BYLAWS OF THE SEX AND GENDER WOMEN’S HEALTH COLLABORATIVE
ARTICLE I. IDENTITY
Section 1. Name:The name of the collaborative is the SEX AND GENDER WOMEN’S HEALTH COLLABORATIVE, hereinafter called the SGWHC.
Section 2. Principal Office:The executive office of the SGWHC is located at:
1100 E. Woodfield Road, Suite 350, Schaumberg, Il 60173
Section 3. Term:The period of SGWHC’s duration is perpetual.
ARTICLE II. PURPOSE
Section 1.The corporation has been organized to operate exclusively for charitable and educational purposes. The specific purpose of the SGWHC is to establish and develop sex and gender competency in all medical institutions and across all health professions by providing readily accessible sex and gender specific curricular materials and educational resources and to facilitate their adaptation and adoption into medical curricula and training.
Integration of sex and gender knowledge into medical education and practice to improve healthcare for all.
The SCWHC vision will be fulfilled by:
- Provision of a digital library of evidence-based sex and gender resources to healthcare professionals
- Increasing awareness that sex and gender influence health outcomes
- Collaborating with health professionals, teaching institutions, professional organizations, researchers, and government agencies committed to this Vision.
Section 2. The corporation shall not participate in, or intervene in (including the publishing or distributing of statements) any political campaign on behalf of any candidate for public office. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except to the extent permitted by law for nonprofit tax-exempt organizations.
Section 3. No officer, trustee, director, employee of, or member of a committee of or person connected with, the corporation or any other private individual, shall receive any of the net earnings or pecuniary profits from the operations of the corporation; provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the corporation in effecting any of its purposes as shall be fixed by the Board of Directors; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation. All directors and officers shall be deemed to have expressly consented and agreed that, upon such dissolution or winding up of the affairs of the corporation, after all debts have been satisfied, such assets then remaining in the hands of the Board of Directors shall be distributed, transferred, conveyed, delivered and paid over, in such amounts as the Board of Directors may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific literary, or educational organizations which would then qualify under the provisions of Section 501 (c)(3) of the Internal Revenue Code of 1986 and its regulations as they may exist or as they may hereafter be amended, provided, however, that the purpose of any such organization must be found to be consistent with the purposes of the corporation.
ARTICLE III. ORGANIZATION
The corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law). In furtherance of this purpose, the collaborative shall:
- Encourage and support basic and clinical research and educational activities in the area of sex and gender specific health;
- Develop models of clinical practice, medical education, biopsychosocial research and organizational development that include explicit attention to sex and gender based knowledge, skills, and values and a firm commitment to the health and well-being of all individuals;
- Receive from and allocate contributions to, within the discretion of the Board of Trustees, any organization organized and operated exclusively for charitable or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986; and
- Perform any other activities or services to the extent permitted by Section 501(c)(3) of the Internal Revenue Code of 1986, except that the Collaborative shall not engage in the practice of medicine.
ARTICLE IV. STRUCTURE
Section 1. Institutional Collaborators. Various categories of Collaborators are defined below.
- Founders: Designation as Founder includes the organizations which originally established the organization by financial or in-kind support. These Founders include:
- The Foundation of Women’s Health (FWH)
- The American Medical Women’s Association (AMWA)
- The Society for Women’s Health Research (SWHR)
- Associate Organizational Collaborator: Designation of Associate Organizational Collaborator is based upon interest and support of the science of sex and gender specific health. These organizations recognize that high quality healthcare must account for sex and gender factors in the delivery of preventive, assessment, and management strategies for optimal clinical care. Associate Organizational Collaborators are directly involved in health professions education, health care delivery, women’s health advocacy, or other fields which support the science of sex and gender specific health.
- Affiliate Organizational Collaborator: Designation of Affiliate Organizational Collaborator is based upon interest and support of the science of sex and gender specific health. Affiliate Organizations are community or corporate partners, which support the mission and vision of the SGWHC.
Section 2. Individual Members
- Full Member: Designation of Full Member is based upon academic interest and support of the science of sex and gender specific health. They will make application for membership by visiting the website at www.SGWHC.org , supplying their email address and verifying their interest in sex and gender specific health. Full members are faculty, students, trainees, researchers, and practitioners who provide care to patients, and who plan to utilize and/or build the materials on the website.
- Associate Members: Designation of Associate Member is based upon interest in the science of sex and gender specific health. Associate Members include professionals in areas other than healthcare who promote the mission and vision of the Collaborative. (i.e., marketing, communications, IT)
- Affiliate Members: Designation of Affiliate Member is based upon interest in the science of sex and gender specific health. Affiliate members include non-professional advocates of sex and gender specific health, and members of the general public who wish to use the materials on the website.
Section 3. Benefits and Responsibilities of Members
- Benefits: Members may cite their SGWHC affiliation and they will be listed as members on the SGWHC website.
- Responsibilities: Individual members are expected to lend their expertise in sex and gender-specific health to SGWHC-sponsored events such as symposia or media requests.
ARTICLE V. GOVERNANCE
Section 1. Board of Directors: The Board of Directors will consist of 8-12 members, including one representative from each of the three Founding Organizations. These members will represent a broad cross-section of backgrounds and experience, with attention to providing needed resources for the organization.
Section 2. Term of Office. Except for the representatives of the Founders, members of the Board of Directors will be elected for 2 year terms by the then-existing Board of Directors.
Section 3. Officers. Board Chair, Vice-Chair, Secretary and Treasurer will be elected by the Board of Directors and serve rolling two-year terms. (See Article VI)
Section 4. Quorum. At all meetings of the Board of Directors, a majority of the then elected and sitting Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. If at any meeting, there is less than a quorum present, a majority of those present may adjourn the meeting without further notice to any Directors.
Section 5. Telephone Attendance. Any or all directors may participate in a meeting of the Board of Directors or a committee of the Board by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another and such participation shall constitute presence in person at the meeting.
Responsibilities of the Board of Directors:
- Determine its mode of operation and conduct of business including frequency of meetings, order of business, meeting minutes, and scope of business within these bylaws.
- Provide direction and support with potential donors and donation opportunities at the direction of the Development Committee and Finance Committee.
- Board members will be expected to contribute financially to the organization, an amount commensurate with their ability to pay.
Section 3. Executive Committee: The Executive Committee will be created from within the Board of Directors, and consists of the SGWHC Executive Director, Board Chair and Vice Chair, Treasurer, Secretary, and up to two at large members. The Executive Committee shall meet no less than quarterly and shall act for the corporation in all matters not in conflict with the policies and expressed wishes of the Board of Directors. The term of service for the officers will be on a rolling two year schedule with the intention of the Vice Chair replacing the Chair, for a 4 year term.
Responsibilities of the Executive Committee: The Executive Committee will manage the business and financial affairs of the SGWHC, oversee all programs, research issues or activities, and prepare recommendations for the Board of Directors. It oversees operations of the board and acts on behalf of the board during activities that occur between meetings. It performs duties that are not otherwise delegated to the Board of Directors, including, but not limited to, the governance of the following:
- Conduct and oversight of the grant process.
- General governance of SGWHC.
- Conduct and oversight of educational programs sponsored by the SGWHC.
- Appointment and oversight of subcommittees as deemed necessary.
- Record regular minutes of meetings.
- Review and submit finances and quarterly reports to the Board of Directors.
- Approve and authorize members to the project.
Section 3. Other Committees of the Board: SGWHC will have a number of committees, whose members assist with the activities of the organization. A chairperson is appointed by the Executive Director with the consent of the Board of Directors. Committee members may be volunteer, be invited by the Executive Committee, or serve at the request of the committee chair. Other committees may be formed at the discretion of the Executive Committee, or as required by the Board of Directors. Initial committees include:
- Professional Education Committee
- Scholarship/Publication Committee
- Information Technology Committee
- Finance Committee
- Development Committee
- Outreach Committee
Term of Service: Initial term of service for committee chairs will be 2 years.
ARTICLE VI. OFFICERS
Section 1. The officers of the corporation shall be chosen by the Board of Directors. Officers may, but need not, be SGWHC Directors.
Section 2. All of the officers of the corporation shall hold their offices for such terms and shall exercise such powers, perform such other duties and receive such compensation as shall be determined by the Board of Directors. Directors shall serve staggered two (2) year terms. A Director may serve two consecutive terms and may be reelected as a Director after not serving as a Director for at least one calendar year. The position of Chair and Vice Chair will be appointed in even years (with the understanding that the Vice Chair will assume the Chair position for the subsequent 2 year period), and the position of Secretary and Treasurer will be appointed in odd years. The length of terms for the Directors can be amended by a majority vote at the discretion of the board.
Section 3. Except in the event of resignation or removal, the Officers of SGWHC shall hold office until their successors are chosen and qualified. Any Officer of the corporation may be removed at any time by a majority of the Board of Directors in office. Any vacancy occurring in any office of the corporation may be filled by the Board of Directors.
Section 4. Election and Term of Office. The officers shall be elected for a term of two years by the Board of Directors. However, an officer may serve two consecutive terms in any one office and may be elected to another office for additional terms. The Chair shall be the person completing a term of office as Vice-Chair.
Section 5. Vacancies. In case any office of the Corporation becomes vacant by death, resignation, retirement, disqualification, or any other cause, the majority of the Directors then in office may elect an officer to fill such vacancy, and the officer so elected shall hold office through the completion of the vacant term or until the officer’s successor is duly elected and qualified.
ARTICLE VII. CONFLICTS OF INTEREST
Section 1. Good Faith. Directors shall exercise the utmost good faith in all transactions touching upon their duties to the corporation and its property. In their dealings with and on behalf of the corporation, they are held to a strict rule of honest and fair dealing between themselves and the corporation. They shall not use their position as directors, or knowledge gained therefrom, to their personal financial benefit and to the detriment of the corporation.
Section 2. Exclusion from Voting. Any director having a duality of interest or possible conflict of interest on any matter must disclose such in the course of the meeting or beforehand and shall not vote or use his/her personal influence directly or indirectly concerning the Board or any other committee of the corporation, although he or she may be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect that a disclosure was made, the abstention from voting, and the status of the quorum. Any board member may raise an issue as to whether or not another member has a conflict of interest with respect to any matter coming before the board. In such case, the board shall decide whether or not the conflict does exist, and, if a majority of the board present at the meeting determines that a conflict does exist, the member shall be excluded from voting. The member shall not be entitled to vote with respect to whether he or she has a conflict of interest. If at a later date it is revealed that a conflict of interest existed that was not revealed, the matter may be reexamined and a new vote taken.
Section 3. Statements of Position. The foregoing sections shall not be construed as preventing a director from briefly stating his or her position to the board or a committee of the board concerning a matter in which he or she has a duality or possible conflict of interest, or from answering pertinent questions of other directors concerning the matter since his or her knowledge may be of great assistance to the board.
Section 4. Compliance. Any director who does not comply with these standards shall be removed from the board.
ARTICLE VIII. INDEMNIFICATION
Section 1. Unless expressly prohibited by law, the corporation shall indemnify any person made a party to an action, suit or proceeding (whether civil, administrative or investigative) by reason of the fact that such person is or was a SGWHC director, officer, employee or agent of the corporation or serves or served any other enterprise at the request of the corporation, against all expenses (including attorney’s fees), judgements, fines and amounts paid or to be paid in settlement incurred in connection with such action, suit or proceeding, except in relation to matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for gross negligence or misconduct in the performance of a duty. The corporation, however, shall have no obligation to indemnify any person beyond the limits of liability of any insurance policy or policies that the corporation maintains on behalf of the corporation or on behalf of such person.
ARTICLE IX. AMENDMENTS
Section 1. Amendment of Bylaws. These bylaws may be altered, amended, or repealed, or new bylaws may be adopted, at any meeting of the board, by a vote of a majority of the directors in office. At least 10 days written notice must be given to the directors of the intention to take such action at such meeting.