Vasculitis Foundation Annual Membership Meeting
Sunday, October 9, 2016 . 9:30 a.m.
The Westin Chicago Northwest
400 Park Boulevard,  Itasca, Illinois  60143

AGENDA

  • President’s Report
  • Secretary’s Report
  • Treasurer’s Report
  • Election of the Board of Directors
  • Resolution to Adopt Third Amended and Restated Bylaws Vote

PROPOSED RESOLUTION TO THE VASCULITIS FOUNDATION BYLAWS
to Adopt Third Amended and Restated Bylaws of Vasculitis Foundation

The following Resolution is submitted to be considered by the members of the Vasculitis Foundation at its Annual Meeting on October 9, 2016 in Chicago. If adopted by the voting membership, the Third Amended and Restated Bylaws of Vasculitis Foundation will be duly adopted by the organization.

WHEREAS, the Vasculitis Foundation, previously known as the Wegener’s Granulomatosis Association, is presently governed by its
Second Amended and Restated Bylaws of WGA, which were implemented on January 5, 2005;

WHEREAS, these bylaws were passed and implemented prior to the filing of the Amendment of Articles with the Secretary of State and contain the name of the corporation as WGA;

WHEREAS, the WGA’s name was changed to the Vasculitis Foundation following a formal vote at the Annual Meeting held on October 15, 2005, with the filing of a Certificate of Amendment to the Articles of Incorporation, duly filed thereafter with the Secretary of State, thus resulting in the need to amend the Foundation’s bylaws to accurately state its name;

WHEREAS, although most organizations update their bylaws about every three years, it has now been well over a decade since the
Foundation’s bylaws have been updated;

WHEREAS, updating the bylaws by adopting the proposed Third Amended and Restated Bylaws of Vasculitis Foundation will cause the Foundation’s bylaws to be compliant with the Articles of Amendment on file with the Secretary of State;

WHEREAS, on April 21, 2007, the Board of Directors of the Vasculitis Foundation approved a policy change regarding the officer
election process whereby the Executive Committee was expanded by three non-officers for the Nominating Committee, transparency was increased, and the process was clarified, thus resulting in the need to amend the Foundation’s bylaws to incorporate the Board’s policy regarding the Executive Committee in Article VII, Section 7.2;

WHEREAS, on April 21, 2007, the Board of Directors implemented a new policy regarding Director’s terms of office, and the Staggered Terms of Directors provision of the current bylaws is no longer necessary due to the number of directors serving on the Board, thus resulting in the need to amend the Foundation’s bylaws to simplify Article V, Section 53(b) regarding Election and Terms of Office of Directors;

WHEREAS, on September 23, 2012, the Board of Directors updated the Duties of Secretary, and thereafter determined a change should be made such that the physical and/or digital storage of all records of the Foundation should be housed at the Foundation’s principal office rather than remain in the physical custody of the Secretary, thus resulting in the need to amend the Foundation’s bylaws in that regard in Article VIII, Section 8.12;

WHEREAS, on September 23, 2012, the Board of Directors passed a policy regarding accepted expense reimbursements, as revised from a prior meeting in 2006 when the organization was known as WGA, thus resulting in the need to amend the Foundation’s bylaws in that regard in Article VIII, Section 8.4;

WHEREAS, there is a recognized need to make some housekeeping revisions in order to correct a few typos, misspellings, punctuation, and unartful wording in the current bylaws, thus resulting in the need to amend the Foundation’s bylaws;

WHEREAS, in order to update and revise the current bylaws under which the Foundation is presently operating, the Board of Directors has caused to be prepared a document termed the Third Amended and Restated Bylaws of Vasculitis Foundation;

WHEREAS the Board of Directors of the Vasculitis Foundation requests a vote by the general membership and urges adoption of the proposed Third Amended and Restated Bylaws of Vasculitis Foundation;

THEREFORE, BE IT RESOLVED, the general membership of the Vasculitis Foundation has determined that the foregoing Resolution has merit and has approved such Resolution and hereby adopts the Third Amended and Restated Bylaws of Vasculitis Foundation as its governing bylaws.