ARTICLE I. PRINCIPAL OFFICE
The principal office of this corporation shall be located in the county of San Francisco, California, or such other county as the Board of Directors may choose from time to time.
ARTICLE II. PURPOSE
The purpose of the Society shall be to achieve the highest level of care for patient through increased collaboration in scientific research and by educating young professionals and training young investigators. The Society shall provide opportunities to connect leaders in the field and provide a common ground for dialogue and creation of practice and safety standards.
ARTICLE III. MEMBERSHIP
Section 1. Membership in the Society is open to any person with an interest in and vascular and interventional neurology and willing to be engaged in supporting the Society’s mission, vision, and initiatives.
Section 2. The Membership Committee may propose annual dues to the Board of Directors who may set the annual dues according to the needs of the Society.
Section 3. To be considered a Member in Good Standing and retain any membership benefits including voting rights, participation rights in the Society’s activities, and other privileges determined in the best interest of the Society of Vascular and Interventional Neurology requires a member to current in their membership due payment.
Section 4. Diversity, Equity, and Inclusion: The Society of Vascular and Interventional Neurology is committed to its DEI statement. It is the policy of the SVIN to not discriminate on the basis of sex, gender, gender identity, race, ethnicity, religion, age, or ability, and we strive to provide an environment that is equitable and inclusive. It is the expectation that our members support these values.
Section 5. Removal for Cause: Any member of the Society is subject to removal for cause from membership in the Society. Cause shall include evidence of willful falsification of information considered by the Society; evidence of professional misconduct or conduct considered damaging or detrimental to the Society as deemed by the code of conduct; or conviction of a felony as defined by the government of jurisdiction.
A. Written petition for removal of a person from membership for cause shall be filed with the President by a voting member of the Society, hereafter referred to as the petitioner, and endorsed by each of two (2) seconders. The petitioner must document the specific cause or causes for removal and provide good and substantial evidence in support of the allegation.
B. The Board, with the President as Chairperson, shall serve as a Board of Review and cause written notice of the petition and date of the next Executive Session of the Board to be served on the member so charged. The individual charged shall have the opportunity to confront the petitioner and be allowed to present material in his/her defense. The Board, serving as a Review Board, shall review the petition, the member's response, and such other evidence as are pertinent. The Chairperson of the Board shall require a two-thirds (2/3) vote of the entire Board of Review to remove a Society member for cause.
ARTICLE IV. BOARD OF DIRECTORS
Section 1. Powers of the Board of Directors
A. General Powers. This corporation shall have powers to the full extent allowed by law. All powers and activities of this corporation shall be exercised and managed by the Board of Directors and the Executive Office of this corporation directly or, if delegated, under the ultimate direction of the Board.
B. Specific Powers. The Board shall manage all the business affairs of the SVIN. The Board shall have all powers and responsibilities conferred upon the Board, except as those powers or responsibilities may be limited by the Articles of Incorporation or these Bylaws. The Board shall have the final responsibility and authority for all actions and policies that are recommended or adopted by any and all standing and ad hoc committees, sections, representative to professional and governmental organizations, agents, and employees. No action or policy shall be the action and policy of the SVIN until it is adopted, ratified, or approved by the SVIN Board.
i) To select and remove all officers, committee members, agents, and employees of the Society in the absence of action by members of the Society, to prescribe such powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation, or with these By-Laws, to fix their compensation, and to require from them security for faithful service.
ii) To conduct, and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation, or with these By -Laws, as they may deem best.
i) To decide if the Society shall have a corporate seal, to adopt, make, and use a corporate seal, and to alter the form of such seal from time to time.
ii) To govern and rule by guidelines which shall be set forth from time to time by the Board.
iii) To appoint both standing and ad hoc committees to assist the Board in the conduct of the affairs of the Society. Except as may be otherwise provided in these By-Laws, all committees will be appointed by the Board.
iv) To decide all matters and take such actions as are necessary between regular meetings of the members of the Society.
v) To prepare all business for presentation to the Society, to receive the report from the Treasurer, and to authorize an annual budget.
vi) To set dues for the membership.
Section 2. Number and Composition of the Board
A. The Board shall be composed of no more than 13 voting board members including ten (10) elected members at-large and five (5) officers of the Society—the President, the President-Elect, the Past President, the Secretary, and the Treasurer.
B. The Board shall appoint non-voting Board members as it desires. These might include the Editor of S: VIN journal, the Chair of specific committees or special interest groups, or other advisors.
C. All elected members of the Board must be clinicians, academicians, basic, and/or clinical scientists. Members of industry shall not be eligible for Board service.
Section 3. Limitations on Interested Persons: At all times, not more than 49% of the Board of this corporation may be interested persons. An interested person means either:
A. Any person currently being compensated by this corporation for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Board member in his or her capacity as Board member; or
B. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.
Section 4. Election and Term of Office of the Board
i) Except for the initial Board of Directors named by the incorporator, each member of the Board will be elected by voting members. All voting members must be members in good standing of SVIN.
ii) Call for Nominations will go out to SVIN Membership in August of every year.
iii) Elections for open Board seats are held in September of every year and are open to the SVIN membership.
iv) Voting is completed electronically and open for a period of one week. Once voting is closed, the top vote earners (number of Board seats open plus two) go to the Executive Committee for review and the determination of who fills the open Board seats.
B. Term of Office:
i) Board members are eligible to serve for a maximum of three terms, these need not be consecutive, for a total of six (6) years but must submit their nomination for when their term is up every two (2) years. The maximum of three terms as board of director does not exclude the member from election to a board officer position or President-Elect, Secretary, or Treasurer position.
ii) The SVIN Board shall turn over 20% of members over every two years and that up to 20% of the Board shall be stroke neurologists and international members.
iii) Succession will be automatic unless the Board member steps down, or their participation is not adequate. Active participation is defined as attending at least 50% of all Board and committee meetings or other Society events. The SVIN Executive Office will keep record of Board participation to ensure documentation of adequate participation of Board members and nominated candidates.
Section 5. Resignation. Any Board Member may resign upon presenting to the Board his/her resignation in writing or by email.
Section 6. Removal from Office. Any Board Member may be removed from the Board by the affirmative vote of two-thirds (2/3) of the Board at any meeting thereof, upon written notice setting forth the reasons and grounds thereof, at least thirty (30) days prior to the date of such meeting. The individual will be notified via e-mail.
Section 7. Vacancies. All vacancies in Board positions shall be filled in an interim basis by a member in good standing appointed by the President. At the next annual election, the vacancy shall be filled for the remaining tenure of the vacated position by the candidate receiving the highest votes for that position in the election.
Section 8. Meetings of the Board
A. Regular Meetings. The Board of Directors shall meet at the Annual Meeting of SVIN, mid-year, and at other times as shall be determined by the President. Conference calls will have the same procedures and authority as in-person meetings.
B. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the President or, if he/she is absent or unable to act, by the President-Elect and successively in turn by the Secretary-Treasurer or Past-President.
C. Notice of Regular and Special Meetings. Written notice of the time and place of regular or special meetings shall be delivered personally, by mail or other form of written or electronic communication, charges prepaid, addressed to each board member at his/her address as it is shown upon the books of the Society, at least thirty (30) days before the time of the holding of the meeting or at least seven (7) days before any such meeting if given personally or by telephone, including a voice messaging system, or by other electronic transmission such as e-mail, in compliance with Article IX, Section 5 of these Bylaws. Said notice should specify the purpose of the meeting.
D. Written Consents and Waivers of Notice. The transactions of any meeting of the Board of Directors, however called and noticed and wherever held, shall be valid as though taken at a meeting duly held after proper call and notice, if a quorum is present. and if, either before or after the meeting, each of the Board of Directors not present provides a waiver of notice, a consent to holding the meeting, or an approval of the minutes in writing. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any Board members who attends the meeting without protesting the lack of adequate notice before the meeting or at its commencement.
E. Informal Action: Action may be taken by the Board without meeting if written or email consent to the action in question is signed by all of the Board members and filed with the minutes of the proceedings of the Board, whether done before or after the action taken.
Section 9. Quorum. A majority of the total number of directors then in office shall constitute a quorum, provided that in no event shall the required quorum be less than one-half of the authorized number of the Board of Directors.
Section 10. Action Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent to such action in writing. Such written consents shall be filed with the minutes of the proceedings of the Board and shall have the same force and effect as the unanimous vote of such Board members.
Section 11. Telephone and Electronic Meetings. The Board of Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or other electronic transmission in compliance with Article IX, Section 5 of these Bylaws so long as all of the following apply:
A. Each director participating in the meeting can communicate with all of the other Board members concurrently.
B. Each Board member is provided with the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.
ARTICLE V. OFFICERS
Section 1. Officers. The officers of this Society shall be President, President-Elect, Secretary, Treasurer, and Immediate Past-President.
Section 2. Term and Election. Except for President-Elect who shall succeed to President at the end of his two year term and then become the Immediate Past-President, the other officers of this corporation shall be elected bi-annually by the Board of Directors (President-Elect, Secretary, and Treasurer), and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
A. The President will invite all Society members to submit nominations for Officers and Board members. The nominations will be administratively reviewed for eligibility. Candidates must be members in good standing and must be clinicians, academicians, basic, and/or clinical scientists. Members of industry shall not be eligible for Board service.
B. Officers shall not succeed themselves with the exception of the Secretary-Treasurer, who may be elected to a maximum of three (3) successive terms of two (2) years each.
Section 3. Duties of Officers
A. President. The President shall be the chief executive officer of this Society and shall, subject to control of the Board, generally supervise, direct, and control the business and other officers of this Society. The President shall preside at all meetings of the Board as able. He/she (or a board member by his/her appointment or the President-Elect) shall be an ex-officio member of all the standing and ad hoc committees. The President shall have the general powers and duties of management usually vested in the office of President of the Society and shall have such other powers and duties as may be prescribed by the Board or these Bylaws. The SVIN President shall only be permitted to serve one term.
B. President-Elect. The President-Elect shall automatically become the President of SVIN upon expiration of the President’s term; shall, in the absence or disability of the President have and perform the duties and responsibilities of the President; shall in the event of a vacancy in the office of President, however occurring, fill the vacancy in the office of President for the unexpired portion of the President’s term and also serve a full term as President; shall assist the President in the performance of his or her duties whenever requested to do so; and shall have all other duties and responsibilities that the President or the Board may determine.
C. Secretary. The Secretary shall supervise the keeping of a full and complete record of the proceedings of the Board of Directors and its committees.
i) The Secretary shall keep, or cause to be kept, a record of minutes at the principal office of the Society, or such other place as the Board may order, of all meetings of the Board and Executive Sessions, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board meetings, and the proceedings thereof.
ii) The Secretary shall ascertain that records are maintained for Board meetings of SVIN; ensure that copies of the minutes of each meeting are provided to the President and other Officers and Directors as appropriate; maintain current copies of Bylaws for use by the President and Board; perform other duties assigned by President or SVIN Board.
iii) The Secretary shall assume the duties of President if the President and President-Elect are unable to fulfil the duties of President. He/she shall become President if the President if the President-Elect cannot fulfil the duties of President.
D. Treasurer. The Treasurer shall be the chief financial officer of this corporation and shall supervise the charge and custody of all funds of this corporation, the deposit of such funds in the manner prescribed by the Board of Directors, and the keeping and maintaining of adequate and correct accounts of this corporation’s properties and business transactions, shall render reports and accountings as required, and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
i) The Treasurer shall work with the Executive Office to ensure that the SVIN maintains accurate financial records; review SVIN expenditures and financial status on a regular basis to ensure overall financial integrity; submit the financial accounts of the SVIN to an annual independent audit if required; submit annual state and federal tax returns; develop and present financial recommendations to the Officers; and perform other duties assigned by the President.
ii) The Treasurer shall assume the duties of President if the President, President-Elect, and Secretary are unable to fulfil the duties of President. He/she shall become President if the President Secretary cannot fulfill the duties of President.
E. Immediate Past-President. The Immediate Past-President shall serve to ensure continuity of governance during transitions and organizational change, ensure the appropriate succession of Officers and committee rotations and to support the President in his/her role. The Immediate Past-President shall provide historical context for decision-making, strategic planning, and for refining Society objectives.
Section 4. Succession. In case of the temporary or permanent absence of the President, the President-Elect shall assume the duties, prerogatives, and privileges of the President; if both the President and President-Elect are absent, the Secretary, and then the Treasurer, and the Past-President shall carry out the duties of the President. In the continued inability of the President, the President-Elect, the Secretary, the Treasurer, and the Past-President, to fulfill the duties of President, the Board shall elect officers to fill these offices. A vacancy in any office other than President-Elect, occurring for any reason, shall be filled for the unexpired term by a majority vote of the board.
ARTICLE VI. COMMITTEES
Section 1. Standing Committees. Standing Committees of the Society may be created by majority vote of the Board of Directors. These Standing Committees shall provide the ongoing functions vital to the Society on a long-term basis. The scope of responsibility of each Standing Committee shall be established by the President on the advice of the Board and with the majority vote of the Executive Committee.
A. The Vice Chair and Chair of a Standing Committee shall be appointed by the Executive Committee. Chairpersons of all Standing Committees, with the exception of the Annual Meeting Committee, which shall be a one-year term, shall be appointed by the Executive Committee to serve a two (2) year term with no more than three (3) terms, need not be consecutive in each office. Chairpersons are eligible to become Committee Members At Large, after their terms concludes.
B. Committee terms shall be staggered so to allow for continuity as well as incorporation of new committee members. The Executive Committee in consultation with the Executive Committee Liaisons is responsible for making appointments from the current pool of applicants to replace members rotating off standing committees.
Section 2. Ad Hoc Committees or Taskforces of SVIN. Ad Hoc Committees or Taskforces may be appointed as the need arises by the President to carry out a specific task that is not the assigned function of an existing Standing Committee of SVIN.
A. The Ad Hoc Committee’s or Taskforce’s charge and date of expected report should be specified by the President. The Ad Hoc Committee/Taskforce and Members of all Ad Hoc Committees/Taskforces shall be appointed at the discretion of the President.
B. Ad Hoc Committees and/or Taskforces shall submit to the Executive Committee reports as deemed appropriate by the President. The Chair of each Ad Hoc Committee/Taskforce shall be responsible for all reports.
Section 3. Committee Longevity
A. Standing Committees will continue to exist indefinitely at the discretion of the Board. When, in the judgment of the Board, a Standing Committee is no longer necessary, it may discharge the Standing Committee by majority vote of all Board Members.
B. Ad Hoc Committees and/or Taskforces are discharged automatically 1) upon the acceptance of their final report to the Board or 2) upon completion of the current President’s term of office. Ad hoc committees may be discharged at any time by the President.
Section 4. Standing Committees of SVIN. Standing Committees shall include but are not limited to the following Committees: The Executive Committee, Membership Committee, Finance and Grants Committee, Education Committee, Social Media and Digital Strategy Committee, and the Program Committee.
A. The Executive Committee. The Executive Committee will serve at the leisure of the Board. The Chair of the Executive Committee is the President of SVIN, and the committee will consist of the President, the President Elect, the Secretary, the Treasurer, and the Immediate Past President. The committee is tasked with appointing Chairs and Vice-Chairs of Standing Committees and Ad hoc Committees and committee rotations.
B. Membership Committee. The Membership Committee shall review membership applications and present recommendations for membership to the Board of Directors. This committee will be responsible for advancing the Society’s mission to create a wholly diverse, engaged and inclusive international Society.
C. Finance and Grants Committee. The Finance and Grants Committee shall consist of the current Treasurer, the Executive Committee, and the Annual Meeting Committee Chair and Vice Chair. The Treasurer shall serve as Finance and Grants Committee Chair. The Finance Committee shall advise Board of Directors with respect to the annual budget, the handling of reserve funds, investments and depositories, and other financial matters.
D. Education Committee. This Committee’s objective is to increase the presence of the SVIN at appropriate meetings, promoting education, good clinical practices, and research in endovascular and interventional neurology. The Committee is tasked with promoting the dissemination and bridging gaps in knowledge. The Committee will collaborate with different societies, associations, and organizations to expand the interest in cerebrovascular disorders, promoting the multidisciplinary nature of the Society of Vascular and Interventional Neurology.
E. Program Committee. The Program Committee is responsible for planning the annual SVIN meeting by coordinating the scientific program and obtaining speakers for all programs. The Program Chair serves a one (1) year term as Chair and is required to assist with the preceding Annual Meeting as a Vice-Chair. Member appointments are for a one (1) year term. Members having completed the maximum term may be invited back to this committee for additional service when doing so would benefit the work of the committee.
i) Program Chair Nomination. The Program Committee Chair shall be determined by the SVIN Board of Directors through a call for nomination in February of each year through the SVIN Executive Office. All nominations for Program Chair must meet the criteria of being members in good standing.
ii) Voting for the Program Chair. The Program Committee Chair electronic voting will open in April of each year. The voting is open to the Board of Directors. The Board of Directors must be a member in good standing to cast a ballot. Voting will be open for one week. If there is an outlier for the top vote-getter, another vote will not be necessary. In the event of a tie, the Board will discuss the Program Chair position during the May Board call.
F. Social Media and Digital Strategy Committee. The Committee serves the needs of society members by providing oversight of the SVIN website and offering suggestions for improvement of SVIN’s online presence. This Committee works with the Executive Office to create and aid in the dissemination of SVIN’s communication materials, including best practices for social media, website, and e-mail campaigns. The Social Media and Digital Strategy Committee is responsible for expanding SVIN’s visibility and influence among the membership and external audiences and to ensure a continuous presence of SVIN in the community outside of the annual meetings, encouraging interaction among the membership, and enhancing communication between the Board of Directors and membership.
Section 5. Eligibility Requirements for Committee Members. All members of SVIN Committees shall be SVIN members in good standing. Other persons may, with the specific approval of the President, serve as consultants on committees; however, they shall not vote on matters of administration or policy affecting SVIN.
Section 6. Annual and Special Reports of Standing Committees, Special Committees, and Representatives to Organizations
A. Standing Committees, Ad Hoc Committees, Taskforces, and Representative to Organizations listed in Article VII shall submit to the Board an annual report and such special reports, from time to time, as deemed appropriate by the Committee, representatives, or the Board.
B. The chair of each committee and representative to each organization shall be responsible for submitting all reports.
Section 7. Meetings.
A. Standing Committees and Ad Hoc Committees/ Taskforces meetings and actions shall be governed by and held and taken in accordance with the provisions of Article III of these Bylaws concerning meetings and actions of the Board of Directors, with such changes in the content of those Bylaws as are necessary to substitute the Committee and its members for the Board of Directors and its members. Minutes shall be kept of each meeting of any Standing Committee or Ad Hoc Committee or Taskforce and shall be filed with the corporate records.
B. Quorum. A majority of the total number of committee members then in office shall constitute a quorum, provided that in no event shall the required quorum be less than one-half of the authorized number of committee members.
C. The Board of Directors may adopt rules for the governance of any Board or Advisory Committee not inconsistent with the provisions of these Bylaws.
ARTICLE VII. REPRESENTATIVES OF THE SOCIETY
Section 1. Representatives of the Society. The President shall be empowered to appoint and/or nominate representatives of the Society to various organizations and conferences of importance to the Society on an ad hoc basis.
Section 2. Unexpired Terms of Representatives. The President, with the approval of a majority of the Board, shall appoint a member of the Society to complete the unexpired term of office of any elected representative or alternate representative who for any reason is unable to serve.
ARTICLE VIII. DUES
Section 1. Dues. Annual dues shall be determined by the Board. All Members shall pay annual dues as determined by the Board. The Executive Office shall notify members concerning the dues of the Society each year.
ARTICLE IX. INDEMNIFICATION
Section 1. Indemnity. To the fullest extent permitted by applicable law any person who is or was a director, officer, employee, or agent shall be indemnified by SVIN against any and all liability and reasonable expense incurred by reason of the person being or having been a director, officer, employee or agent of SVIN, or by any action taken or not taken in the course and scope of the person’s service as such director, officer, employee or agent of SVIN, in the event that such person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit that such person was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, wherever brought, whether civil, criminal, administrative or investigative, other than ac action by or in the right of the corporation, Such person shall be entitled to reimbursement by the Society of reasonable expense in advance of the final disposition of a proceeding in accordance with, and to the full extent permitted by, any applicable law.
Section 2. Right of Indemnity. The rights of indemnification provided in this section shall not limit, but shall be in addition to, any other right to which such director, officer, employee or agent may otherwise be entitled by contract, law or statute, or otherwise; and in the event of such person’s death, such rights shall extend to such person’s heirs, legal representatives, or successors. The foregoing rights shall be available whether or not the claim asserted against such person is based upon matters which antedate the adoption of this section.
Section 3. Approval of Indemnity. SVIN, its Directors and Officers, shall be fully protected in making any determination under this section, or in making or refusing to make any payment under this section, in reliance upon the advice of counsel.
Section 4. Insurance. SVIN may, to the full extent permitted by applicable law, purchase and maintain insurance on behalf of any person who is or was a Member of the Board, an officer or employee of this corporation or a Member of a Committee of this corporation against any liability asserted against such person in such capacity.
Section 5. If any provision of this section shall for any reason be determined to be invalid, the remaining provisions hereof shall not be affected thereby but shall remain in full force and effect.
ARTICLE X. CERTAIN TRANSACTIONS
Section 1. Loans. Except as permitted by Section 5236 of the California Nonprofit Public Benefit Corporation Law, this corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer; provided, however, that this corporation may advance money to a director or officer of this corporation or any subsidiary for expenses reasonably anticipated to be incurred in performance of the duties of such director or officer so long as such individual would be entitled to be reimbursed for such expenses absent that advance.
Section 2. Self-Dealing Transactions. Except as provided in Section 3 below, the Board of Directors shall not approve, or permit the corporation to engage in, any self-dealing transaction. A self-dealing transaction is a transaction to which this corporation is a party and in which one or more of its directors has a material financial interest, unless the transaction comes within California Corporations Code Section 5233(b).
Section 3. Approval. This corporation may engage in a self-dealing transaction if the transaction is approved by a court or by the Attorney General. This corporation may also engage in a self-dealing transaction if the Board determines, before the transaction, that (a) this corporation is entering into the transaction for its own benefit; (b) the transaction is fair and reasonable to this corporation at the time; and (c) after reasonable investigation, the Board determines that it could not have obtained a more advantageous arrangement with reasonable effort under the circumstances. Such determinations must be made by the Board in good faith, with knowledge of the material facts concerning the transaction and the director’s interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director or directors.
Where it is not reasonably practicable to obtain approval of the Board before entering into a self-dealing transaction, a Board Committee may approve such transaction in a manner consistent with the requirements above; provided that, at its next meeting, the full Board determines in good faith that the Board Committee’s approval of the transaction was consistent with the requirements above and that it was not reasonably practical to obtain advance approval by the full Board, and ratifies the transaction by a majority of the directors then in office without the vote of any interested director.
ARTICLE XI. GRANTS ADMINISTRATION
Section 1. Purpose of Grants. This corporation shall have the power to make grants and contributions and to render other financial assistance for the purposes expressed in this corporation’s Articles of Incorporation.
Section 2. Board of Directors Oversight. The Board of Directors shall exercise itself, or delegate, subject to its supervision, control over grants, contributions, and other financial assistance provided by this corporation. The Board shall approve a process for reviewing and approving or declining all requests for funds made to this corporation, which shall require such requests to specify the use to which the funds will be put and include a mechanism for regular Board review of all grants made. The Board shall similarly approve a process for authorizing payment of duly approved grants to the approved grantee.
Section 3. Refusal; Withdrawal. The Board of Directors, in its absolute discretion, shall have the right to refuse to make any grants or contributions, or to render other financial assistance, for any or all of the purposes for which the funds are requested. In addition, the Board, in its absolute discretion, shall have the right to withdraw its approval of any grant at any time and use the funds for other purposes within the scope of the purposes expressed in this corporation’s Articles of Incorporation, subject to any rights of third parties under any contract relating to such grant.
Section 4. Accounting. The Board of Directors shall determine under what circumstances to require that grantees furnish a periodic accounting to show that the funds granted by this corporation were expended for the purposes that were approved by the Board.
Section 5. Restrictions on Contributions. Unless otherwise determined by resolution of the Board of Directors in particular cases, this corporation shall retain complete control and discretion over the use of all contributions it receives, and all contributions received by this corporation from solicitations for specific grants shall be regarded as for the use of this corporation and not for any particular organization or individual mentioned in the solicitation.
ARTICLE XII. MISCELLANEOUS
Section 1. Fiscal Year. The fiscal year of this corporation shall end each year on December 31.
Section 2. Contracts. All contracts will be signed by the Officers of the Society or the Executive Office. No one else will have authorization, unless so authorized by the Board. No officer or agent shall have any power or authority to bind the Society by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.
Section 3. Checks and Drafts. All checks, drafts, or other orders for payment of money; notes, or other evidence of indebtedness issued in the name of or payable to the Society shall be signed or endorsed by such person or persons in such manner as from time to time shall be determined by resolution of the Board. Each such person or persons must be bonded in an amount determined by the Board.
Section 4. Inspection of By-Laws and Corporate Records. The Society shall keep in its principal office for the transaction of business, the original or copy of the Bylaws or other corporate records, as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by interested persons at all times during office hours.
Section 5. Rules of Order. Robert's Rules of Order, as revised, shall be the parliamentary guide, when not in conflict with these By-Laws, for all meetings of the Society and its committees.
Section 6. Annual Reports to the Board of Directors. The President shall furnish an annual written report to all directors of this corporation containing the following information about this corporation’s previous fiscal year:
A. the assets and liabilities, including the trust funds of this corporation, as of the end of the fiscal year, the principal changes in assets and liabilities, including trust funds, during the fiscal year, the revenue or receipts of this corporation, both unrestricted and restricted to particular purposes, for the fiscal year, the expenses or disbursements of this corporation, for both general and restricted purposes, for the fiscal year; and
B. any transaction during the previous fiscal year involving more than $50,000 between this corporation (or its parent or subsidiaries, if any) and any of its directors or officers (or the directors or officers of its parent or subsidiaries, if any) or any holder of more than ten percent of the voting power of this corporation or its parent or subsidiaries, if any, or any of a number of such transactions in which the same person had a direct or indirect material financial interest, and which transactions in the aggregate involved more than $50,000, as well as the amount and circumstances of any indemnifications or advances aggregating more than $10,000 paid during the fiscal year to any director or officer of this corporation. For each transaction, the report must disclose the names of the interested persons involved in such transaction, stating such person’s relationship to this corporation, the nature of such person’s interest in the transaction and, where practicable, the value of such interest.
C. The foregoing report shall be accompanied by any report thereon of independent accountants or, if there is no such report, the certificate of an authorized officer of this corporation that such statements were prepared without an audit from the books and records of this corporation. The report and any accompanying material may be sent by electronic transmission in compliance with Article IX, Section 5 of these Bylaws.
Section 7. Required Financial Audits. This corporation shall obtain a financial audit for any tax year in which it receives or accrues gross revenue of $2 million or more, excluding grant or contract income from any governmental entity for which the governmental entity requires an accounting. Whether or not they are required by law, any audited financial statements obtained by this corporation shall be made available for inspection by the Attorney General and the general public within nine months after the close of the fiscal year to which the statements relate and shall remain available for three (3) years.
A. by making them available at this corporation’s principal, regional, and district offices during regular business hours and
B. either by mailing a copy to any person who so requests in person or in writing or by posting them on this corporation’s website.
Section 8. Electronic Transmissions. Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Board of Directors may adopt from time to time, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or email, provided
A. for electronic transmissions from the corporation, the corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication.
B. for electronic transmissions to the corporation, the corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and
C. the transmission creates a record that can be retained, retrieved, reviewed, and rendered into clearly legible tangible form.
Section 9. Governing Law. In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the California Nonprofit Public Benefit Corporation Law as then in effect shall apply.
ARTICLE XIII. AMENDMENTS
Section 1. These Bylaws may be amended, altered, or repealed by the vote of at least two-thirds (2/3) of the eligible voters, either by physical presence at a meeting or by electronic ballot of all of the eligible voters, provided that:
A. any proposed amendment has been submitted in writing to the Board and
B. notice thereof has been provided to each Voting Member at least one month prior to the date on which it will be voted upon.
C. These Bylaws shall be subject to a complete review every ten years.
ARTICLE XIV. WHISTLEBLOWER PROTECTION POLICY
Section 1. Encouragement of Reporting. SVIN encourages the reporting of suspected illegal practices or serious violations of SVIN’s adopted policies, including illegal or financially improper conduct by SVIN itself, by its leadership, or by others on its behalf. Appropriate subjects to raise under this policy include financial improprieties, accounting or audit matters, and ethical violations.
Section 2. Protection from Retaliation. SVIN prohibits retaliation for the making of good faith reports under this policy or for participating in a review or investigation under this policy. This protection extends to those whose allegations are made in good faith but prove to be mistaken.
Section 3. Format and Content. A report under this policy must be in writing and must sufficiently describe the suspected conduct that is the basis for the report. Reports should identify the person who prepared and is submitting the report, though anonymous reports may be considered if sufficiently detailed.
Section 4. Submission. A report must be submitted to the President and the Immediate Past President. If both of those persons are implicated in the report, it may be directed to the President-Elect, Secretary, or Treasurer.
ARTICLE XV. (SPECIAL INTEREST GROUPS) OF THE SVIN
Section 1. The Board may endorse/create/appoint Consortia of the SVIN to further develop special interest groups (SIGs) within the SVIN.
A. Consortia of the SVIN will consist of SVIN members who join together, create a Constitution, and have elected officials of the Consortia. Consortia should be able to show the Board evidence of progress toward common goals of the Consortia and the Society.
B. It is likely that a Consortia would need to exist for at least 2 years prior to Board endorsement as a SIG. The Board has final determination on the official status of any SVIN Consortia.
Section 2. The Board will determine what benefits, if any, a Consortia will receive from the SVIN. Such benefits may include designated space for special interest group meetings at the Annual Meeting of the Society, a non-voting Board position for the Consortia Chair, input into the Annual Meeting program, and financial assistance.