By-Laws of the Commonwealth Cancer Association, Inc. (CCA)
A Commonwealth Non-Profit Corporation
The name of this non-profit corporation shall be: The Commonwealth Cancer Association, dba the Commonwealth Cancer Association and the Marianas March Against Cancer, (collectively, CCA).
PURPOSE, POWER, AUTHORITY
The CCA is organized and operated solely for 501(c)(3) charitable purposes as defined under the tax laws of the Commonwealth of the Northern Mariana Islands.
The Mission of the Commonwealth Cancer Association is to advocate for a cancer-free CNMI through public awareness, education on cancer, and hope for survivors and their families.
The goals of the CCA are to raise awareness about cancer risk factors and cancer prevention, to coordinate peer support programs for cancer patients, and to raise funds to support those activities.
The powers of the organization are limited to those necessary for operation of a charitable organization.
The principal office of the corporation shall be located at: Gualo
Rai Plaza, Chalan Pale Arnold, Saipan, Commonwealth of the Northern Mariana Islands (CNMI). Mailing address is P.O Box, 5665, CHRB Saipan, MP 96950
Section 1: Class of Members
The Association shall have one class of membership. A member is one who supports the mission of the CCA, attends meetings, and participates in activities.
Section 2: Voting Rights
Each active member shall be entitled to one vote on each matter submitted in accordance with these by-laws. Voting by proxy is not allowed during the general membership meeting.
Section 3: Transfer of Membership
Membership is non-transferable.
Section 4: Qualification of Membership
A member must be:
- A resident of the CNMI for at least three (3) months;
- Have actively participated in CCA activities; and
- Committed to the missions of the Association.
Section 1: Place of Meetings
All meetings of the members shall be held at the office of the corporation or other location as may be designated for that purpose from time to time by the Board of Directors.
Section 2: Annual Membership Meetings
The annual meeting of the members shall be held, each year, at the time and on the day following:
Time of Meeting: 5:30 p.m.
Date of Meeting: Third Thursday of January
If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the members shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may properly be brought before the meeting.
Section 3: Special Membership Meetings
Special meetings of the members for any purpose or purposes may be called at any time by the President, Vice President, Secretary, Treasurer or by the Board of Directors or by not less than one-third (1/3) of the recorded, established members of the corporation at the last annual meeting.
Section 4: Notice of Meetings
Written notice must be delivered to all members at least three (3) days but not more than 60 days before the meeting is called. The written notice must contain the date, time, and place of the meeting. Alternatively, notice is presumed given by publication in a newspaper of record in the CNMI. In addition, actual notice, by telephone, e-mail, or other means will suffice.
Section 5: Quorum
Fifty-one percent (51%) of the members shall constitute a quorum at any meeting. If a quorum is not present, a majority of those present may adjourn the meeting without further notice.
Section 6: Proxy
Voting by proxy is allowed with voting members of the Board of Directors only. Such proxy shall be a written document provided to the office of the Association prior to any voting takes place.
BOARD OF DIRECTORS
Section 1: Composition, Tenure
The Board of Directors shall consist of seven (7) members who shall be elected at every annual membership meeting by the membership of the corporation.
All Board members shall serve two year terms. However, election of Board members shall be held every alternating year for three members and for four members the following year. This will ensure consistency and continuity of services provided, in that, at least three members are always in office at all times.
Section 2: Meetings of the Board
The Board of Directors shall have monthly meetings on the third (3rd) Tuesday of each month at 3:00 p.m. in the CCA office/conference room, Gualo Rai Plaza, Chalan Pale Arnold (Middle Road) or other designate time and place.
The Board of Directors shall have such other meetings as are called by any three (3) members of the Board, provided, however that notice be given at least ten calendar days in advance to the other members of the Board.
Section 3: Quorum
Four (4) members of the Board of Directors shall constitute a quorum to conduct any business properly before the Board.
Section 4: Board Decisions
The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 5: Vacancies
Any vacancy occurring in the Board of Directors shall be filled by the next runner up from the last election at the Annual Membership Meeting.
Section 6: Compensation
Directors as such shall not receive any stated salaries for their voluntary services, but by resolution of the Board of Directors, a fixed sum and expenses, if any, may be allowed for attendance at any regular or special meeting of the Board of Directors. Nothing herein shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation.
Section 7: Consultants
The Board may appoint consultants with or without compensation as the Board deems helpful in furtherance of the Association’s purpose.
Section 8: Management, General Powers
The Board of Directors shall be vested with the power and responsibility for the management of the corporation.
Section 9: Removal
A Director may be removed for cause only by 2/3 vote of the directors present at any meeting of the Directors, provided that a quorum is present.
Section 10: Conflict of Interest
Any conflict of interest or potential conflict of interest of a Director must be disclosed to the other Directors and recorded in the minutes of the Board meeting. This conflict of interest or potential conflict of interest must be announced to the Board prior to any action taken concerning this matter and the Director with the conflict or potential conflict must refrain from voting on this matter or provide argument for or against the matter under discussion. The Director with the conflict or potential conflict shall not be counted in the quorum for the vote.
Please see Appendix A for the CCA Conflict of Interest Statement for the full CCA Conflict of Interest Policy.
Section 1: Officers
The officers of the corporation shall be a President, Vice-President, Secretary and Treasurer and any such other officers as may be elected by the Board of Directors.
Section 2: Election and Term of Office
The officers of the corporation shall be elected by the Board of Directors and shall serve for one (1) year. Any officers may be removed by the Board when in its judgment the best interest of the corporation would be served thereby.
Section 3: Vacancies
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 4: Powers and Duties
The principal duties of the president shall be to preside at all meetings of the members and the Board of Directors and to have a general supervision of the affairs of the corporation.
- Vice President
The principal duties of the vice president shall be to discharge the duties of the president in the absence or disability, for any cause whatsoever, of the president.
The principal duties of the secretary shall be to countersign all deeds, leases, and conveyances executed by the corporation, affix the seal of the corporation thereto and to do such other papers as shall be required or directed to be sealed, and to keep a record of the proceedings of the board of directors, and to safely and systematically keep all books records, papers, and documents belonging to the corporation, or in any way pertaining to the business thereof, except the books and records incidental to the duties of the treasurer.
The principal duties of the treasurer shall be to keep an account of all monies, credits and property of any kind and every nature of the corporation which shall come in his/her hands, and to keep an accurate account of all monies received and disbursed and of proper vouchers for monies disbursed, and to render such accounts, statements, and inventories of monies received and disbursed and of money and property on hand, and generally of all matters pertaining to his/her office, as shall be required by the board of directors.
The officers shall perform such additional or different duties as shall from time to time be imposed or required by the board of directors, or as may be prescribed from time to time by the bylaws.
Section 1: In General
The Board of Directors may establish committees and appoint chairs as needed.
Section 2: Committees
The following committees shall be established:
1. Early detection
2. Fundraising / Marianas March Against Cancer
3. Publicity / media
The fiscal year shall be the same as the calendar year.
Section 1: Contracts
The Board of Directors may authorize any officers, or agent of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of the corporation and on its behalf.
Section 2: Checks, Drafts, and Orders
All checks, drafts, and orders for payment of money, notes, or other evidences of indebtedness issued in the care of the corporation, shall be signed by at least two CCA Officers. Preferably such instruments shall be signed by the President and countersigned by the Treasurer or in his or her absence, by the Vice-President, but should the President and Vice-President both be unavailable, the other two Officers may sign on behalf of the association, provided they both sign.
Section 3: Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, savings and loans, or other depositories as the Board may select.
Section 4: Gift
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, devise, or grant for any purpose of the corporation.
Section 5: Federal Grants
Any funds which are received from Federal grants shall be controlled in accordance with the procedures established by the grantor agency.
Section 6: Prohibition of Private Inurement
No part of the earnings of the Association shall inure to the benefit of any private person or individual.
RECORDS: ACCOUNTING AND MINUTES
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and Committees.
CCA will raise its own funds, decide how to disburse those funds, and shall maintain a separate accounting and also keep minutes.
AMENDMENT OF BY-LAWS
These By-laws may be altered, amended, or repealed, and new bylaws may be adopted by a majority of the directors present and voting at any regular or special meeting, provided that at least five (5) days written notice is given to each director of the intention to alter, amend, or repeal, or add new bylaws.
The CCA shall not use organizational funds in furtherance of or engage in any political activity for or against any candidate for political office. In addition, none of the Association’s funds may be used for lobbying or in any way attempting to influence legislation. This provision does not prohibit any person from appearing before any legislative body or committee to offer his or her own opinion on the matter. The individual should make it clear that it is his or her opinion and not that of the Association. No funds shall be provided for making this appearance.
Upon dissolution of the non-profit corporation, any assets remaining shall be used in furtherance of an approved 501(c)(3) activity.
Date: August 2008
CCA Conflict of Interest Policy
The purpose of the conflict of interest policy is to protect this tax-exempt organization's (Commonwealth Cancer Association) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. 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.
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Organization has a transaction or arrangement,
b. A compensation arrangement with the Organization or with any entity or individual with which the Organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Organization 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 Article III, Section 2, 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.
1. 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.
2. 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.
3. Procedures for Addressing the Conflict of Interest
a. 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.
b. 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.
c. After exercising due diligence, the governing board or committee shall determine whether the Organization 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.
d. 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 Organization'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.
4. Violations of the Conflicts of Interest Policy
a. 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.
b. 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.
Records of Proceedings
The minutes 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.
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization for services is precluded from voting on matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
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 conflict of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization 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.
To ensure the Organization 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 Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the Organization 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.