You can download a PDF copy of our bylaws here.
BYLAWS OF THE NORTH CENTRAL BIOMEDICAL ASSOCIATION (NCBA)
The undersigned incorporator(s) is an (are) individual(s) 18 years of age or older and adopt the following articles of incorporation to form a nonprofit corporation (Chapter 317A).
ARTICLE I — NAME AND PURPOSE
Section 1 - Name: The name of the organization shall be NORTH CENTRAL BIOMEDICAL ASSOCIATION (NCBA). It shall be a nonprofit organization incorporated under the laws of the State of Minnesota
Section 2 - Purpose: NORTH CENTRAL BIOMEDICAL ASSOCIATION (NCBA) is organized exclusively for charitable, scientific and education purposes.
The purpose of this NCBA is:
ARTICLE II — MEMBERSHIP
Section 1 - Eligibility for membership: Application for voting membership shall be open to any individual or organization who is actively involved in medical equipment: repair, development, patient care, teaching, managing, and research and who subscribes to the purpose of the Association, agrees to abide by its Bylaws, and meets such other criteria for membership as may be established by the Board of Directors, shall be eligible for membership. Membership is granted after completion and receipt of a membership application and annual dues.
Section 2 – Categories: The Association shall have five categories of members: regular, student, corporate, institutional, and honorary.
Section 3 - Annual dues:
a. The amount required for annual dues shall be set by membership vote and shall be posted on the organizations website.
b. The membership fee shall be due and payable on Sept 1 of each year. A thirty (30) days grace period will be allowed for payment of the membership fee.
c. Current officers (four positions), Non-Officer Members (up to six), and the Webmaster shall not be required to pay dues.
d. Continued membership is contingent upon being up-to-date on membership dues.
Section 4 - Rights of members: Each member shall be eligible to appoint one vote in association elections.
Section 5- Resignation and termination: Any member may resign by filing a written resignation with the other officers. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated if they have violated the bylaws. This can be completed with a simple majority vote of the officers.
Section 6 - Non-voting membership: The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE III — MEETINGS OF MEMBERS
Section 1 - Regular meetings: Regular meetings of the members shall be held quarterly, at a time and place designated by the board officers; meetings are usually held on a Friday depending on the host site scheduling.
Section 2 - Annual meeting: The annual meeting of the members shall be one of the regular meetings that will take place during the fiscal year. The specific date, time and location of which will be designated by the board officers. At the annual meeting the members shall elect new officers and directors, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Section 3 - Special meetings: Special meetings may be called by the board of directors or a simple majority of the board officers. A petition signed by five percent of voting members may also call a special meeting.
Section 4 - Notice of meetings: Electronic notice of each meeting shall be given to each voting member, by email or posted to the association website, not less than two weeks prior to the meeting.
Section 5 - Quorum: A quorum for the properly announced meeting shall be ten (10%) percent of the voting members present in person. In addition, a minimum of two board officers must also be present. In the absence of a quorum, the meeting may be adjourned from time to time by a majority of the active members present, but no other business may be transacted.
Section 6 - Voting: All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE IV — BOARD OF DIRECTORS
Section 1 - Board role, size, and compensation: The board is responsible for overall policy and direction of the association, and delegate’s responsibility of day-to-day operations to the staff and committees. The board shall have up to 10, but no fewer than 7 members. The board receives no compensation other than reasonable expenses.
Section 2 - Terms: All elected board of directors will serve the following terms:
President One year
Vice-President One year, then succeed to President
Secretary Two years, even election year
Treasury Two years, odd election year
Non-Officer Member Two years -but are eligible for re-election for up to five consecutive terms.
Section 3 - Meetings and notice: The Board of Directors shall meet at least annually, at an agreed upon time and place. An official board meeting requires that each board member have electronic notice at least two weeks in advance.
Section 4 - Board officer elections: Elections for officers require a simple majority of those voting members present. Each voting member has one vote. Officers may be reelected as often as the group desires. Newly elected officers will begin their term in office at the next meeting following the election. The transition to the new officers will occur after the secretary's report, the treasurer's report, and the audit report (if applicable) are completed and approved by the attending membership. Directors will be elected/re-elected by a simple majority of members present at the annual meeting.
Section 5 - Election procedures: Elections will be held at the annual seminar business meeting. Electronic notice shall appear not less than thirty (30) days prior to all elections to each member entitled to vote in such elections. Only voting members in good standing are eligible to be a candidate to hold office.
Section 6 - Quorum: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.
Section 7 - Officers and Duties: There shall be four officers of the board, consisting of a President, VicePresident, Secretary and Treasurer. Their duties are as follows:
The President shall coordinate, convene, and preside over regularly scheduled board and member meetings. They shall uphold and enforce the provision set forth in the Bylaws, and shall see that all orders and resolutions for the members are carried out. They will vote on all motions or amendments when the association is equally divided. Co-chairperson of annual seminar planning committee.
The Vice-President shall perform the duties and has the powers of the President in the President’s absence. They will assume the role of the President position if vacated or if the President is unable to serve. Chairperson of annual seminar planning committee.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained. Responsible for the creation and distribution of the Newsletter.
The Treasurer shall make a report at each meeting. The treasurer maintains the listing of the paid memberships by keeping the database current with paid members. The treasurer is responsible for the receipt, disbursement, deposit, and documentation of all funds under the name of the association. Disbursement checks must be signed by the Treasurer or the President and shall be supported by voucher or receipt. They are responsible for the statement of accounts and shall provide this to the Board at any meeting at their request. The Treasurer shall be responsible to ensure that federal and state nonprofit status documents are kept current and submitted to the governments as required by state and federal law.
Please note: the officers can choose to select an independent auditor to audit & review all financial transactions.
The non-officer director shall advise, assist and coordinate action plans and procedures considered by the board officers.
Section 8 - Vacancies: When a vacancy on the board exists mid-term, the secretary must receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.
Section 9 - Resignation, termination, and absences: Resignation from the board must be in writing and received by the officers. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourths vote of the remaining officer and directors.
Section 10 - Special meetings: Special meetings of the board shall be called upon the request of the President, or one-third of the board. Notices of special meetings shall be sent out by the secretary to each board member at least two weeks in advance.
Section 11 - Dissolution of Group: In the event of group dissolution, funds remaining in the treasury after all obligations have been satisfied will be donated to a local charity selected by the current board.
Section 12- NCBA Webmaster: The association shall maintain a website and Webmaster (administrator). The Webmaster is responsible for managing all administrative duties of the website. The Webmaster is responsible for maintaining accurate and current documents of passwords, user instructions, and web hosting companies and agreements. They will update the NCBA website monthly.
ARTICLE V — COMMITTEES
Section 1 - Committee formation: Ad Hoc committees may be created by the Board as needed to promote the goals and objectives of the organization or to perform specific tasks. The committee will be responsible for reporting to the Board and to select others to join his/her committee as appropriate, and as needed. Committees can be made up of one person.
ARTICLE VI – AMENDMENTS
Section 1 - Amendments: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the Secretary to be sent out with regular membership announcements.
Section 1- Names of group members: The names of group members will not be used by any group member for any solicitation for any purpose. Presentations directed towards solicitation of business will be made solely at the invitation of the board of directors (officers).
ARTICLE VIII- CODE OF ETHICS
All members shall conduct themselves and their activities in a professional manner. Members shall refrain from engaging in any activity which would violate the proprietary rights of their employers. Members shall not engage in sales activity, including direct or indirect solicitation, or conduct any other activity contrary to the purpose of the NCBA. Members shall not distribute any materials or post displays of any kind at NCBA functions or activities without prior approval of the board. Members shall not engage in any form of personnel recruiting at NCBA functions or activities. Members shall not use the NCBA membership list or any part thereof except in the conduct of NCBA business as determined by the board. Members shall restrict the use of NCBA documents and other data to the purpose defined in the bylaws. Members shall keep confidential anything of a sensitive nature mentioned in the NCBA meetings (or written in the meeting notes). The nature of the topics implies that there must be a high level of trust and that private business information will not be misused. Members shall not promote anyone's personal business: however announcements pertaining to members' personal business may be made with special permission.
ARTICLE IX- PROPERTY
All property of the NCBA shall be used to promote the organizations purpose and objectives. All property
shall not be used for the personal benefit of the members or officers. The NCBA may elect to provide
reasonable compensation to non-members for services considered necessary.
Approved: 15 September, 2016