Bylaws of the

NCA-QC Celiac Group

Amended and adopted on February 17, 2018 in accordance with Article IX.

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Articles of Incorporation of the undersigned, a majority of who are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of Iowa, do hereby certify. 

 

Article I. Name

 

Section I. This organization, the NCA-CSA Celiac Group is applying to be a chapter of the National Celiac Association. NCA has been determined to be exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code. Efforts shall be made to incorporate as a non-profit organization operating in the state of Iowa.

 

Section II. The location of meetings will be determined by the NCA-QC Celiac Group Executive Board. At present, meetings are held at Genesis Medical Center West, 1351 West Central Park Avenue, Davenport, IA. The mailing address is 4186 Fairview Drive, #7, Bettendorf, IA 52722.

 

ARTICLE II. Purpose and Objectives

 

Section I. The purpose of the NCA-QC Celiac Group is to further NCA’s charitable, educational and scientific purposes and to provide a support organization for persons diagnosed with Celiac Disease and/or gluten sensitivity (CD/GS) and their families and friends.

 

Section II. NCA-QC Celiac Group has the following objectives.

     a)  To provide an environment for mutual support of CD/GS persons and their families.

     b)  To provide practical information regarding CD/GS and the gluten-free diet

     c)  To exchange information relating to CD/GS with other organizations

     d)  To promote awareness/education to healthcare providers, restaurants and food manufacturers.

     e)  To alert members to recent research concerning CD/GS.

 

Article III. Membership

 

Section I. Individual membership will be open to persons diagnosed with CD/GS, healthcare providers or others with an interest in CD/GS.

 

Section II. Family membership will be open to persons diagnosed with CD/GS and their families and friends. Only one family membership is required per family address, regardless of the number of family members diagnosed with CD/GS.

 

Section III. As long as the requirements listed in the previous two sections are met, membership in NCA-QC Celiac Group is open to all individuals without regard to sex, race, religion or national origin.

 

Section IV. Annual membership fees are determined by the Executive Board and approved by a majority vote of the membership at any general meeting. Fees shall be $15 for a 12-month membership.

 

Section V. Special status memberships may be granted by the President with the approval of the Executive Board.

 

Article IV. Meetings

 

Section I. NCA-QC Celiac Group shall have membership meetings as directed by the Executive Board. 

 

Section II. Meetings are open to all members and their guests. Meetings may be open to persons attending in response to announcements of the meeting.

 

Section III. The time, place and any fees for each meeting are determined by the Executive Board.

 

Section IV. All issues and motions shall be decided by a majority vote. All valid memberships represented at the meeting or by absentee ballot shall have one vote each, with the exception of the President. The President does not vote on any issues or motions except to break a tie.

 

Article V.  Executive Board

 

Section I. The Executive Board is responsible for establishing and implementing the business affairs, programs and activities of the NCA-QC Celiac Group.  

 

Section II. The Executive Board is composed of President, Vice President, Treasurer, Outreach and Board Members at Large, if any.

 

Section III. The Executive Board has the following duties.

     a)  Manage the business affairs of NCA-QC Celiac Group.

     b)  Establish and amend the general policies and procedures of the organization.

     c)  Provide for sound fiscal management of the organization including adoption and administration
          of an annual budget.

     d)  Appoint committees as needed.

     e)  Approve committee plans for which there are no existing procedures.

     f)   Approve the yearly plan for programs and activities of the organization.

     g)  Initiate proceedings for removal from office when duties are not being performed adequately.

 

Section IV. The Executive Board shall meet as needed. The date, time and place of these meetings shall be set by the Executive Board. The Executive Board may delegate specific business matters to officers between board meetings.

 

Section V. The Executive Board shall hold a planning meeting once each year. The purpose of the meeting is to set a schedule for the membership meetings for the next twelve months. The planning meeting should be held before the first general membership meeting of each year.

 

Section VI. The Executive Board shall have the authority to spend up to $250 for non-budgeted expenses without the approval of the general membership.

 

Article VI. Officers

 

Section I.  The elected officers are President, Vice-President, Treasurer, Outreach and Board Members at large.

 

Section II.  There is one non-elected officer, the Past President. This position is filled by the most recent previous president who is a) not a current officer, b) is a member of NC-QC Celiac Group, c) fulfilled his/her duties for the duration of his/her term and d) is willing to serve.

 

Article VII. Terms of Office

 

Section I. All officers are expected to attend a majority of executive and regular/membership meetings.

 

Section II. The President shall have the following duties.

     a)  Lead all membership meetings

     b)  Reserve location for all meetings

     c)  Set and lead the yearly planning meeting

     d)  Set and lead other Executive Board meetings, as needed

     e)  Delegate duties and responsibilities to Executive Board members and members as needed.
     f)  Appoint committee chairpersons as needed.
     g) Appoint Nominating Committee to prepare a slate of elected officers.
     h) Act as liaison between NCA-QC Celiac and any other organizations that have a common
         interest in CD/GS.
     i) Write and sign checks in the absence of the Treasurer.
     j) Perform any other duties usually associated with the office of the President.

 

Section III. The Vice-President shall have the following duties.
     a) Perform the President's duties at any NCA-QC Celiac Group meeting or event where the
         President is absent.

     b) Be responsible for obtaining speakers and/or setting up programs for membership meetings.

     c) Handle correspondence, as deemed necessary.

 

Section IV. Outreach shall have the following duties.
     a) Serve as chairperson for the Membership Committee.
     b) Provide information to potential new members.
     c) Coordinate membership applications with the Treasurer and provide new membership packets
         to all new members.

 

Section V. The Treasurer shall have the following duties.
     a) Be responsible for all funds of NCA-QC Celiac Group, including signing checks and making
         deposits in a timely fashion.
     b) Keep full and accurate accounts of all receipts and disbursements in books belonging to
         NCA-QC Celiac Group.

     c) Render a financial report to the Executive Board when requested, but at least annually.
     d) Render a report on the financial status of NCA-QC Celiac Group to the membership when
         requested, but at least annually.
     e) Make recommendations to the Executive Board for board-directed expenses and fiscal policy
         for the organization.

 

Section VI. The Secretary shall have the following duties.
     a) Record minutes of all membership meetings and Executive Board Meetings.
     b) Preserve and maintain the archives of the NCA-QC Celiac Group meeting minutes and other
         important historical documents.


Section VII.  The Past-President shall serve as an advisor for the other officers, in particular for the President. The Past-President can assist with the duties of the other officers as needed.

 

Section VIII. The duties of the elected Board Members at Large are to be present at membership meetings and Executive Board meetings, assist the other officers, and serve as directed by the President, to include chairing committees.

 

ARTICLE VIII. Election of Officers

 

Section I. The Nominating Committee shall have the slate of officers available to be announced in the newsletter preceding the last membership meeting of the year. Elections will be held at the last yearly membership meeting.

 

Section II. Nominations will be permitted from the floor during the membership meeting. All nominees shall be members in good standing who have given their consent to the nomination.

 

Section III. Elections shall be directed by a simple majority of all votes cast.

 

ARTICLE IX. Amendments

 

Section I. These bylaws may be amended by a two-thirds affirmative vote at a regularly scheduled NCA-QC Celiac Group membership meeting. Written notice of the proposed amendment(s) shall be given to all NCA-QC Celiac Group members at least 21 days prior to the meeting when the vote is to take place.

 

ARTICLE X. Dissolution

 

The duration of the corporate existence shall be perpetual until dissolution. The corporation’s dissolution will be determined by a majority vote by the membership at a regularly scheduled NCA-QC Celiac Group meeting. Written notice of dissolution shall be given to all NCA-QC members at least 21 days prior to the meeting when the vote is to take place.

 

Upon the dissolution of the organization, assets of the corporation shall be distributed to NCA, or its successor, unless NCA or its successor is no longer an organization described in Section 501(c)(3) of the Internal Revenue Code, in which case the assets shall be distributed to one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

 

ARTICLE XI. Parliamentary Authority

 

Section I. Robert's Rules of Order-Simplified shall constitute the parliamentary procedure for the conduct of the NCA-QC Celiac membership and Executive Board meetings. These rules can be suspended or amended by a two-thirds affirmative vote at any given meeting. Such changes are only in effect for the duration of the meeting in which they are made.

 

Section II. Any conflict between Robert's Rules of Order-Simplified and these bylaws shall be resolved in favor of these bylaws.

 

ARTICLE XII. Effective Date of Bylaws

 

Section I. These bylaws shall take effect immediately upon acceptance by the membership.

These amended bylaws were approved by the NCA-QC Celiac membership on February 17, 2018 in accordance with Article IX at a general membership meeting and take effect immediately.