WOMEN’S HEALTH LEADERSHIP TRUST
BYLAWS
This instrument constitutes the Bylaws of Women’s Health Leadership Trust (hereinafter the “TRUST”), a
Minnesota nonprofit corporation, adopted for the purpose of regulating and managing the internal affairs of
the TRUST.
ARTICLE ONE: MEMBERSHIP
1.1
Membership Eligibility.
Women who are, seek to be, or have been involved in a leadership position in a health care organization or
related profession, and who have met the requirements for membership as set forth from time to time by the
Board of Directors, are eligible to be Members of the TRUST.
1.2
Members.
Members do not have voting rights. Members of the TRUST are eligible to serve on the Board and
Committees of the TRUST. Members are eligible to participate in the educational and other programs of the
TRUST.
1.3
Member Dues.
Members shall pay dues, as established from time to time by the Board of Directors. The Treasurer shall
oversee the dues collection process. The Board of Directors may terminate the membership of persons who
fail to pay dues.
1.4
Annual Member Meeting.
The Members shall meet annually at such date, time and place as may be fixed by the Board of Directors
from time to time, for the purposes of reporting regarding the business of the TRUST to the Members and to
announce newly elected directors and officers of the TRUST.
ARTICLE TWO: BOARD OF DIRECTORS
2.1
General Powers.
The business and charitable affairs of the TRUST shall be managed by or under the direction of a Board of
Directors elected by the affirmative vote of a majority of directors present at a duly held meeting. The Board
of Directors shall have primary responsibility for overseeing the activities of the TRUST, including
determining the major programs to be carried out by the TRUST, engaging in long-range planning for the
TRUST, effectuating the mission of the TRUST and approving the annual budget for the TRUST.
2.2
Number, Qualifications and Election of Directors.
The Board shall consist of not fewer than nine (9) or more than twenty (20) directors. The Board shall
consist of the four (4) officers and such number of other directors as determined from time to time by the
Board. Directors must be Members. The Board shall elect directors after consideration of a slate of
nominees put forward by the Nominating Committee, pursuant to Section 4.4 of these Bylaws.
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2.3
Term of Office.
Directors shall generally serve for an initial term of three (3) years (a “full term”), with such term expiring at
the adjournment of the annual meeting of the members in the appropriate year, or until her earlier death,
disqualification, resignation or removal. Directors may serve no more than two consecutive three-year
terms. Terms of the directors who are not officers shall be staggered so that as nearly as possible, the terms
of one-third (1/3) of such directors expire each year; terms may be adjusted (to be less than a “full term”) by
the Board as necessary to maintain such staggering of terms.
2.4
Removal, Resignation, and Filling Vacancies.
The Board may, by the affirmative vote of two-thirds (2/3) of the disinterested directors then holding office,
remove a director with or without cause. Any director may resign at any time by giving written notice to the
TRUST. The resignation of a director is effective without acceptance and when the notice is given to the
TRUST, unless a later effective time is specified in the notice.
Should a vacancy occur for any reason, including an increase in the size of the Board, the Executive
Committee may fill the vacancy and such individual elected shall serve for the remainder of the unexpired
term. With respect to vacancies resulting from an increase in the size of the Board, such additional directors
shall serve for terms established by an affirmative vote of the Board, not to exceed three (3) years, so that the
staggering of terms described in Section 2.3 above is maintained.
2.5
Voting Rights of Directors.
Each director shall be entitled to one (1) vote on all matters before the Board. There shall be no voting by
proxy.
2.6
Meetings.
Regular meetings of the Board shall be held at such frequency, time, and place as the Board shall from time
to time determine. Special meetings of the Board for any purpose or purposes may be called by the
President, Vice President, or any three (3) or more directors.
At each meeting of the Board, the President or, in her absence, the Vice President or, in her absence, any
officer shall preside. The Secretary or, in her absence, any individual whom the President shall appoint, shall
act as secretary of the meeting.
Board members are expected to attend all Board meetings.
2.7
Place of Meetings.
The Board may hold its meetings at such place or places, within or without the State of Minnesota, as it may
from time to time determine.
2.8
Notice of Meetings.
Notice of any meeting of the Board shall be sent to each director, addressed to the director at her residence or
usual place of business, or delivered personally or by telephone, facsimile transmission, or electronic
transmission. The notice shall state the time and place of the meeting but need not state the purposes thereof.
If personally delivered or communicated by telephone, facsimile, or electronic transmission, such notice
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shall be delivered at least two (2) days prior to the meeting. If the day or date, time and place of a meeting of
the Board have been announced at a previous meeting of the Board, no notice is required. Notice of an
adjourned meeting of the Board need not be given other than by announcement at the meeting at which
adjournment is taken.
2.9
Quorum.
At least fifty percent (50%) of all the directors then holding office shall constitute a quorum at any meeting
of the Board. The act of the majority of the directors present at any meeting at which a quorum is present
shall be considered the act of the Board. In the absence of a quorum, a majority of the directors present may
adjourn any meeting from time to time until a quorum is present. If a quorum is present when a duly called
or held meeting is convened, the directors present may continue to transact business until adjournment, even
though the withdrawal of directors originally present leaves fewer than the number otherwise required for a
quorum.
2.10
Meetings by Means of Remote Communication.
Directors may participate in a meeting through the use of any means of remote communication, as long as all
individuals participating in such meeting are able to participate with every other individual. Participation in
a meeting pursuant to this section constitutes presence in person at such meeting.
2.11
Written Actions.
An action required or permitted to be taken at a meeting of the Board may be taken without a meeting by a
written action signed, or counterparts of a written action signed in the aggregate, or consented to by
authenticated electronic communication in the aggregate, by the number of directors that would be required
to take the same action at a meeting of the Board or of the committee at which all directors were present.
2.12
Compensation.
Directors shall receive no compensation for services rendered to the TRUST in their capacities as directors
and, where applicable, as members of committees of the TRUST. Notwithstanding the foregoing, directors
may be employed by the TRUST and paid reasonable compensation for those services other than their duties
as director. In any event, directors may be reimbursed for such reasonable expenses necessarily incurred by
them in rendering such services as the Board may from time to time determine to be directly in furtherance
of the purposes of, and in the best interests of, the TRUST.
ARTICLE THREE: OFFICERS
3.1
Officers.
The officers of the TRUST shall consist of a President, a Vice President, an Immediate Past President, a
Secretary, and a Treasurer. All officers must be directors, shall have been Members of the TRUST for at
least one (1) year and shall not hold more than one (1) office.
3.2
Election, Removal, and Vacancies.
The Vice President, Secretary and Treasurer shall be elected by the Board prior to the Annual Board
Meeting. The Vice President succeeds automatically to the office of President following the Vice
President’s term as Vice President without the need to stand for election. The President succeeds
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automatically to the office of Immediate Past President following her term as President. Officers shall serve
for one-year terms or until her successor shall be elected and qualified to serve.
Any director who is removed pursuant to Section 2.4 of these Bylaws and who is also an officer shall as of
the date of removal be considered to have been removed as an officer. Any vacancy in any office caused by
the death, resignation, removal, disqualification or otherwise of director shall be filled by the Executive
Committee.
3.3
President.
The President shall serve as the chief executive officer of the TRUST. Except in unusual circumstances, the
President shall have served as Vice President prior to being elected as President.
The President shall have general active management of the business and affairs of the TRUST and shall have
the necessary authority and responsibility to operate the TRUST in all of its activities, subject to such
policies as may be adopted and such orders as may be issued by the Board or by any of its committees to
which the Board has delegated power for such action. She shall act as the duly authorized representative of
the Board in all matters in which the Board has not formally designated some other person to so act, and
shall possess the power to sign all certificates, contracts, or other instruments of the TRUST when she is so
authorized by the Board. The President shall develop mechanisms to implement the policies established by
the Board and ensure that all orders and resolutions of the Board are carried into effect. The President shall
exercise and perform such other powers and duties as may be prescribed by the Board from time to time.
The President is generally responsible for promoting ideas and policies to the Board and membership, in
keeping with the mission and goals of the TRUST. In addition, the President is specifically responsible for
the following:
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3.4
Serve as the representative of the TRUST at official functions.
Preside at the annual member meeting, at meetings of the Board of Directors, and of the Executive
Committee.
Except where otherwise noted, appoint the members of all committees.
Serve as an ex-officio member of every TRUST committee.
Convene the Nominating Committee and Chair the Nominating Committee for the purpose of
providing a slate of candidates for open director and officer positions.
Initiate annual strategic planning process with financial review and budget.
Along with the Treasurer, sign contracts with external parties.
Vice President.
In the absence of the President or in the event of the President’s disability, inability, or refusal to act, the
Vice President shall perform all of the duties of the President and, when so acting, shall have all of the
powers of the President. The Vice President shall exercise and perform such other powers and duties as may
be prescribed by the Board from time to time.
The Vice President shall serve on the Nominating Committee.
3.5
Treasurer.
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The Treasurer shall be responsible for oversight of the funds of the TRUST. Acting under the direction of
the Board, the Treasurer shall see that a true and accurate accounting of the financial transactions of the
TRUST is made and that reports of such transactions are presented to the Board regularly. The books of
account shall at all times be open to inspection by any director of the TRUST. The Treasurer shall be
charged with safeguarding the assets of the TRUST in accordance with the established policies of the Board.
The Treasurer shall exercise and perform such other powers and duties as may be prescribed by the Board
from time to time.
The Treasurer advises the TRUST on the financial implications of its decisions as appropriate, and is
specifically responsible for oversight of the following:
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3.6
Development of the annual budget of the TRUST, based on the annual budgets individually
submitted to the Treasurer by each standing and ad hoc committee.
Maintenance of all TRUST financial records.
Collection of fees and dues levied by the Board.
Filing required annual state and federal tax reports.
Payment of TRUST debts.
Providing periodic reports on the financial status of the TRUST to the Board of Directors.
Along with the President, sign contracts with external parties.
Secretary.
The Secretary shall generally oversee maintenance of the records of the TRUST and keep or cause to be kept
at the registered office or at such other place as the Board may order, a book of minutes of all meetings of the
Board, the name(s) of those present at the Board meetings, and the proceedings thereof. The Secretary shall
ensure that notice of all meetings of the Board required by these Bylaws or by law is given, and shall
exercise and perform such other powers and duties as may be prescribed by the Board from time to time.
ARTICLE FOUR: COMMITTEES
4.1
Committees Generally.
The Board may, by resolution, create such committees as it sees fit. Committees shall exercise such power
and carry out such functions as are designated in these Bylaws or as may be determined or delegated by the
Board pursuant to resolutions adopted from time to time. Committees of the Board shall be standing or
special. Each committee may have a chair or co-chair as appointed by the Board. In addition, the President
shall be an ex-officio member of all standing committees. Each standing committee shall be discharged
when a new committee is appointed for the same task. Each committee shall have the membership, rights,
powers, authority, duties, and responsibilities from time to time determined by the Board, but shall have no
power to act except as specifically directed by the Board, and shall at all times be subject to the direction and
control of the Board.
Each standing committee shall be responsible for developing an annual work plan based on the mission and
goals of the TRUST. Each committee shall also be responsible for developing an annual budget, which shall
be submitted to the Board of Directors at the first meeting following the Annual Meeting.
4.2
Executive Committee.
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If the Board establishes an Executive Committee, the Executive Committee shall include the President, the
Vice President, the Treasurer, the Secretary, and the Immediate Past President. The Executive Committee
shall have the authority of the Board in the management of the business of the TRUST in the interval
between Board meetings, and the Executive Committee shall at all times be subject to the control and
direction of the Board. The Executive Committee shall have such other duties as may be prescribed by the
Board from time to time.
4.3
Finance Committee.
The Finance Committee shall prepare the budget for Board approval, monitor monthly results, and provide
analysis and/or make recommendations as needed.
4.4
Nominating Committee.
The Nominating Committee shall be responsible for identifying and nominating a slate of nominees to
replace the directors whose terms are expiring, for nominating individuals to serve as officers of the TRUST,
for nominating individuals to serve on committees as requested by the President, and for performing such
other nominating functions as set forth in these Bylaws or as the Board may from time to time direct.
The Nominating Committee shall be comprised of the President, Vice President, the Immediate Past
President and up to three other TRUST Members appointed by the President. The President is the Chair of
the Nominating Committee.
The Nominating Committee shall establish a formal process to solicit nominations for director, officer and
committee positions from directors, committee members and others within the TRUST. When nominating
individuals, the Nominating Committee shall consider each individual’s demonstrated willingness to accept
responsibility for the governance of the TRUST and her availability to participate actively in the governance
activities of the TRUST, and shall select individuals who bring a variety of interests and expertise to the
TRUST.
4.5
Membership Committee.
The charge of the Membership Committee is:
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4.6
Develop and implement activities to attract new members. The committee will set an annual
membership goal based on the optimal number of members as determined by the Board of Directors.
On an annual basis, review new member materials and the new member application process.
Recommend changes to the Board of Directors as needed.
Develop and implement activities to retain current members by creating an environment that
facilitates current members’ comfort within the organization.
Assist the Treasurer with member billing and payment issues.
Internal (Member) Communications.
The Internal Member Communications Committee is responsible for ongoing communication strategies and
tools to keep members informed and engaged with the association and to promote membership value. The
Committee will develop a communication plan each year (in collaboration with other TRUST committees
and the association management company). The annual plan will include measurable goals and strategies,
content calendar, communication vehicles/tools, timeline and budget.
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4.7
External Relations/PR.
The External Relations/PR committee creates visibility for the TRUST among prospective members,
companies/employers and key constituents, suppliers, partners and media. The Committee will work closely
with a public relations partner that will be selected by the Board. The Committee will support other TRUST
committees, the Forum, etc. as needed. Each year, a proactive PR plan will be developed to drive greater
awareness and community/corporate engagement, build industry thought leadership and support membership
growth and retention.
4.8
Programming Committee.
The Programming Committee shall develop TRUST programs that encourage member participation and
provide value to attendees. Programs are selected based on subject matter that drives member engagement,
contributes to personal and professional development, and provides education on current and future health
care matters that impact the health of our members and our community. Each program includes
opportunities for networking.
The Programming Committee also consists of the following subcommittees:
Special Events Committee
Plans and coordinates the logistical components of two TRUST special events:
 Annual “Networking on the Water” boat cruise
 Holiday Party & Charity Event
The Forum Committee
The Forum Committee is responsible for the planning and execution of the TRUST’s most prestigious event
honoring women leaders and providing valuable networking.
4.9
Meetings, Quorums, Manner of Acting, and Vacancies.
Except as otherwise provided in these Bylaws, meetings of a committee shall be held on the call of the
President, the chair of the committee, or any two (2) members of the committee. Notice of every meeting of
a committee shall be given as provided in Section 2.8 hereof, unless notice is excused in accordance with
Section 2.8 hereof or waived in accordance with Article V hereof. Except as otherwise provided in these
Bylaws, a majority of the total number of members of a committee with an odd number of members, or onehalf (1/2) of the total number of members of a committee with an even number of members, as the case may
be, shall be required to constitute a quorum for the transaction of business at any meeting of the committee.
The act of a majority of the members of the committee present at any meeting at which a quorum is present
shall be the act of the committee. Each committee shall keep minutes of its meetings and submit such
minutes to the Board.
4.10
Meetings by Means of Remote Communication and Written Actions.
Committee meetings shall be conducted and written actions may be taken according to the provisions of
Sections 2.10 and 2.11 hereof.
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ARTICLE V: WAIVER OF NOTICE
Whenever any notice whatsoever is required to be given by these Bylaws or the Articles of Incorporation of
the TRUST or any of the corporate laws of the State of Minnesota, such notice may be waived orally or in a
writing signed by the individual or individuals entitled to said notice, whether before, at, or after the time
stated therein, or before, at, or after the meeting. A director or committee member, by her attendance at any
meeting of the Board or such committee respectively, shall be deemed to have waived notice of such
meeting, except where the director or committee member objects at the beginning of the meeting to the
transaction of business because the meeting is not lawfully called or convened and does not participate
thereafter in the meeting.
ARTICLE VI: STANDARD OF CARE AND CONFLICTS OF INTEREST
6.1
Standard of Care.
It is the responsibility of each director and officer of the TRUST to discharge her duties as a director in good
faith, in a manner the director reasonably believes to be in the best interests of the TRUST, and with the care
an ordinarily prudent person in a like position would exercise under similar circumstances.
6.2
Conflicts of Interest.
The Board of Directors shall adopt and maintain a Conflict of Interest Policy to govern the TRUST.
ARTICLE VII: INDEMNIFICATION
The TRUST shall indemnify each director, officer, agent, or committee member, and other individuals for
such expenses and liabilities, in such manner, under such circumstances and to such extent as permitted by
Minnesota Statutes Chapter 317A.
ARTICLE VIII: AMENDMENTS
The TRUST’s Articles of Incorporation may be amended or restated, and these Bylaws may be amended,
repealed, or new Bylaws may be adopted only by the affirmative vote of a majority of the total number of
directors then holding office.
The foregoing Bylaws of the TRUST were initially approved by the Board of Directors of the TRUST at a
duly called meeting held on May 7, 2003 and by the members of the TRUST at a duly called meeting of the
members held on June 3, 2003 to be effective upon the filing of the Articles of Incorporation with the
Minnesota Secretary of State.
These Bylaws are revised effective: _________________, 2014.
WOMEN’S HEALTH LEADERSHIP TRUST
By:
Secretary
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