(s) for expulsion. On receipt of such notice, such Member shall have the right to appeal the decision to the Voting Members at the next Annual or Special Meeting of the Members. During the period for such an appeal and pending the appeal, such Member shall be suspended from membership. Upon such an appeal, a decision by the Members to expel a Member shall require at least two-thirds of the votes validly cast at the meeting of Members.
(f) A Member shall remain responsible for the membership dues and any increase thereto for the entire fiscal year in which membership termination occurs, unless the Board of Directors decides otherwise.
Section 5. Annual Meeting. An annual meeting of the Members shall be held within six months of the end of each fiscal year (the â€śAnnual Meetingâ€ť) for the following matters: (i) the minutes of the previous Annual Meeting shall be discussed and confirmed; (ii) the Board of Directors shall present the annual report; (iii) the annual report and accounts shall be discussed and adopted; (iv) the membership dues and contributions shall be determined; (v) the budget shall be approved; (vi) any vacancies on the Board of Directors shall be filled; (vii) the place where the next Annual Meeting shall be held shall be determined; and (viii) such other business as may properly come before the meeting shall be transacted.
Section 6. Special Meetings. In addition to the Annual Meeting, special meetings of the Members may be called by the Board of Directors at any time and shall be called by the Board at the request in writing by Voting Members entitled to not less than 10% of the votes entitled to be cast at such meeting. Such request shall state the purposes(s) of the proposed meeting. Within 14 days of receipt of such a request, the Board shall give notice of the special meeting to the Members.
Section 7. Notice of Meetings.
Written notice of the place, date and time of all meetings of the Members shall be given, not less than 21 nor more than 60 days before the date on which the meeting is to be held, to each Member, except as otherwise provided herein or required by law.
When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty days after the date for which the meeting was originally noticed, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.
Section 8. Attendance; Quorum
All Members, both Voting and Associate Members, shall be admitted to a meeting of the Members. At any meeting of the Members, at least fifty percent (50%) of the Voting Members, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the meeting or a majority of the Voting Members who are present, in person or by proxy, may adjourn the meeting to another place, date, or time.
If a notice of any adjourned special meeting of Members is sent to all Members, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.
Section 9. Organization. The President, or in his or her absence, such person as the Board of Directors may have designated or, in the absence of such a person, such person as may be chosen by a majority of the Voting Members who are present, in person or by proxy, shall call to order any meeting of the Members and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.
Section 10. Conduct of Business. The chairman of any meeting of the Members shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order.
Section 11. Proxies and Voting.
(a) At any meeting of Members, every Voting Member may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. Each Voting Member shall have two (2) votes.
(b) Votes not concerning persons shall be taken orally, votes concerning persons shall be taken by ballot. Motions may be passed by acclamation, provided that this is done on the proposal of the chairman of the meeting.
(c) All resolutions on motions not concerning persons shall be passed by a majority of the votes cast, except where these By-laws provide otherwise. If the votes are equally divided, the motion shall be deemed to have been defeated. In an election of Directors, the candidate who receives a majority of the votes cast shall be declared elected. If no candidate has received such a majority vote, a second vote shall be taken between the two candidates who received the largest number of the votes cast, and the candidate who has received the majority of the votes cast in such second vote shall be declared elected. If the votes are equally divided in the second vote, lots shall be drawn to decide the issue. Except as otherwise provided in the Certificate of Incorporation or by these By-laws, an abstention shall not constitute a vote cast.
(d) The business transacted at a meeting of Members shall be recorded in
minutes kept by the Secretary or by the person designated for that purpose by the President; the minutes shall be confirmed at the first subsequent Annual Meeting.
Section 12. Consent of Members in Lieu of Meeting. Any action required to be taken at any annual or special meeting of Members of the Corporation, or any action which may be taken at any annual or special meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of Members are recorded. Delivery to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each Member who signs the consent.