Bylaws
CAHON, 555 East Wells Street, Milwaukee, WI 53202
as of 4/8/2023
ARTICLE I. NAME
This non-profit organization, incorporated under the New York Not-for-Profit Corporation Law (hereafter referred to as the “N-PCL”) shall be known as the "CHINESE AMERICAN HEMATOLOGIST AND ONCOLOGIST NETWORK" (hereafter referred to as the "Network")
ARTICLE II. PURPOSES
A. To foster communications amongst Chinese American medical professionals for the delivery of high-quality health care to patients with neoplastic and hematological diseases.
B. To promote medical information exchanges between North America and China in the field of oncology and hematology.
ARTICLE III. MEMBERSHIP
Section 1. Membership Categories
Membership shall be classified into the following categories:
A. Regular Membership
a. Board certified/eligible physicians in North America whose predominant interest and professional activities involve the diagnosis and treatment of patients with neoplastic and hematological diseases and/or the research, development and approval of diagnosis tools, treatments, and healthcare policies for patients with neoplastic and hematological diseases. These include Hematologists, Medical Oncologists, Surgical Oncologists, Radiation Oncologists, Gynecological Oncologists, Pediatric Oncologists and Pathologists, and other oncology-related physicians and surgeons, each of whom may be eligible to apply to become Regular Members of the Network.
b. Regular Members have the right to attend meetings of the members.
Regular Members are eligible to serve on all committees and the Board of Directors.
Regular Members may vote, hold office in the Network and serve on the Board of Directors.
B. Associate Membership
a. Fellows-in-training in North America in the field of Hematology, Medical Oncology, Surgical Oncology, Radiation Oncology, Gynecological Oncology, Pediatric Oncology and Pathology, are eligible to apply to become Associate Members of the Network.
b. Residents-in-training, US medical students and foreign medical graduates living in North America are eligible to apply to become Associate Members in the Network under the following conditions:
i. Demonstrated commitment to enter a program in the field of Hematology, Medical Oncology, Surgical Oncology, Radiation Oncology, Gynecological Oncology, Pediatric Oncology or Pathology
ii. Referral from an Active or Lifetime CAHON Member
iii. Eligibility shall be reviewed annually
c. Rights of Associate Members:
Associate Members have the right to attend meetings of the members.
Associate Members have the right to serve on all committees.
Associate Members may transfer to Active membership upon completion of their training.
Associate Members may not vote, serve on the Board of Directors or hold office in the Network.
C. Allied Membership
a. Health Professionals in North America who are actively involved in patient care, research, drug development in North America in the field of neoplastic and hematological diseases, who are otherwise not included in the aforementioned categories are eligible to apply to become Allied Health Members of the Network. Allied Members may include but are not limited to senior medical directors or similar senior level or research track scientists at pharmaceutical companies and tenure track assistant professors or above, basic research scientists, epidemiologists, biostatisticians, public health specialists, and nurses in academic or private research institutions.
b. Rights of Allied Members:
Allied Members have the right to attend meetings of the members.
Allied Members are eligible to serve on all committees.
Allied Members may not vote, serve on the Board of Directors or hold office in the Network.
Section 2. Application and Election to Membership
Any individual who falls into the above categories and shares the core value of the Network may submit an application for membership, the form of which shall be determined from time to time by the Board of Directors. Each applicant must be referred by an Active or Lifetime Member. Applications will be reviewed by Membership Committee, and applicants meeting the requirements for membership shall be admitted to membership in the Network. Rejected applicants shall have the right to appeal the Membership Committee’s action to the Board of Directors.
Section 3. Membership Discipline/Termination
Membership in the Network may be terminated for nonpayment of dues or assessments. In addition and upon according a member reasonable due process, any member may be disciplined for actions that violate the Network Bylaws, discredit the Network, or are otherwise inimical to the best interests of the Network. Such discipline may include, without limitation, censure, membership suspension or membership termination without the possibility of reinstatement.
Section 4. Resignation
Any member may resign at any time by providing written notice of same to the Secretary or, in the case of the resignation of the Secretary, to the President. Resignation shall not excuse the member from liability for any dues, assessments or other charges that have accrued prior to the date of resignation and remain unpaid.
ARTICLE IV. MEETINGS OF THE MEMBERS
Section 1. Annual Meeting
The Network shall hold an annual General Meeting of the members, either within or without the State of New York, at least once annually at such time and location as determined by the Board of Directors.
Section 2. Special Meetings
The Board of Directors may call special meetings of the members, as well as meetings in co-sponsorship with other organizations, public or private, in such manner and format as it deems appropriate to the pursuit and advancement of the purposes of the Network.
Section 3. Notice
Notice of all meetings of the members shall be given in any manner permitted by the N-PCL.
Section 4. Quorum
One-tenth (1/10) of the voting members shall constitute a quorum for the transaction of business at a meeting of the members. Unless otherwise provided herein or in the N-PCL, the vote of a majority of the voting members present at a meeting at which a quorum is present shall be the act of the membership.
Section 5. Proxies
Members shall be entitled to vote by proxy, provided that the Board of Directors may establish rules and procedures requiring advance notice and validation of any proxies to be voted at membership meetings.
ARTICLE V. OFFICERS
Section 1. Officers and Elections
The elected officers of the Network shall be a Board Chair, Board Chair-Elect, Immediate Past-Chair, President, Immediate Past-President, and Secretary. No one shall hold the offices of President and Secretary simultaneously.
The Board Chair-Elect shall be elected from among the Directors and Officers every two (2) years by a majority vote. The Board Chair-Elect will succeed to the office of the Board Chair, unless the Board of Directors determines, within its discretion, that such succession shall not take place, in which case both a Board Chair and Board Chair-Elect shall be elected by the Board of Directors. The Board Chair will automatically succeed to the office of Immediate Past-Chair. No one shall hold the offices of President and Board Chair simultaneously.
Every two (2) years a President-Elect shall be elected by the voting members of the Network; after serving one (1) year as President-Elect, such person shall automatically succeed to the office of President. To be eligible for nomination and election to the position of President-Elect and thereafter to succession to the office of President, one must have been a member of the Network for at least two (2) years at the time of election. A Nominating Committee, which shall be chaired by the Network’s Board Chair-Elect and the members of which shall be the Board Chair, immediate past Board Chair, Board Chair-Elect, President, immediate past President, Secretary and Chair of the Membership Committee, shall recommend to the Board for its approval a slate of at least two (2) candidates for the position of President-Elect, provided, however, that, in the event that the Nominating Committee is unable to identify two qualified individuals willing to be so nominated, the Committee’s slate may consist of one (1) qualified candidate. The Board-approved slate of one (1) or two (2) candidates shall be submitted to the voting members for a vote. The President will automatically succeed to the office of Immediate Past-President.
The Secretary shall be elected from among the Directors and Officers by a majority vote to a three-year term. No one shall hold the offices of President and Secretary simultaneously.
Section 2. Terms
The elected officers’ terms commence at the conclusion of the annual General Meeting at which the election results are received.
The Board Chair, Board Chair-elect and President may not serve additional terms in the same office within two years after retiring from the previous term.
Section 3. Duties
A. The Board Chair will be the chief executive officer of the Network and will have the general powers and duties leading the Board to carry out its governance functions. The Board Chair will
set priorities, preside over the meetings of the Board of Directors and will partner with the President to ensure that the Board’s directives, policies and resolutions are carried out. The Board Chair will serve as an ambassador of the organization and advocate its mission to internal and external stakeholders.
B. The Board Chair-Elect shall perform the duties of the Board Chair in the absence or incapacity of the Board Chair, together with such duties as may be assigned by the Board of Directors. The Board Chair-Elect shall, unless otherwise determined by the Board of Directors, automatically succeed to the office of the Board Chair at the conclusion of the Board Chair's term.
C. The President will be the chief operating officer of the Network and will have the general powers and duties of supervision and management, including authorization to expend money within limits set by the Board. The President will have the authority to negotiate and execute agreements on behalf of the Network, when so authorized by the Board. The President will preside over regular meetings of the members of the Network and the executive team. The President will appoint vice presidents and committee chairs, with the concurrence of the Board. The President or the Treasurer may sign checks, provided that the rules and regulations governing financial transaction have been set-forth and approved by the Board of Directors.
D. The Secretary shall be responsible for the integrity of the meeting records of the Network as required by applicable law and the Bylaws. In conjunction with the Network’s staff, the Secretary shall provide for notification of meetings of the members and meetings of the Board of Directors in accordance with these Bylaws, and shall ensure that attendance, actions and proceedings of the meetings are recorded and maintained in the permanent records of the Network. The Secretary shall maintain these Bylaws, all policies of the Board of Directors and a minute book and shall ensure that such records as may be required by applicable law or the Network are maintained. The duties in whole or in part of the Secretary may be delegated by the Board of Directors to the Executive Director or a designated member of the Network’s staff.
E. The Board of Directors may cause the Network to employ an Executive Director or engage a management services company to provide an Executive Director or management company with authority, duties and responsibilities commensurate with such position. Subject to the overall guidance and direction of the Board of Directors, the Executive Director or management company shall perform all duties incident to the position and such other duties as may be prescribed by the Board of Directors from time to time. The Executive Director or management company she shall have full authority for the management of the Network’s business and affairs, subject to the Bylaws and other governing documents, including authority for the engagement and discharge of other staff and the delegation of responsibilities to them. The Executive Director or management company, along with the President, may act as a spokesperson for the Network. The Executive Director or management company will establish and maintain procedures for administration of Network activities and the Network’s office. The Executive Director or management company representative will generally attend all meetings of the members, the Board of Directors and the Executive Team.
F. The Board of Directors shall appoint from among the Active Members or Lifetime Members an individual to serve as Treasurer of the Network. The Treasurer need not be a member of the
Board of Directors. The Treasurer shall be responsible for the integrity of financial matters of the Network as required by applicable law and the Bylaws. In conjunction with the Network’s staff, the Treasurer shall ensure that the Network maintains accurate financial records, review the Network’s financial status on a regular basis, and ensure that regular financial reports are submitted to the Board of Directors and, annually, to the membership. The Treasurer shall ensure that an annual financial report is presented to the Board of Directors. The duties in whole or in part of the Treasurer may be delegated by the Board of Directors to the Executive Director or a designated member of the Network’s staff. The Treasurer shall serve a term of one year, and there shall be no limit upon the number of consecutive terms an individual may serve as Treasurer.
Section 4. Removal/Resignation
Any officer elected or appointed by the Board of Directors may be removed by the Board with or without cause. An officer elected by the members may be removed, with or without cause, only by the vote of the members, but his or her authority to act as an officer may be suspended by the Board for cause. For purposes hereof, “cause” shall include ineligibility to serve as an officer, violation of these Bylaws or any policy duly adopted by the Board of Directors, or any action deemed by the Board of Directors to be contrary to the best interests of the Network. An elected officer may resign at any time by providing written notice of resignation to the Secretary or, in the case of the resignation of the Secretary, to the President.
Section 5. Vacancies
A vacancy in the office of Board Chair shall be filled by the Board Chair-Elect. A vacancy in the office of Board Chair-Elect or President shall be filled either by a member of the Board of Directors or, at the Board’s option, by an election of the voting members.
Section 6. Compensation
Elected officers of the Network shall not receive any compensation for their service as such, but by a policy duly adopted by the Board of Directors, the officers’ expenses of attendance at each regular or special meeting of the Board of Directors may be paid or reimbursed by the Network.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. Composition
The Board of Directors shall consist of at least six (6) and no greater than eleven (11) members, as determined from time to time by a resolution adopted by majority vote of the entire Board, and shall include the six (6) elected officers, namely, Board Chair, Board Chair-Elect, Immediate Past-Chair, President, Immediate Past-President, and Secretary.
Section 2. Term and Election
A. Term:
Directors shall be elected to staggered terms of three (3) years. No Director may serve more than two (2) full consecutive terms unless elected to serve as Chair, President or Secretary, in which case such person’s term as a Director shall be extended through with such person’s service.
B. Elections:
The number of Directors to be elected each year shall be determined by the Board, provided that the Board shall not exceed a total of 11 members, including the elected officers. Director candidates shall be co-nominated by at least three members of the Board of Directors. To be elected to the Board of Directors, a candidate must receive the affirmative vote of at least seven (7) Directors and Officers
Section 3. Duties
All corporate powers shall be exercised by or under the authority of and the business of the Network shall be managed under the direction of, the Board of Directors, subject to any express provisions of these Bylaws to the contrary and except as may otherwise be provided under the N-PCL. The duties of the Board of Directors are to carry out the objectives of the Network as stated in these Bylaws, including but not limited to:
A. Approve, amend and interpret the Bylaws, provided that the members shall also have such rights.
B. Elect members of the Board of Directors, and the Board Chair-Elect as well as for the re-confirmation of Board Chair-Elect before he or she succeeds to the office of Board Chair.
C. Approve nominated candidates for President.
D. Approve an operational plan, annual report and the annual budget.
E. Set forth specific financial rules from time to time to regulate the financial transactions of the Network.
F. When necessary, create special committees of the Board of Directors to act on specific matters, provided that the authority of any such committee shall be established by Board resolution at the time of such committee’s creation, and provided further, that no such committee may take any action prohibited by the N-PCL.
G. Report all of its activities to the General Meeting.
Section 4. Execution of duties
Each director shall hold one vote. Unless a greater proportion is required by the N-PCL or these Bylaws, the Board shall act by a majority vote at a meeting at which a quorum is present.
Section 5. Removal/Resignation
Any Director may be removed either by the voting members with or without cause or by the Board of Directors for cause. Any Director may resign at any time by providing written notice of resignation to the Secretary or, in the case of the resignation of the Secretary, to the President.
Section 6. Vacancies
If a vacancy occurs on the Board, The Board of Directors shall determine if the vacancy shall be filled as long as there is at least three members. If the Board determines to fill the vacancy, the term of the successor Director shall be the remaining portion of the term of the vacated Director position, or The Board of Directors may determine to allow the position to remain vacant until the next election cycle.
Section 7. Budget and Audit
A. The financial operations of the Network shall be guided by a budget that has been approved by the Board of Directors with a simple majority vote when quorum is present.
B. An audit of the Network’s accounts will be made annually by an independent certified public accountant. The final audit report will be presented to the Board of Directors and a copy will be made available, upon request, to any members of the Network.
Section 8. Meetings
A. The Board of Directors shall hold quarterly meetings and shall meet at such times and places as may be designated by the Board of Directors.
B. The President and the Board Chair of the Network may call special meetings of the Board of Directors at any time and must call a special meeting at the written request of any three (3) Directors.
C. The Chair of the Board of Directors shall give written notice of the time and place of regular or special meetings to each Director not less than 24 hours prior thereto.
D. The presence of a simple majority of the members of the Board of Directors shall be necessary to constitute a quorum for the transaction of business unless otherwise specified in these Bylaws.
E. Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
F. The Board of Directors may act other than at a meeting by the unanimous written consent of all Directors.
Section 9. Code of Ethics and Disciplinary action
A. The Board of Directors is responsible for conducting hearings on allegations of conduct detrimental to the Network by any members of the Network including but not limited to conduct that is in discordance with CAHON’s Code of Ethics.
B. The Board of Directors shall recommend appropriate disciplinary actions, including but not limited to written warning, revocation of voting privileges and dismissal from the Network, in its best judgment for the purpose of maintaining the highest professional standard of the Network as stated in these Bylaws.
Section 10. Compensation
Directors shall not receive any compensation for their service as such, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors.
ARTICLE VII. COMMITTEES
Section 1. Standing Committees
The Network shall have such standing committees as the Board of Directors shall from time to time determine are necessary
Committees shall have such authority and responsibilities as established by the Board of Directors.
Section 2. Task Forces
The Board of Directors may create such task forces as it deems necessary to carry out the purposes of the Network.
Section 3. Standing Committee and Task Force Members
Standing Committee and Task Force chairs shall be appointed by the President with the concurrence of the Board of Directors. The members of each committee and task force shall be appointed by the chair of the committee or task force.
ARTICLE VIII. DUES AND ASSESSMENTS
Section 1. Annual membership dues shall be such sum as approved by the Board of Directors by a two-thirds majority vote. The Board of Directors shall also be entitled to levy assessments in addition to dues when deemed necessary by the Board.
Section 2. The annual membership dues shall be due and payable on and before the date specified each year by the Board of Directors. Assessments shall be due and payable when determined by the Board of Directors. Dues and assessments are non-refundable.
Section 3. Any members in arrears of dues or assessments for more than ninety days shall have benefits suspended. After two consecutive years of failure to pay dues, membership will be deemed to have been resigned.
ARTICLE IX. ADVISORY COUNCIL
The Advisory Council shall consist of up to ten individuals appointed by a two-thirds vote of the Board of Directors, with each appointee to serve a three-year term. There shall be no limit upon the number of consecutive terms an individual may be appointed by the Board to serve on the Advisory Council. The Advisory Council will be chaired each year by the Immediate Past President. The Council is an advisory body which serves as a forum for open discussion of ongoing projects, future policies and planning of the Network. Resolutions of the Advisory council shall be presented to the Board of Directors for consideration.
ARTICLE X. PARLIAMENTARY RULES
The most recent edition of Robert’s Rules of Order shall be the governing parliamentary rules of the Network, but only to the extent that such Rules are not inconsistent with the N-PCL, the Articles of Incorporation, these Bylaws or policies and procedures duly adopted by the Board of Directors.
ARTICLE XI. FISCAL YEAR
The fiscal year of the Network shall be as determined from time to time by the Board of Directors.
ARTICLE XII. WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given under the provisions of the N-PCL or under the provisions of the Articles of Incorporation or Bylaws of the Network or any other applicable provision of applicable law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII. INDEMNIFICATION AND INSURANCE
The Network shall, to the fullest extent permitted by the N-PCL and by the United States Internal Revenue Code (“the Code”), defend and indemnify any person who is or was an officer, director, employee or agent of the Network from and against any and all expenses and liabilities actually and necessarily incurred by or imposed upon such person in connection with any claim, action, suit or proceeding (whether actual or threatened, civil, criminal, administrative or investigative, including appeals) to which such person may be or is made a party by reason of being or having been such officer, director, employee or agent. The Board of Directors may authorize the purchase of and maintain insurance on behalf of any director, officer, employee or agent of the Network against any liability asserted against or incurred by such person which arises out of such person’s status in such capacity.
ARTICLE XIV. DISSOLUTION
in the event of dissolution or final liquidation of the Network, all of the remaining assets and property of the Network shall, after paying or making provision for payment of all of the liabilities and obligations of the Network and for necessary expenses thereof, be distributed in accordance with the plan of distribution approved by the Board of Directors and adopted by the voting members of the Network, provided that such plan is not inconsistent with any provision of the N-PCL or any Code provision applicable to organizations described in Section 501(c)(3) thereof.
ARTICLE XV. AMENDMENT OF BYLAWS
To the fullest extent permitted by the N-PCL, these Bylaws may be amended or repealed by the voting members and by the Board of Directors.