Bylaws of International Affiliation of Tongue-tie Professionals
ARTICLE 1 – OFFICES
Section 1. PRINCIPAL OFFICE
The principal office of the corporation is located at PO Box 1094, Glastonbury, CT. 06033 in Hartford County, State of Connecticut, USA.
Section 2. CHANGE OF ADDRESS
The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:
New Address: 2149 N. Fairfield Rd., Ste D____________________
Beavercreek, OH 45431____________________
Dated: _October 18_______, 2017__
New Address: ____________________
Dated: ________, 20__
New Address: ____________________
Dated: ________, 20__
Section 3. OTHER OFFICES
The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
ARTICLE 2 – NONPROFIT PURPOSES
Section 1. IRC SECTION 501(c)(3) PURPOSES
This corporation is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.
Section 2. SPECIFIC OBJECTIVES AND PURPOSES
The specific objectives and purposes of this corporation shall be to provide education, communication, networking, research, advocacy and mutual support among an international multi-disciplinary group of professionals who have come together out of a common interest in effective management of ankyloglossia (tongue-tie and other oral restrictions), any reference to the term ankyloglossia throughout the document is considered to be inclusive of this broader definition.
Our goal is to improve knowledge, education and training in this field in assessment processes, proper treatment and post-surgical therapy and follow up policy statements. IATP members remain dedicated to two main principles: the prevention of later-in-life problems due to untreated ankyloglossia, and the education of all based on both current research and solid clinical evidence.
The IATP is dedicated to: upholding high standards of professional practice; fostering awareness of the treatment of ankyloglossia as important measures for health promotion and disease prevention; heightening recognition of the consequences of not treating ankyloglossia; advising relevant authorities on issues of concern to health professionals dealing with ankyloglossia; collaborating with other organizations whose aims and objectives, in whole or in part, are similar to those of the IATP.
ARTICLE 3 – DIRECTORS
Section 1. POWERS
The IATP shall be governed by a Board of Directors of the Corporation which shall supervise and control the business, property, and affairs of the organization, except as otherwise expressly provided by law, the Article of Incorporation, or these Bylaws.
Section 2. NUMBER AND QUALIFICATIONS
The members of the initial Board of Directors of the IATP Corporation shall be those nine (9) individuals elected or ratified at the October, 2014 General Membership meeting and shall serve until their successors are elected. Hereafter, the Board of Directors of IATP shall be composed of no less than seven (7) and no more than eleven (11) individuals. Should the number of directors be decreased at any time, no decrease shall have the effect of shortening the term of any incumbent director.
In order to reflect the multidisciplinary backgrounds of the IATP membership, each of the following disciplines should be represented by at least one director on the Board: International Board Certified Lactation Consultant, Dentist, Physician, Bodyworker (chiropractor, physical therapist, occupational therapist, osteopath, Bowen therapist, craniosacral therapist, craniosacral fascial therapist, myofascial release therapist, etc.). In addition, one position will be filled by a bodyworker or therapist (such as speech pathologist or orofacial myofunctional therapist). At least three (3) members must be IBCLCs. A candidate for the Board of Directors is nominated to represent his or her primary profession. At least three (3) directors must reside within the United States at all times for the purposes of satisfying the incorporation requirements. In order to reflect the international membership of IATP, where possible at least five (5) directors shall reside outside of North America.
Only Professional Members in good standing, defined as those persons who are current in their payment of dues, who actively support the IATP mission and vision statements and have been active participants in the organization for at least two (2) years prior to nomination will be eligible to serve on the Board of Directors. (Refer to Membership categories in Article 12). Notwithstanding, during the two-year period following incorporation in the United States, exceptions to the composition of the BOD may be made to ensure the smooth operation of the corporation. The requirement for representation by specific disciplines and geographical distribution of members on the Board of Directors may be flexible.
Section 3. ELECTION AND TERM OF OFFICE
The Board of Directors shall be elected by the general membership by electronic vote. Directors on the Board shall serve for a term of three (3) years and may not serve two consecutive terms, unless the previous term was one year or less. The terms of office will be staggered such that no more than one-half (1/2) of directors rotate off the Board at a time in order to maintain smooth operations.
As determined by the October, 2014 general meeting, those directors who began their terms of office in 2013 shall rotate off in 2016; those elected in 2014 shall serve a 3 year term ending in 2017.
Nominations for Board of Directors will be accepted online from the membership to a nominating committee formed at least sixty (60) days prior to scheduled elections. A committee will be set up prior to members meeting. The advisory board and founders will consist of 5 members, with a minimum of two (2) from founding members with one (1) IBCLC, one (1) bodyworker, one (1) clinician dentist/doctor. The nominating committee will be selected by the Board of Directors.
Section 4. RESIGNATION
Any director may resign at any time by giving written notice to the Chair (Chair) of IATP. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance by the Chair of IATP.
Section 5. REMOVAL
Any director may be removed from such office, with cause, by a two-thirds (2/3) vote at any regular or special meeting of the Board of Directors. Such cause might include unethical behavior, failure to adhere to the regulations of the council, inability to fulfill responsibilities of the office, absence from 30% or more of regular or special Council meetings during one semester (6 months) without a legitimate excuse. Alternately, at the discretion of the Board of Directors, the authority of a director to act as a Director may be suspended at any time with cause by a two-thirds (2/3) vote of the Board of Directors, if in its judgment the best interests of the organization would be served by such suspension. Such action must be followed by resolution within sixty (60) days. The membership will be notified electronically (via e-mail) within ten (10) days of the removal.
Section 6. VACANCIES
Vacancies due to resignation or removal, for the unexpired remainder of the term, shall be filled by a majority vote (more than half) of the remaining members of the Board of Directors. Vacancies may remain so long as a minimum of seven (7) members occupy the Board of Directors.
Section 7. REGULAR MEETINGS
Minimally, quarterly regular meetings of the Board of Directors of IATP shall be held each year at such time, day and place as shall be designated by the Board.
Section 8. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called at the direction of the chair or by a
Majority of the voting directors in office. A notice will designate time, day, and place. The
purpose for the special meeting shall be stated in the notice, which must be sent to all
members 48 hours in advance, and meeting minutes must be sent to all members in a timely
manner. In an emergency, any member of the Board may call a meeting only with immediate notice to all other members. Any action or decision must be agreed upon by a majority of the
Board of Directors or as specified in the bylaws addressing specific circumstances.
Section 9. NOTICE
Notice of the time, day, and place of any meeting of the Board of Directors shall be given at least ten (10) days prior to the meeting.
Section 10. QUORUM
A majority of directors (more than half) currently in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 11. MANNER OF ACTING
Except as otherwise expressly required by law, the Articles of Incorporation of IATP, or these bylaws, the affirmative vote of a majority of the directors (more than half) present at any meeting at which a quorum is present shall be the act of the Board of Directors. Each director shall have one vote. Voting by proxy is not permitted.
Section 12. UNANIMOUS WRITTEN CONSENT IN LIEU OF A MEETING
The Board of Directors may take action without a meeting if written consent to action is signed by two-thirds (2/3) of the directors (via digital means is possible).
Section 13. TELECOMMUNICATIONS MEETING
Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device (including online Skype) which allows all persons participating in the meeting to hear each other. Participation by telephone or similar telecommunications device shall be equivalent to presence in person at the meeting for purpose of determining quorum.
Section 14. PARLIAMENTARY AUTHORITY
The Board of Directors may rely on Robert’s Rules of Order (simplified version) or any other procedural mechanism it deems most efficient, so long as the emphasis on fairness and equality is maintained.
Section 15. CONFLICT OF INTEREST DISCLOSURE
Any individual seeking an elected, appointed, or contracted position with IATP must make prior disclosure of any real, perceived or potential conflict of interest. A conflict of interest arises when one is in a position to influence a decision at the IATP that will result in personal or professional gain for self or a family member. Undisclosed conflict found after assumption of position may result in a request for resignation. Conflicts that arise after the assumption of Office must be revealed to the Board of Directors and may result in a request for resignation.
Section 16. VOTING AND RECUSAL
Any individual holding an elected, appointed or contracted position at IATP having a conflict of interest regarding a matter which comes under discussion shall recuse her/himself from any discussion and voting on the matter in question. Any recusals will be recorded in the minutes of the meeting.
Section 17. REIMBURSEMENT
All directors will serve without compensation but may be reimbursed for expenses authorized by the Board of Directors.
Section 18. CONFIDENTIALITY AGREEMENT
All members of the Board of Directors as well as all individuals involved with IATP having access to personal, financial, confidential or otherwise sensitive information, or communications or intellectual property must sign a confidentiality agreement upon prior to their assumption of their office or position.
ARTICLE 4 – OFFICERS
Section 1. OFFICERS
The officers of IATP shall consist of Chair, Secretary and Treasurer.
Section 2. ELECTION OF OFFICERS
The officers of IATP shall be elected by the Board of Directors at the first meeting after annual elections.
Section 3. TERMS OF OFFICE OF OFFICERS
Officers of the IATP shall hold office for one (1) year or until their respective successors have been duly elected. Officers may serve consecutive terms.
Section 4. RESIGNATION
Any officer may resign their office at any time by giving written notice to the Chair of the IATP. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance by the Chair of the IATP.
Section 5. REMOVAL
Any officer may be removed from such office with cause by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting. Cause is defined as failure to meet the obligations of the office. Alternately, at the discretion of the Board of Directors, the authority of an officer may be suspended at any time with cause by a two-thirds (2/3) vote of the Board of Directors, if in its judgment the best interests of the organization would be served by such a suspension.
Section 6. VACANCIES
Vacancies due to resignation or removal, for the unexpired remainder of the term, shall be filled by a majority vote (more than half) of the members of the Board of Directors.
Section 7. INDEMNIFICATION
Each of the members of the Board of Directors will be indemnified to the fullest extent permitted by the Connecticut Revised Non-Stock Corporation Act, Chapter 602 of the Connecticut General Statutes. Notwithstanding the above, IATP shall provide such indemnification only to the extent and in a manner that shall not jeopardize IATP’s status as an organization described in Section 501(c)(3) of the Code or constitute an “Excess Benefit Transaction” within the meaning of Section 4958 of the Code. The Board may authorize IATP to purchase and maintain insurance on behalf of any person who is or was a Director of IATP, or serving at the request of the Corporation as a director of IATP against any liability asserted against such person and incurred by such person in any such capacity or arising out of his or her status as such, provided such persons agree to treat payments made pursuant to such insurance in such a manner as would make the payment of benefits thereunder not constitute an Excess Benefit Transaction. The costs will be covered by the IATP.
Section 8. OFFICES AND DUTIES
CHAIR. The Chair shall be the principal executive officer and will, in general, supervise and control all business and affairs of the association. The Chair shall, when present, preside at all meetings of the membership and executive committee. In general, the Chair shall perform all duties incident to the office and shall have all such powers as may be reasonably construed as belonging to the chief executive of a non-profit association.
SECRETARY. The Secretary shall record minutes of all meetings, maintain current, accurate records of minutes and other relevant information to the membership. This officer shall issue written or electronic notices of meetings and carry on other duties as delegated. The secretary may delegate any associated duties and responsibilities associated with membership and communications.
TREASURER. The Treasurer shall be responsible for overseeing and reporting of all funds of IATP and shall act as the Board of Directors’ liaison with IATP’s independent accountant. IATP will employ an accountant without ties to IATP membership. The accountant shall promptly make deposits and pay all authorized bills in the name of IATP and its financial institutions; keep an accurate itemized account of all receipts and expenditures; prepare full interim and annual reports in conjunction with the Treasurer at the meetings of IATP financial status; and carry on other duties as delegated.
ARTICLE 5 – COMMITTEES
Section 1. COMMITTEES OF DIRECTORS
The Board of Directors, by resolution adopted by a majority of directors in office, may designate and appoint one or more committees, each consisting of one or more directors. Each committee shall have and exercise the authority of the Board of Directors in governance of the organization. However, no committee shall have the authority to amend or repeal these Bylaws; elect or remove any officer or director; adopt a plan of merger; or authorize the voluntary dissolution of the Corporation.
Section 2. STANDING COMMITTEES
Standing Committees, to the extent established by the Board may include the following: Education Committee:
The primary responsibility of the Education Committee is to ensure accurate, high quality education and learning for all who desire to gain knowledge and skills in the field of ankyloglossia and oral restrictions. To this end, the Education Committee identifies and fills gaps in education through continuing educational activities, such as the development of clinical competencies and production of master classes. It also undertakes other projects related to education and professional development for IBCLCs, doctors, dentists, bodyworkers and other allied health professionals engaged with supporting population of all ages who have oral restrictions such as contribution to website content and the development of literature. The committee also reviews and makes recommendations to educational bodies whose curricula pertain to the field.
The Membership Committee will administer and either approve, or not, any application to the IATP.
The Meeting Committee is responsible for all meetings – Summits, Online Webinars and Membership Meetings. The Meeting Chair will choose their committee members with up to five (5) members who will in turn delegate the necessary roles to active members of IATP. The Meeting Chair will be responsible for the choice of locations and submit options to the Board of Directors. The Meeting Chair will have privileges as granted by the Board of Directors to manage funds and sign contracts in association with these responsibilities.
Public Relations & Outreach Committee:
The committee will be responsible for press/social media releases pertinent to ankyloglossia and the publication of articles to further enhance our standing as a source of reputable information about this subject beyond our membership. It will seek to collaborate and respond appropriately and in a timely manner to any issues of relevance to the IATP in the form of a press statement or social media to address any other public or policy statement by an organization which could conflict with the IATP mission or goals.
To ensure that publications about topics related directly or indirectly to ankyloglossia are sought, reviewed and made available on the website and through other venues to IATP members and non-members alike. To encourage research and assist those who need specialist expertise to help design and facilitate ethics application to the relevant body for their research to be carried out.
The role of the Finance Committee is to provide financial oversight for the IATP ensuring proper financial governance. Tasks include budgeting and financial planning, reporting and oversight of policies that monitor accountability. Responsibilities include both short-term and long-term planning.
A member of the Board of Directors will sit on all of these committees, either as the chair or a member. When these committees are first established, the Board of Directors will appoint the initial Chair. For subsequent iterations, the Chair will be nominated by members of the committee and approved by the Board of Directors. Should there be no nomination or willing party or the nomination not be approved, the Board of Directors shall appoint a Chair. Unless otherwise specified by the Board upon appointment of a committee, each committee will have a minimum of three people, with a full complement in odd numbers and the Chair retaining a vote. The Chair should serve a minimum of two years unless the Board of Directors deems it necessary to remove them from this position by a two-thirds (2/3) majority vote. Active IATP members who volunteer in response to invitations or who are recruited by the Chair may serve as members on any of the committees. If any members are deemed to behave in a manner not keeping with the principles of the IATP or do not act in the best interests of the organisations they can be removed by the Board of Directors. Eligibility for committees is in accordance with membership status.
Section 3. AD HOC COMMITTEES AND TASK FORCES
The Board of Directors may create and appoint members to ad hoc committees (such as the Nominating Committee) and task forces as deemed appropriate. Such committees and task forces shall have the power and duties designated by the Board of Directors and shall give advice and make non-binding recommendations to the Board. Meetings shall be held as necessary to accomplish the purpose of these committees.
ARTICLE 6 – BOARD OF ADVISORS
The Advisory Board is maintained with the support of the Board of Directors and works in partnership with the Board of Directors in communicating on issues of concern to IATP. Members of the Advisory Board are entrusted to recruit innovative educators, researchers, and clinicians whose collective breadth of knowledge serves as a compass guiding the vision of IATP. The Advisory Board is not a governing body of IATP. All members of the Advisory Board retain regular membership voting rights. The Advisory Board shall provide non-binding advice and guidance to the IATP and bears no legal fiduciary responsibilities and receives no remuneration for service.
The initial Advisory Board shall be comprised of active Founders of IATP who will recruit other accomplished experts. Proposed members of the Advisory Board are approved by the Board of Directors by a two-thirds (2/3) vote. The members of the Advisory Board serve as long as they are required as there is no restricted term, provided they adhere to the mission and vision statements. Removal if necessary will be by a two-thirds (2/3) vote by the Board of Directors. The Advisory Board should meet at least once per year.
ARTICLE 7 – EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS
Section 1. FINANCIAL INSTRUMENTS
IATP shall maintain a joint checking account among the three (3) members of the Board of Directors located in the United States who are identified at the bank as being authorized to perform transactions on the account. Signatures shall be required on checks for deposit or payment as required by the bank. Funds should be dispersed only by authorization of the Board of Directors.
Section 2. BONDING
If requested by the Board of Directors, any person entrusted with the handling of funds or valuable property of the IATP shall furnish, at the expense of IATP, a fidelity bond, approved by the Board of Directors.
Section 3. DEPOSITS
All funds not otherwise employed shall be deposited in a timely manner (10 days) in such banks, trust companies, or other depositories.
Section 4. FISCAL YEAR
The fiscal year of the Association shall be from 1 January through 31 December.
Section 5. AUDITS
The financial records of the IATP will be audited by an independent accountant once per year.
Section 6. LANGUAGE
All members agree that the language of business of the IATP shall be English.
ARTICLE 8 – CORPORATE RECORDS, REPORTS, AND SEAL
Section 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office:
a. Minutes of all meetings of directors, committees of the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
b. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
c. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
d. A copy of the corporation’s articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 2. CORPORATE SEAL
The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
Section 3. DIRECTORS’ INSPECTION RIGHTS
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 4. MEMBERS’ INSPECTION RIGHTS
If this corporation has any members, then each and every member shall have the following inspection rights, for a purpose reasonably related to such person’s interest as a member:
a. To inspect and copy the record of all members’ names and voting rights, at reasonable times, upon written demand on the secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
b. To obtain from the secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the secretary of the corporation, a list of the names and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the corporation or after the date specified therein as of which the list is to be compiled.
c. To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.
Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 6. PERIODIC REPORT
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.
ARTICLE 9 – IRC 501(c)(3) TAX EXEMPTION PROVISIONS
Section 1. LIMITATIONS ON ACTIVITIES
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section 501(h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. PROHIBITION AGAINST PRIVATE INUREMENT
No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. DISTRIBUTION OF ASSETS
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. PRIVATE FOUNDATION REQUIREMENTS AND RESTRICTIONS
In any taxable year in which this corporation is a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) of the Internal Revenue Code.
ARTICLE 10 – CONFLICT OF INTEREST AND COMPENSATION APPROVAL POLICIES
Section 1. PURPOSE OF CONFLICT OF INTEREST POLICY
The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(1)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
a. Interested Person. Any director, principal officer, member of a committee with governing board delegated powers, or any other person who is a “disqualified person” as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
b. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which the corporation has a transaction or arrangement;
2. A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement; or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. CONFLICT OF INTEREST AVOIDANCE PROCEDURES
a. Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
b. Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
c. Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
d. Violations of the Conflicts of Interest Policy. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. RECORDS OF BOARD AND BOARD COMMITTEE PROCEEDINGS
The minutes of meetings of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. COMPENSATION APPROVAL POLICIES
A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
a. the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation;
b. all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(f)(1) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
1. is not the person who is the subject of the compensation arrangement, or a family member of such person;
2. is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement;
3. does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement;
4. has no material financial interest affected by the compensation arrangement; and
5. does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.
c. the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
1. compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources;
2. the availability of similar services in the geographic area of this organization;
3. current compensation surveys compiled by independent firms;
4. actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement;
As allowed by IRS Regulation 4958-6, if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
d. the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
1. the terms of the compensation arrangement and the date it was approved;
2. the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member;
3. the comparability data obtained and relied upon and how the data was obtained;
4. if the board or compensation committee determines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination;
5. if the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting;
6. any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arr angement and a taking of the votes to approve the arrangement).
7. The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
Section 6. ANNUAL STATEMENTS
Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. has received a copy of the conflicts of interest and confidentiality policies;
b. has read and understands the policy;
c. has agreed to comply with the policy; and
d. understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. PERIODIC REVIEWS
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Section 8. USE OF OUTSIDE EXPERTS
When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.
ARTICLE 11 – AMENDMENT OF BYLAWS
Section 1. The Bylaws may be amended or new Bylaws adopted upon the affirmative vote of two-thirds (2/3) of ballots received from the voting membership as collected and counted by a designated committee appointed by the Board of Directors. The ballots will be cast electronically. They shall include a summary of the proposed amendments and/or changes. The membership will be notified electronically within thirty (30) days of the voting deadline.
ARTICLE 12 – CONSTRUCTION AND TERMS
If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles of incorporation shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
MEMBERSHIP PROVISIONS OF THE BYLAWS OF
ARTICLE 13 – MEMBERS
Section 1. DETERMINATION AND RIGHTS OF MEMBERS
The corporation shall have only two (2) classes of members as defined below. Founders (as defined at the time of IATP original founding in 2009) will be labeled as such in the member directory. Membership fees are valid from January 1-December 31.
• Qualities of this membership type:
• Work as an expert-level clinician and is proficient in an appropriate clinical or research area in relation to the management of ankyloglossia
• Demonstrate expertise in the field of ankyloglossia as determined by the membership committee
• Demonstrate a specialized research interest or practice in the field of ankyloglossia
• Demonstrate an interest in the field of ankyloglossia
• Pioneer, develop, or advance the field through research, lecturing, writing and other activities
• Demonstrate a commitment to the IATP by active participation in member meetings and serving on committees
• Uphold the vision and mission statements of the IATP
• Dues entitle this member to:
• One vote in IATP Member discussions
• Receive IATP Newsletters
• Access IATP fora
• Chair IATP committees
• Serve on committees
• Attend General Meetings
• Receive discounts on conference registration fees
• Take on the responsibility of supporting IATP’s mission by providing education and by recommending colleagues for Member level status
• Qualities of this membership type:
• Work as an intermediate-level clinician or non-clinician in an appropriate clinical or research area, student in healthcare profession as qualified for associate membership, or volunteer in a support capacity with an interest in the field of ankyloglossia
• Demonstrate an interest in the field of ankyloglossia
• Demonstrate a commitment to the IATP by active participation in member meetings and serving on committees
• Uphold the vision and mission statements of the IATP
• Dues entitle this member to:
• Receive IATP Newsletters
• Access IATP fora
• Serve on committees
• Attend General Meetings
• Receive discounts on conference registration fees
Section 2. QUALIFICATIONS OF MEMBERS
Voting Membership in this organization shall be open to individuals only and not organizations. Eligibility for membership in the IATP will be extended to all those professionals interested and involved in the treatment of ankyloglossia including but not limited to: bodyworkers, dentists, doctors, IBCLCs, midwives and therapists. Membership in IATP is understood to be an active professional affiliation. Members are encouraged to embrace opportunities to fulfill the vision of IATP and to work collaboratively on projects that bring that vision into focus.
Section 3. ADMISSION OF MEMBERS
Membership is granted after completion and receipt of a membership application and annual dues. All memberships shall be granted upon action of the Membership Committee.
Section 4. FEES AND DUES
The annual dues payable to the corporation by members shall be based upon the fee determined by the Board of Directors.
Section 5. NUMBER OF MEMBERS
There is no limit on the number of members the corporation may admit.
Section 6. MEMBERSHIP BOOK
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership and documentation of reasons for action. Such book shall be kept at the corporation’s principal office.
Section 7. NONLIABILITY OF MEMBERS
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
Section 8. NONTRANSFERABILITY OF MEMBERSHIPS
No member may transfer a membership or any right arising therefrom. All rights of membership cease upon the member’s death.
Section 9. TERMINATION OF MEMBERSHIP
Any member may be removed from membership by a two-thirds (2/3) vote of the Board of Directors for cause only as defined below.
The membership of a member shall terminate upon the occurrence of any of the following events:
1. Upon his or her notice of such termination delivered to the president or secretary of the corporation personally, by mail, or email, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
2. If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally, mailed, or emailed to such member by the secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
3. After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the board of directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation. Any person expelled from the corporation shall receive a refund of dues already paid for the current dues period.
All rights of a member in the corporation shall cease on termination of membership as herein provided. Records of termination need to be retained which note only any termination of membership.
ARTICLE 14 – MEETINGS OF MEMBERS
Section 1. PLACE OF MEETINGS
The time, place and date of the meeting of the membership shall be determined by the IATP Board of Directors and the membership shall be notified electronically at least sixty (60) days in advance. This may take place at the IATP conference or may be held electronically. Should the Board of Directors fail to call a meeting after a period of two (2) years the members may request that a meeting be called with a petition of twenty five per cent (25%) of voting members.
Section 2. REGULAR MEETINGS
The candidates receiving the highest number of votes up to the number of directors to be elected shall be elected, in accordance with the quota requirements (Article 3 Section 2). Each voting member shall cast one vote, with voting being by ballot only. The regular meeting of members for the purpose of electing directors shall be deemed a regular meeting.
Other regular meetings of the members shall be held at a time and place designated by resolution of the Board of Directors.
Section 3. NOTICE OF MEETINGS
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally, by mail, or email, by or at the direction of the president, or the secretary, or the persons calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid. Personal notification includes notification by telephone or by facsimile machine, provided however, in the case of facsimile notification, the member to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.
The notice of any meeting of members at which directors are to be elected shall also state the names of all those who are nominees or candidates for election to the board at the time notice is given.
Whenever any notice of a meeting is required to be given to any member of this corporation under provisions of the articles of incorporation, these bylaws, or the law of this state, a waiver of notice in writing signed by the member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
Section 4. QUORUM FOR MEETINGS
A quorum at a members meeting is defined as follows:
• First round of voting: 30% of the voting members whether present in person or by proxy
• Second round of voting: Any percent of voting members whether present in person or by proxy
• In case of a tie vote after second round, decision falls to the Chairperson.
Section 5. MAJORITY ACTION AS MEMBERSHIP ACTION
Every act or decision done or made by a majority of voting members present in person or by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the articles of incorporation, these bylaws, or provisions of law require a greater number.
Section 6. VOTING RIGHTS
Each member is entitled to one vote on each matter submitted to a vote by the members. Voting at duly held meetings shall be by voice vote. Election of Directors, however, shall be by written ballot. Only individual members in good standing and who are current in their payment of dues, and whose membership status as delineated by their membership category afford them such right may vote at annual meetings of the members as well as vote on issues which the Board may present to the members.
Section 7. ACTION BY WRITTEN BALLOT
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to each member entitled to vote on the matter. The ballot shall:
1. set forth the proposed action;
2. provide an opportunity to specify approval or disapproval of each proposal;
3. indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
4. shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.
Ballots shall be mailed, emailed, or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.
• The ballot shall set for the each proposed action and shall provide an opportunity to vote either for or against each proposed action.
• 10% participation is required for any ballot proposal to be valid.
• A majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to the matter on the ballot.
• The solicitation for votes by written ballot shall indicate the number of responses needed to meet quorum requirement, state percentage of approvals necessary to approve each matter, and specify time by which a ballot must be received in order to be counted.
Directors may be elected by written ballot. Such ballots for the election of directors shall list the persons nominated at the time the ballots are mailed, emailed, or delivered.
Section 8. CONDUCT OF MEETINGS
Meetings shall be governed by the chairperson of the board, or, if there is no chairperson, or in his or her absence, vice chair person or, another member of the Board of Directors or, in the absence of all these persons, by a chairperson chosen by a majority of the voting members present at the meeting, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws, or with provisions of law. The secretary of the corporation shall act as secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Section 1. The Bylaws may be amended or new Bylaws adopted upon the affirmative vote of two-thirds (2/3) of ballots received from Founders, Members, and Associate Members as collected and counted by a designated committee appointed by the Board of Directors. The ballots will be cast electronically. They shall include a summary of the proposed amendments and/or changes. The approved membership will be notified electronically within thirty (30) days of the voting deadline.