Open Source Bylaws
Open Source Medical Software Bylaws
(EIN 52-2455826)
Adopted June 6, 2005
ARTICLE 1- ORGANIZATION
Section 1 - Name: The name of the organization shall be Open Source Medical Software (Abbreviated OSMS and referred to as the “organization” in the rest of this document.). It shall be a non-profit organization incorporated under the laws of the state of North Carolina.
Section 2-Purpose: Open Source Medical Software was formed to ensure that all people, regardless of race, socioeconomic status or geographic location, have access to high-quality medical care through the donation of free, open source medical software and service relating to that software. OSMS is formed exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt under Sections 501(c)(3) and 170(c)(2) of the United States Internal Revenue Code of 1986 and any subsequent revisions of that code. The organization is a charitable corporation, as denied in NCGS§55A-1-40 (4).
Section 3- Articles of Incorporation: The organization’s Articles of Incorporation were filed March 3, 2005 and were accepted by the North Carolina Secretary of State on March 15, 2005, pursuant to the North Carolina General Statue §55A-2-02.
Section 4- Office Headquarters: The organization’s business office shall be located in Hickory, North Carolina in the organization’s office headquarters. The organization’s current financial records, quarterly report and annual report shall be housed at that office. The organization may have satellite offices outside of Hickory, North Carolina. The Board of Directors may designate the location of the other offices. The Board Treasurer and Secretary, and the Executive Director shall all maintain their records at the office headquarters. The corporation’s registered office with the North Carolina Secretary of State must be the same address as that of the headquarters. The location of the organization’s headquarters may only be changed by a two-thirds majority vote of the Board of Directors and the proper changes must be made with the Secretary of State.
Section 5- Corporate Seal: The seal of the organization will be designed and approved by the Board of Directors and shall be redesigned and adopted from time to time by the Board. The seal or a copy of the seal may be affixed by any person authorized by the Board by impression, printing, rubber stamped, or otherwise, unless legally prohibited.
ARTICLE 2- BOARD OF DIRECTORS AND FOUNDER
Section 1- Board Role and General Powers: All organizational powers shall be exercised by or under the authority of the Board of Directors. The business and affairs of the organization shall be managed under the direction of the Board. The board is responsible for overall policy and direction of the organization. The board delegates responsibility for day-to-day operations to the organization's Executive Director; however, the Board must approve all budgets.
Section 2- Board Size: The board will have between 2 and 15 members.
Section 3- Board Compensation: The board will not be financially compensated, either directly or indirectly, other than reasonable expenses.
Section 4- Meetings: The board shall meet, at least quarterly, at the organization's headquarters at a generally agreed upon date and time.
Section 5- Board Elections: Board elections shall be conducted at the first meeting of each fiscal year. Each board member has a single vote. Votes will be determined by a simple majority.
Section 6- Board Terms: All board members will serve one-year terms and are eligible for re-election, with the exception of the organization's founder, who will remain on the board until his death or resignation. Terms for the organization's first year of operation run from the date of the first meeting until the first meeting of the following calendar year. Subsequent terms will be for one-year periods. Initial board members are appointed by the founder.
Section 7- Quorum: A quorum must be attended by at least 50 percent of the board members before business can be transacted or motions made or passed. Board members must be present to be counted as part of the quorum. If no quorum is present at a meeting, the Board members may not take action, except to adjourn the meeting.
Section 8- Notice: An official board meeting must be announced to each board member in writing at least two weeks in advance. Notice should be mailed or hand-delivered.
Section 9- Officers and Duties: There shall be four officers of the Board of Directors. A single person may fulfill the duties of three or fewer officer positions. The board officers consist of a Chair, Vice-chair, Secretary and Treasurer. Officers should be elected by the board at the first meeting of the calendar year. Duties are as follows: The Chair shall set the agenda for all meetings, convene all meetings of the board and shall preside over all meetings. If the Chair is unable to fulfill this duty, the Vice-chair shall take his or her place at the meeting. The Vice-chair is also responsible for chairing all standing committees, with the exception of finance, which will be chaired by the Treasurer. The Secretary is responsible for keeping records of Board actions, including overseeing the taking of minutes at all board and committee meetings. The secretary is responsible for sending out proper meeting announcements and distributing copies of minutes and the agenda to each board member. The secretary also maintains corporate records, as needed. The treasurer shall make a report at each board meeting that summarizes the organization's financial health and any major financial changes that have occurred between meetings. The Treasurer will assist in the preparation of the budget for a vote and shall distribute budget materials, as needed. The Treasurer shall also help develop fund-raising plans and make financial information available to board members and the public. If the secretary is unable to perform his or her duties, the treasurer will fulfill those duties. If the treasurer is unable to fill his or her duties, the Board Chair will be responsible for carrying out those duties.
Section 10- Nominations: Any board member can nominate a person to sit on the board. Those nominated may decline their nomination and will then be removed from the ballot. Nominations and a letter stating why the person was nominated should be turned in to the secretary and distributed by the nominating board member at least one week prior to the meeting when the vote will take place.
Section 11- Vacancies: When a vacancy exists on the board, nominations will be taken according to the policy outlined in Section 10. Vacancies will be filled until the end of the particular board member's term. If the directors remaining in office constitute fewer than a quorum of the Board, they shall fill the position by a three-fourths majority vote of those remaining in office.
Section 12- Resignation, Termination and Absences: Resignation from the board must be made in writing and received by the secretary. Board members will be terminated after three unexcused absences during his or her term. A board member other than the founder may be removed, with or without cause, from the board by a three-fourths vote of the remaining directors. That meeting must be called especially for that purpose and notice must be sent to all Board members of the purpose of the meeting. If a director resigns effective at a specific later date, the directors may fill the vacancy beforehand, but the new member may not take office until the resignation actually occurs.
Section 13- Special and Emergency Meetings: Special called meetings must be announced at least 24 hours prior to the commencement of the meeting. Board members should be notified at least one hour prior to an emergency meeting. Special and emergency meetings must be called by the Board Chair.
Section 14- Agendas: Agendas are set by the Board Chair and should contain a comments period at the end of each agenda where individual members can express concerns or make motions to add additional items to the agenda.
Section 15- Commencement: Meetings commence when a quorum is present and the quorum votes to begin the meeting. Once the meeting has started, members must vote to adopt the agenda or add to it.
Section 16- Voting: Votes are determined by a majority, unless otherwise outlined or specified in this document. Each member of the Board has one vote on any matter that comes before the Board.
Section 17- Founder: The founder is responsible for appointing the first Board of Directors and Executive Director. The founder is guaranteed a seat on the Board of Directors until his death or resignation
ARTICLE 3- COMMITTEES
Section 1- Formation and Dissolution: The board may form committees for specific stated purposes that are defined at the time of formation. The board must determine how long the committees will be allowed to exist at the time of their creation. Committees dissolve when their stated time limit is reached or may dissolve beforehand if their purpose is no longer needed or appropriate. The Board may vote to extend or cut short a committee's existence period.
Section 2- Standing Committees: Standing committees are the finance committee, personnel committee and executive committee. The Board may add additional standing committees with a majority vote. Standing committees may be dissolved with a majority vote.
Section 3- Committee Chairs: All standing committees are chaired by the Vice-Chair of the Board, with the exception of the finance committee, which is chaired by the Treasurer. The Board Chair appoints all committee chairs. Committee chairs must be members of the board.
Section 4- Executive Committee: The Board's five officer positions make up the Executive Committee. The Executive Committee shall review the performance of the Executive Director.
Section 5- Finance Committee: The Treasurer is the chair of the Finance Committee, which is responsible for developing and reviewing fiscal procedures, a fund raising plan, and an annual budget with staff and other board members. The full Board must approve the budget and all expenditures must be in the budget. Any major change in the budget should be approved first by the Finance committee and then by the full Board of Directors. The fiscal year shall be the calendar year. Quarterly reports are required to be submitted to the Board and must show income, expenditures and expected future income. The financial records of the organization are public information and shall be made available to Board members and to the public.
Section 6- Personnel Committee: The Personnel Committee is in charge of bringing a nomination for Executive Director to the full Board of Directors for a two-thirds majority vote. The Personnel Committee shall function as a grievance committee and is also responsible for developing a personnel policy, which must be approved by the full Board.
ARTICLE 4- EXECUTIVE DIRECTOR AND STAFF
Section 1- Board Meetings: The executive director is expected to attend all board meetings, if possible, and is required to serve on the board.
Section 2- Board Questions: The board should direct questions about the day-to-day operations of the organization to the Executive Director. He or she will then obtain a suitable answer and report back to the Board.
Section 3- Day-to-day Operations: The Executive Director is in charge of day-to-day operations of the organization, including carrying out the organization's goals and Board policy. The Executive Director will attend all Board meetings, report on the progress of the organization, answer Board members' questions and carry out other duties, as assigned by the Board.
Section 4- Hiring and Firing of Staff: The Executive Director is in charge of hiring, supervising and firing staff, if needed.
Section 5- Other Powers: The Executive Director may sign, with approval of the Board, organization deeds, mortgages, bonds, contracts or other Board authorized instruments.
Section 6- Fiscal Responsibilities: The Executive Director shall, in good faith, have the following fiscal responsibilities:
(a) Custody of and be responsible for all funds and securities of the organization;
(b) Receive and give receipts for monies due and payable to the corporation from any source, and deposit all monies in the corporation's name in banks, trust companies, or other depositories that the Board selects;
(c) Submit the books and records to a Certified Public Accountant or other accountant for annual audit or review; and
(d) In general, guard the safety of the organization's funds and avoid any misappropriation of the organization's funds, as well as perform other financial duties, as directed by the Board.
ARTICLE 5-CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1- Contracts: The Executive Director may enter into and execute contracts on behalf of the corporation with the approval of the Board of Directors. The Board may authorize other agents to enter into and execute contracts.
Section 2- Loans and Lending: The organization will not lend money, either to individuals or to other organizations or corporations. The organization shall not allow anyone to borrow money on behalf of the organization, unless specifically authorized by the Board.
Section 3- Checks, Drafts, etc...: The Executive Director is authorized to sign and issue all corporation checks, drafts, or other orders for payment of money, and notes or other evidence of indebtedness. The Board may authorize other agents to sign and issue checks.
Section 4- Deposits: The Executive Director and Treasurer should oversee the deposit of all corporation funds in banks or other depositories. The Board may authorize the exact banks and depositories.
ARTICLE 6- BUDGETING
Section 1- Approval: Final approval of the organization's budget will be made by the Board and will be based on a three-fourths majority vote.
Section 2- Preparation: The budget will be prepared by the organization's Executive Director and staff, with the assistance of the Board Treasurer.
Section 3- Distribution: Copies of the proposed budget must be distributed to Board members at least two weeks before the Board votes on the proposal.
Section 4- Modifications: Major modifications to the budget must be made by the Executive Director with the approving vote of a majority of the board.
ARTICLE 7- RECORDS
Section 1- Corporate Records: The organization shall keep a permanent record of the minutes of all of its Board of Directors meetings, with a record of all actions taken by the Board, with or without a meeting, and minutes of all committee meetings. Minutes and accounting records should be kept at the organization headquarters. The records should be maintained in either printed or electronic format and should be easily accessed for public review and copies.
Section 2- Other Records: The organization shall keep a copy of the following records at its organizational headquarters:
(a) Its Articles of Incorporation and any revisions to that document;
(b) Its bylaws and any revisions to that document;
(c)Resolutions adopted by the Board of Directors;
(d)The financial statement given to the Board of Directors;
(e) Agendas and informational materials for meetings of the Board of Directors;
(f) A list of the current Board members and Executive Director, and their addresses available for public inspection; and
(g) A copy of the organization's Annual Report.
ARTICLE 8- PROHIBITED ACTIVITIES
Section 1- Prohibited Transactions: No one connected with the organization shall, at any time, receive any of the net earnings or profit from the operations of the organization; provided that this shall not interfere with the organization's payment of reasonable compensation for services rendered to or for the organization. Neither the organization nor its Board, officer, or staff have any power to cause the organization to do any of the following with related parties (any person who has made a substantial contribution to the organization, or with a brother, sister, spouse, ancestor, or descendant of the person giving, or with a corporation controlled by the person giving):
(a) Make any substantial purchase of securities or other property, for more than adequate consideration in money or money's worth;
(b) Sell any substantial part of its assets or property, for less than an adequate consideration in money or money's worth.
Section 2- Prohibited Activities: No Board member, officer, staff member or representative of the organization shall take any action or carry on any activity by or on behalf of the corporation that is not permitted under section 501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may later be amended.
Section 3- Propaganda: No substantial part of the organization’s activities shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not intervene in any political campaign, including publishing or distributing of statements either on behalf of or in opposition to any political candidate for public office.
ARTICLE 9- INDEMNIFICATION
Section 1- Indemnification of Directors and Officers: To the fullest extent allowed by the laws of the state of North Carolina, including future amendments of those laws, the organization shall indemnify and hold harmless each Director and officer of the organization against any and all claims, liabilities and expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement, actually and reasonably incurred and arising from any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any such person shall have become subject by reason of having held such a position or having allegedly taken or omitted to take any action in connection with any such position, with the exception of the following:
(a) Any breach of such person’s duty of loyalty to the organization; Open Source Medical Software Bylaws (EIN 52-2455826)
(b) Any act or omission by such person not in good faith or which involves intentional misconduct or where such person had reasonable cause to believe his conduct was unlawful; or
(c) Any transaction from which such person derived any improper personal benefit.
Section 2- Determination of Entitlement: The decision concerning whether a Director or officer seeking indemnification has satisfied the provisions of Section 1 shall be made by a majority vote of a quorum of the Board of Directors who are not part of the action, lawsuit or proceeding.
Section 3- Indemnification of Employees and Agents: The Board of Directors may vote to indemnify and hold harmless employees and agents of the organization and former employees and agents, as the Board deems necessary.
ARTICLE 10- DISSOLUTION
Section 1- Procedure for Dissolution: Upon the dissolution of the corporation, the Board of Directors shall, after paying all the organization’s liabilities, dispose of all the corporation’s assets to organizations that qualify for tax-exempt status under Section 501(c)(3) of the United States Internal Revenue Code. Any assets the Board of Directors does not distribute will be distributed by the Superior Court of Catawba County, exclusively for such purposes or to such organizations, such as the court shall determine, which are organized and operated exclusively for such purposes, or to such governments for such purposes.
ARTICLE 11- AMENDMENTS AND CERTIFICATION
Section 1- Bylaw Amendments: These bylaws may be amended, when necessary, by a two-thirds majority vote of the Board of Directors. Proposed amendments must be submitted in writing to the Secretary and sent out at least two weeks prior to the meeting when the vote will take place.
Section 2- Certification: These bylaws were approved at a meeting of the Board of Directors by a unanimous vote on June 6, 2005.
__________________ Secretary Date
