2017 Proxy Ballot
April 26th, 2017 by Cory MacDonald
Please review the slate of nominees for the Board of Directors and the additions and edits to our ByLaws, then click on the link to download and fill out your Proxy form. Your vote counts! Thank you for your support of the CRF!
Nominees for Election to the Board of Directors
PROPOSED: To elect the following persons as directors to serve for the specified years and/or until their successors have been elected and have qualified:
THREE (3) YEAR TERMS:
Neal Bench – North Carolina
Jeff Benelli – Kansas
Beth Foss – Pennsylvania
Kate Hillier-Edwards – Canada
John Trott – New Jersey
Tara Cassidy-Driscoll – Massachusetts
Tim Galvin – Australia
TWO (2) YEAR TERM:
Dr, Stephanie Vetere Sims – Florida
EDITS/ADDITIONS TO THE CRF BYLAWS
Note: Additions are underlined, deletions in
Article II, Section 1: Eligibility
Membership is by household and includes adults over age 18
living within that household. Duration of Membership is from the date of acceptance until the end of that fiscal year.
A. All household members over the age 18 are eligible to cast a vote.
B. Duration of Membership is from the date of acceptance until the end of that fiscal year, or as determined by the Executive Committee.
Article II, Section 3: Termination of Membership
• If the Annual Dues are not paid by August 15th of each year
Article II, Section 5: Lack of Quorum
If a quorum is not present, the presiding officer may adjourn the meeting to a day and hour fixed by him/her.
Article IV, Section 2: Election of Officers
After the General Election at the Annual Meeting, The Board of Directors shall elect from their midst a President, First Vice-President, Second Vice-President, Secretary and Treasurer to serve a term of one year or until their successor(s) have been elected.
At the Annual Meeting of Members and following the election of Directors, the Board of Directors shall elect from their midst a President, First Vice-President, Second Vice-President, Secretary and Treasurer to serve a term of one year or until their successor(s) have been elected.
Article IV, Section 6: Compensation (New) Directors may receive reimbursement for reasonable documented expenses incurred on behalf of the Corporation or in attending meetings of the Board of Directors. The Executive Committee shall hire and fix the compensation of any and all employees and/or independent contractors which they in their discretion may determine to be necessary for the conduct of the business of the organization. All expenses need to be pre-approved by the President and/or Executive Director.
Artcile IV, Section 7: Indemnification (New) Any Director or Officer who is involved in litigation by reason of his or her position as a Director of Officer of the Company shall be indemnified and held harmless by the organization to the fullest extent authorized by law as it now exists or may subsequently be amended (but, in the case of any amendment, only to the extent that such amendment permits the organization to provide broader indemnification rights).
Article IV, Section 8: Gifts (New) The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes, or for any special purpose, of the Corporation. Prior to acceptance of any non-cash contribution, gift, bequest, or devise, from a person (other than marketable securities that are traded on a recognized securities exchange), the Board of Directors (or its designee) shall determine, by resolution thereof, that the acceptance of such non-cash contribution, gift, bequest, or devise by the Corporation would be in the best interests of the Corporation.
Article IV, Section 9: Loans to Officers and Directors Prohibited (New) No loans shall be made by the Corporation to its officers or directors, and any director voting for or assenting to the making of any such loan, and any officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.
Article IV, Section 10: Dividends Prohibited (New) No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be paid and no part of the income of the Corporation shall be distributed to its’ directors or officers. The Corporation may pay compensation in a reasonable amount to its officers or directors for services rendered and may reimburse them for reasonable expenses incurred on behalf of the Corporation.
Article VI, Section 3: Secretary
The Secretary shall record the minutes of all meetings and shall maintain permanent books and records of the Corporation to include the following: The Secretary or designee shall record the minutes of all meetings. Minutes shall be reviewed and shared with the Executive Committee and provided to the Operations Director or designee and shall maintain permanent books and records of the Corporation to include the following:
• Minutes of Board Meetings
• Minutes of Executive
Board Committee Meetings
• Minutes of General Annual Meetings
• Copies of Committee Reports including
o Treasurer’s reports
o Annual Audits
o Written reports of researchers
o A membership list created at the time of the Annual Meeting
• In addition, the Secretary will incorporate Director attendance into the minutes of the meeting.
Article VI, Section 4: Treasurer
• Update Donor Database information (Operations Manager duty)
Article VII, Section 1: Formation of Committees
These committees shall be,
but not restricted to determined based upon the current strategic plan as well as work needed to be done as identified as key initiatives, including:
EXECUTIVE COMMITTEE (No Changes)
NOMINATING COMMITTEE (No Changes)
FUNDRAISING COMMITTEE shall propose and implement plans to raise funds for the purposes of the Corporation. The Committee may seek grants from appropriate agencies, foundations and benevolent trusts, as well as from any other sources. Additionally, the Fundraising Committee will serve as a mentor resource for members wishing to host fundraising events.
AUDIT COMMITTEE (No Changes)
PUBLICATIONS AND COMMUNICATION COMMITTEE will focus on Website, Media and Publication. This committee will focus primarily on keeping the CRF website up to date, maintain a monthly newsletter and assist other committees as needed with media news releases, written documents, publications and other ad hoc communication to the membership.
INTERNATIONAL COORDINATING COMMITTEE (No Changes)
SCIENCE ADVISORY COMMITTEE (No Changes)
AD-HOC COMMITTEES (No Changes)
Article IX, Section 4: Executive Director Vacancy
A vacancy in the position of Executive Director shall be filled by appointment of the Executive Committee. Duties and the job description of the Executive Director shall be determined by the Executive Committee.
Article XII, Conflict of Interest (New Section)
Section.1. Purpose of Policy. The purpose of the conflicts of interest policy is to protect the Corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation. This policy is intended to supplement but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.
Section.2. Definitions. The following definitions shall apply in this Article ___.
Interested Person. Any director, principal officer, or member of a committee with board delegated powers who has a direct or indirect financial interest, as defined below, is an interested person. Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment or family: (i) an ownership or investment interest in any entity with which the Corporation has a transaction or arrangement, or (ii) a compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement, or (iii) a potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature. A financial interest is not necessarily a conflict of interest. Under Section 11.3 (b) of this Article, a person who has a financial interest may have a conflict of interest only if the appropriate board or committee decides that a conflict of interest exists.
Duty to Disclose. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence of his or her financial interest and must be given the opportunity to disclose all material facts to the directors and members of committees with board delegated powers considering the proposed transaction or arrangement.
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 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.
Procedures for Addressing the Conflict of Interest.
An interested person may make a presentation at the board or committee meeting, but after such presentation he/she shall leave the meeting during the discussion of, and the vote on, transaction or arrangement that results in the conflict of interest.
The chairperson of the board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the board or committee shall determine whether the Corporation can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest and for its own benefit and whether the transaction is fair and reasonable to the Corporation and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination.
Violations of the Conflicts of Interest Policy.
If the board or committee has reasonable cause to believe that 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.
If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the board or committee determines that the member has in fact failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section.4. Records of the Proceedings. The minutes of the board and all committees with board-delegated powers shall contain:
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 board’s or committee’s decision as to whether a conflict of interest in fact existed.
the names of the persons who were present for discussion 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 therewith.
A voting member of the board of directors who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of the board of directors who receives compensation, directly or indirectly, from the Corporation for services is precluded from discussing and voting on matters pertaining to that member’s compensation, although the member is not prohibited from providing information to the board of directors regarding the compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation.
Section.6. Annual Statements. Each director, principal officer and member of a committee with board delegated powers shall annually sign a statement which affirms that such person (a) has received a copy of the conflicts of interest policy, (b) has read and understand the policy, (c) has agreed to comply with the policy, and (d) understands that the Corporation is a charitable organization and that in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Click here to download the 2017 Voting Form