Section 1. Membership in the MCSA shall consist of individuals who are stroke survivors, their family members or other caregivers, and any other individuals interested in advancing the objectives of the MCSA. Organizations sharing our objectives may also become members upon approval by the Board of Directors.

Section 2. Members may belong to MCSA chapters which met at various locations in Montgomery County, Maryland.

Section 3. A list shall be maintained of those members who wish to receive information about the MCSA’s activities through its monthly newsletter (the Communiqué) or otherwise.

Article 2. Chapters

Section 1. Chapters shall consist of MCSA members who meet at periodic intervals at specific locations throughout the County and who request becoming a chapter of MCSA.

Section 2. A chapter may originate as a number of individuals whose interests are the same as that of MCSA. The MCSA Board shall decide whether to accept the group as a new chapter.

Section 3. Each chapter shall choose a Chairperson, a Vice-Chairperson, and such other officers as it may desire. Each chapter shall be represented on the Board by its Chairperson as a Director on the Board.

Section 4. At their meetings, MCSA chapters shall engage in programs intended to advance the well-being of stroke survivors and caregivers by offering peer and/or professional support, and opportunities to exchange views and engage in social activities.

Section 5. Finances

Subsection a. Within 30 days of the beginning of each fiscal year (which is a calendar year), each chapter shall submit to the Board of Directors an itemized budget of expected expenses for the new fiscal year.

Subsection b. After the Board’s review and approval, the chapter shall be free to make expenditures consistent with its budget without requesting further authorizations.

Article 3. Structure and Functions

Section 1. In General

The MCSA fiscal year shall be a calendar yar (beginning on January 1 and ending on December 31). The organizational structure of the MCSA shall consist of:

• The Board of Directors, including officers (President, Vice President, Treasurer, Recording Secretary, and Corresponding Secretary)

• Chapters

• Standing Committees

• Ad hoc (or special) committees

• Advisory Council

Section 2. Board of Directors

Subsection a. The Board of Directors (hereafter referred to as the Board) shall consist of: the President, Vice-President, Treasurer, Recording Secretary, Corresponding Secretay, Chapter Chairpersons, Chairpersons of Standing Committees, and Directors-At-Large. A former President, after written request to the Board, may become a Director ex officio for 12 months from the date of approval by the Board.

Subsection b. The Board shall meet once a month. The terms of office shall be for one fiscal year.

Subsection c. The Board is the Governing Body of MCSA. It sets policy, and each officer, chapter chairperson, director-at-large and committee chairperson is responsible to it.

Subsection d. A majority of the Board shall constitute a quorum necessary to conduct the business of the Board. Each member of the Board has one vote; the President shall vote only to break a tie. Each married couple shall have only one vote. If one member of the couple becomes president of the Board, the other member of that couple shall have one vote unless the president's vote is needed for the purpose of breaking a tie vote.

Subsection e. Each Director shall be expected to attend during the year at least six meetings of the Board. Should a Director be unable to attend, the Director shall notify the President in advance of the meeting and shall send a representative who is empowered to discuss but not to vote. If a Board member misses over six meetings (during the one-year term), he or she cannot be on the Board and will be disqualified from running for the Board the following year.

Subsection f. Resignation or Removal of a Board Member of Chapter Chairperson

• Any Board member or Chapter Chairperson may resign by providing a written statement to the President.

• Board members or Chapter Chairpersons who are unable to fulfill their duties or who violate the terms of these Bylaws may be removed from their positions after due consideration and a majority vote of approval by the Board.

• Board members or Chapter Chairpersons who are removed from office or who resign for reasons unrelated to their health or relocation shall not be eligible to serve as a Board member or Chairperson for the duration of their intended term.

• The MCSA membership and other individuals or entities that are affiliated with or interact with the MCSA shall be promptly and appropriately notified in writing when a Board member or Chairperson has resigned or has been removed from office.

• Any vacancies created by Board members or Chairpersons who resign or are removed shall be filled by appropriate Board action, including nominating a replacement and voting approval.

Section 3. Functions of the President. The President shall:

Subsection a. Arrange for facilities for monthly meetings of the Board and preside over these meetings in accordance with Robert’s Rules of Order, except when superseded by these Bylaws.

Subsection b. Set the agenda for meetings of the Board, including items requested by other members of the Board or any MCSA member at least one week in advance.

Subsection c. With concurrence of the Board, appoint committees and committee chairpersons.

Subsection d. Represent the MCSA, its purposes and programs at public venues, or designate others approved by the Board when possible, to represent the Association.

Section 4. Functions of the Vice President. The Vice President shall:

Subsection a. Act for the President, as needed, when the President is unavailable or unable to perform his/her duties.

Subsection b. Assist the members of the Board and Committees, as needed.

Section 5. Functions of the Treasurer. The Treasurer shall:

Subsection a. Maintain clear, accurate, and comprehensive records of all income, expenses, and investment items.

Subsection b. Provide at each meeting of the Board a written financial statement as of the first of the month, covering all transactions during the previous month.

Subsection c. Pay bills and deposit income on a timely basis.

Subsection d. File, on a timely basis, all Federal and State tax and regulatory forms.

Subsection e. Participate in the Association’s Budget and Finance Committee.

Subsection f. Notify the Corresponding Secretary of donations to be acknowledged.

Subsection g. Prepare a written annual financial statement covering MCSA’s most recent fiscal year.

Section 6. Board Members-At-Large. These Board members shall provide to the officers a broader base of opinion and experience in the decision-making process. They also shall provide leadership in the implementation of decisions.

Section 7. Advisory Council. The Advisory Council shall consist of the three Board officers (President, Vice-President, and Treasurer) plus the Chapter Chairpersons. Its function shall be purely advisory; it may make recommendations to the Board of Directors, and it may be convened by the President at his/her discretion.

Section 8. Committees

Subsection a. Various standing and ad hoc committees shall be authorized, as the Board deems necessary to carry out the work of the Association. Each committee shall consist of two or more members whose chairperson shall be appointed by the President.

Subsection b. Standing Committees may be created for, but not limited to the following subjects: Budget and Finance, Education, Outreach, Program, Independent Contractor (see Article 5).

Subsection c. Budget and Finance Committee. This committee shall be composed of the Treasurer and at least two or other members who shall be appointed by the President and approved by the Board. It shall be the duty of the committee to prepare a budget for the fiscal year and present it to the Board for approval and then to the membership by publishing in the Communiqué. The committee may from time to time submit revisions to such budget from the current fiscal year, which may be adopted by the Board.

Section 9. Recording and Correspondence Secretaries

Neither of the Secretaries are Directors.

Subsection a. Recording Secretary. The Secretary shall record the minutes of the Board meetings in an accurate, objective and complete manner.

Subsection b. Corresponding Secretary. The Secretary shall appropriately acknowledge donations made to MCSA in a timely fashion, and provide notes of condolence, sympathy or cheer, when informed of the need.

Article 4. Election of Officers and other Directors of the Board

Section 1. Nomination/Election Committee

At its regular February meeting, the Board shall appoint a committee consisting of the President, as Chairperson, plus a representative of each chapter, to act as a Nominating/Election committee. The Committee shall be charged with presenting a slate of nominees for the upcoming year. No nominee for these positions may be an employee of, or under contract to, MCSA. The slate shall consist of nominees for the Board of Directors as a whole rather than nominees for specific offices. Members of the newly elected and installed Board shall select their own officers.

Section 2. At the regular April meeting of the Board, the Committee shall provide its recommended slate. Upon review and approval, the Board shall authorize the printing and mass mailing of ballots to all MCSA members. The objectives of the mailing are:

• Inform the membership.

• Get ballots into the hands of the membership by May 1.

• Provide for additional nominations from the membership.

Section 3. At their May meetings, Chapters will vote on the slate. By June 1, the Committee shall receive ballots from members who have not previously voted.

Section 4. There shall be no write-in ballot nominations and no nominations from the floor at chapter elections. Interested MCSA members may attend Board meetings, where their comments can be expressed.

Section 5. At its regular June meeting, the Board will officially recognize the new members of the new Board.

Section 6. The new Board and officers will assume their duties on July 1.

Article 5. Independent Contractors

Section 1. The Board of Directors shall be empowered to contract with one or more independent contractors to carry out functions as authorized by the Board. These functions may include, but are not limited to, the following:

• Facilitating MCSA’s support groups for stroke survivors and/or their families or other caregivers (usually provided by mental health professionals such as clinical social workers or psychologists) and traditional or computer-aided speech language therapy groups (provided by license and experienced Speech-Language Pathologists)

• Designing, developing and editing the website

• Obtaining grants and other funding

• Producing the Communiqué and electronic newsletter

• Updating the membership list

• Taking the minutes at Board meetings and preparing them for distribution to Board members.

Section 2. Contractors may be requested by the President to participate in Board deliberations, but they are not empowered to vote.

Article 6. Conflict of Interest Policy

Section 1. The MCSA, its constituent parts, and all officers, directors, chapter chairpersons, council and committee members, and independent contractors scrupulously shall avoid any conflict between their respective personal, professional or business interests and the interests of the Association, in any and all actions taken by them on behalf of the Association in their respective capacities. The Board is authorized to take appropriate action if it feels that this Conflict of Interest Policy is not being observed.

Section 2. Specifically, MCSA’s Officers and other Board members, Chapter Chairpersons, Council and Committee Chairpersons, Independent Contractors, and anyone else who is officially representing the MCSA, shall not engage in any of the following activities:

• Endorsing or promoting specific products, services, or service providers;

• Representing or advocating for both MCSA and their own personal, professional or business interests or affiliations;

• Serving MCSA in these capacities while simultaneously working for or representing or advocating for other entities that conduct business similar to MCSA;

• Providing, unsolicited, their business cards or advertising materials to MCSA members at MCSA meetings, educational programs, support group sessions, speech-language group sessions, or other sponsored events.

Section 3. No employee of, or independent contractor to, MCSA shall make use of such relationship or make use of MCSA materials to further her/his professional or business interests, unless duly authorized by the Board of Directors. No person under contract to MCSA shall be a member of the Board, Committee Chairperson, or Chapter Chairperson.

Section 4. If any officer, director, council or committee member of the Association has any direct or indirect interest in, or relationship with, any individual or organization that supplements or duplicates services provided by MCSA, or that proposes to enter into any transaction with MCSA, including but not limited to transactions involving:

• the sale, purchase, lease or rental or any property or other asset;

• employment or rendition of services, personal or otherwise;

• the award of any grant, contract, or subcontract;

• the investment or deposit of any funds of the Association:

such person shall give notice of such interest or relationship and shall thereafter refrain from voting on the particular transaction in which she/he has an interest, or otherwise attempting to exert any influence on the Association or its components, other than to respond to requests for information deemed helpful to the Association.

Article 7. Amending these Bylaws

If a proposal to amend these Bylaws is approved by two-thirds of the Board at two successive regular meetings of the Board, the proposal will be considered as a constituent part of the Bylaws.

Submitted to the Board of Directors: June 21, 2011

Approved by the Board of Directors: June 21, 2011

Signed:_____(Irene Spector, President) _______