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CANCER PATIENT EDUCATION NETWORK (CPEN) BYLAWS

Incorporated in the Commonwealth of Virginia
Date of Incorporation: 6 October 2005

Revised: 27 September 2007
Adopted: November 2005

• ARTICLE I. NAME, CORPORATE SEAL
• ARTICLE II. MISSION AND GOALS
• ARTICLE III. MEMBERSHIP
• ARTICLE IV. BOARD OF DIRECTORS
• ARTICLE V. MEETINGS
• ARTICLE VI. COMMITTEES
• ARTICLE VII. PARLIAMENTARY AUTHORITY
• ARTICLE VIII. AMENDMENTS TO BYLAWS
• ARTICLE IX. LIABILITY
• ARTICLE X. FISCAL YEAR
• ARTICLE XI. DISSOLUTION
• ARTICLE XII. BOOKS AND RECORDS

ARTICLE I. NAME, CORPORATE SEAL    (top)

Section 1. Name
The name of this organization shall be the Cancer Patient Education Network (hereinafter referred to as "CPEN").

Section 2. Corporate Seal
The corporate seal shall be circular in form and include the words "Cancer Patient Education Network" and the state and year of incorporation.

ARTICLE II. MISSION AND GOALS    (top)

Mission:
CPEN's mission is to promote and provide models of excellence in the areas of patient, family and community education across the continuum of cancer care.

Goals:
To fulfill its mission, the goals of CPEN shall be to:

1. Provide opportunities for the professional development of cancer patient educators;
2. Provide a forum for collaborative research on issues related to cancer patient education;
3. Provide relevant resources, reference tools and best practice standards on cancer patient education programs and services;
4. Encourage collaboration and networking among professionals and organizations involved in cancer patient education; and
5. E. Work in close collaboration with the National Cancer Institute’s (NCI) Office of Communication and Education (OCE).

ARTICLE III. MEMBERSHIP    (top)

Section 1. Classes of Membership
CPEN is an individual membership society.
There shall be two classes of membership, the qualifications and rights of which are described as follows:
Active: To qualify for Active membership status, individuals must be healthcare professionals primarily engaged in or having a vested interest in cancer patient education. An Active member in good standing shall be entitled to all membership privileges, including the right to vote, be elected to office and chair or serve on a committee.

Non-practicing: To qualify for Non-practicing membership status, an individual shall have a vested interest in cancer patient education, but shall not be currently employed in a health-related profession, including those who are unpaid or retired, students or volunteer staff.
Non-practicing Members shall not vote and shall not be candidates for any election, but shall receive all tangible benefits of membership and may participate in all non-elected Committees.
A Non-practicing Member who becomes employed in any health-related profession shall have his/her membership with CPEN upgraded to Active status.

Section 2. Establishment of Membership
Membership in CPEN shall become effective upon approval of a completed application, acceptance of the CPEN Code of Ethics, and receipt of dues payment at CPEN Headquarters.
CPEN membership shall be renewable annually and shall not be transferable to another person.

Section 3. Termination of Membership

1. Resignation. At any time, a member may file a written resignation from CPEN membership with the CPEN Headquarters. The resigning member shall be responsible for payment of all outstanding dues and fees and shall not be entitled to a refund of dues.
2. Suspension or Expulsion. The Board of Directors of CPEN may suspend or expel any member for cause, after advising the member of the given charge and giving such member the opportunity to prepare a response and request a hearing before the Board of Directors. The results of the hearing shall be communicated to the member by the Board in writing, within 15 working days of the hearing. Any member suspended or expelled may be reinstated by the affirmative vote of a majority of the members of the Board of Directors present and voting. Reasons for suspension or expulsion include, but are not limited to, plagiarism, misrepresentation of themselves or their involvement in CPEN activities, and misuse or misrepresentation of materials developed through CPEN committees or groups.
3. Nonpayment of Dues. CPEN membership may be terminated for nonpayment of dues 60 days after the due date.

Section 4. Dues
The Board of Directors shall establish the annual fees for membership in CPEN. Recommendations for changes in dues shall be voted by the Board of Directors and shall require a majority vote in favor of the change.
Dues shall be collected annually and are due and payable by July 1 of each calendar year.
Applicants who are accepted into membership after January 1 may be eligible for pro-rated dues.
All dues paid to CPEN shall become the property of CPEN. No portion of the dues paid by any member shall be refundable if membership is terminated for any reason.

Section 5. Member Responsibilities
CPEN Members shall abide by the Bylaws and any administrative policies designated by the Board of Directors.

ARTICLE IV. BOARD OF DIRECTORS    (top)

Section 1. Composition
The Board of Directors shall have ten (10) members, five of whom shall be the Officers. The Officers shall consist of the Chair, Chair-elect, Immediate Past Chair, Treasurer and Secretary. The other members of the Board include a representative from NCI OCE and four CPEN members-at-large. The Board of Directors may also appoint Advisory Members from among the CPEN membership. Advisory Members shall participate in Board of Directors meetings at the discretion of the Board of Directors.
The Executive Committee, consisting of the CPEN Officers, shall be authorized to transact necessary CPEN business between meetings of the full Board of Directors. Decisions made by the Executive Committee shall be ratified at the subsequent meeting of the full Board of Directors.

Section 2. Responsibilities
The Board of Directors shall be the governing body of CPEN, shall act as liaison to allied organizations, and shall have the responsibility and authority to manage the affairs and property of CPEN, including the following powers and duties:

• Convene meetings;
• Levy dues and assessments;
• Adopt the annual budget on the recommendation of the Treasurer;
• Develop and adopt administrative policies;
• Authorize all financial transactions entered into on behalf of CPEN;
• Employ and monitor such personnel as may be necessary to conduct the business of CPEN;
• Authorize officers and/or agents of CPEN to enter into and execute contracts for services on behalf of CPEN;
• Approve recommendations for changes to the CPEN Bylaws;
• Submit amendments to the CPEN Bylaws to the membership for vote;
• Enforce Bylaws as voted on by the CPEN membership.

Section 3. Eligibility
To be eligible to serve on the Board of Directors, an individual must be an Active member of CPEN in good standing.
Additionally, individuals must have one year of membership in CPEN, plus attendance at a minimum of one annual meeting, to be eligible to serve on the Board of Directors.
All Board Members must be nominated by an Active member of CPEN and receive a plurality of vote.

Section 4. Duties of the Officers

1. The Chair shall be responsible for representing CPEN to outside groups and for chairing Board of Director meetings, including the CPEN annual business meeting of members. The Chair shall appoint a CPEN member to serve on the Bylaws Committee.
2. The Chair-Elect shall represent CPEN in the Chair's absence. The Chair-elect shall become Chair at the end of the term.
3. The Secretary shall be responsible for recording, distributing, and archiving minutes of Board of Directors meetings and conference calls, Executive Committee meetings and conference calls, and special meetings or hearings conducted by the Board of Directors.
4. The Past Chair shall prepare the Board Member election ballot in May of each year. Election documentation shall be kept at CPEN headquarters.
5. The Treasurer shall keep the Board of Directors and CPEN membership informed of business liabilities and assets through quarterly reports in collaboration with CPEN Headquarters. CPEN Headquarters shall handle all tax filings as appropriate and shall present all tax paperwork to the Treasurer for the Board to view after it has been filed.

Section 5. Terms of Office
The Officers and Board Members and length of their terms shall be:

• Chair-Elect - A one-year term
• Chair - A one-year term
• Past Chair - A one-year term

• Secretary - A two-year term in alternate rotation with the Treasurer
• Treasurer - A two-year term in alternate rotation with the Secretary
• Four (4) Members - A two-year term. Two members shall be in alternate rotation with the other two members
• NCI-OCE Representative - An ex-officio voting liaison

Section 6. Nominations

1. Officers and Directors shall be nominated and elected by the membership. This includes self-nomination.
2. Nominees shall submit in writing to the Past Chair their consent to run for election accompanied by a description of their qualifications and reasons for running.
3. The Past Chair shall prepare a ballot listing at least one (1) candidate for each vacant Board position and space for a write in candidate. Each candidate's statement of qualifications and reasons for running shall be included on the ballot.

Section 7. Voting

1. All Active members of CPEN shall have an opportunity to vote for the Board of Directors.
2. Ballots shall be distributed to voting members via First Class or electronic mail no less than 30 days before the voting deadline.
3. The Past Chair shall receive and count all ballots.
4. A plurality of the votes cast shall be necessary to elect. In the case of a tie vote, an appointment will be made by the Board of Directors.
5. The Chair shall report the results to the membership via electronic mail or by other means so directed by the Board.

Section 8. Quorum
A quorum of the Board of Directors shall be a simple majority of the whole Board.

Section 9. Removal from Office
Any Officer or Director who fails to attend three consecutive meetings may be removed during the 90 day period immediately following such failure by a two-thirds vote of the other Directors present at any meeting at which such action is considered.
Any Officer or Director may be removed for cause by a two-thirds vote of the other Directors during the 60 day period following any meeting of the Directors at which a statement has been submitted by any Director summarizing the acts or neglect alleged to constitute such cause, a copy thereof having been furnished to the affected Officer or Director prior to such meeting.

Section 10. Vacancies and Resignations
In the event that any elected Officer or Director shall become unable, whether by reason of health, incapacity, or otherwise, to perform the normal duties of his or her office and such inability has continued over a period of at least two months, the Board of Directors may, by majority vote, designate responsibilities of such office until further action by the Board of Directors or until the next election for said office, whichever shall first occur.

1. In the event a vacancy occurs in the office of the Chair, the Chair-Elect shall automatically succeed to the Chair and the office of the Chair-Elect shall remain vacant until the next scheduled election. After completing the term to fill the Chair vacancy, the Chair-Elect shall subsequently serve the 1 year term of office as Chair as originally elected.
2. Should a vacancy occur simultaneously in the offices of Chair and Chair-elect, the Board of Directors shall appoint a Chair pro tem until the next scheduled election, at which time a Chair and Chair-elect shall be elected.
3. If a vacancy occurs in the office of the Secretary, the Board of Directors shall select a new Secretary from among the remaining members of the Board of Directors.
4. If a vacancy occurs in the office of the Treasurer, the Board of Directors shall select a new Treasurer from among the remaining members of the Board of Directors.
5. If a vacancy occurs in the position of Director, the Board of Directors shall contact and invite participation of the CPEN member who received the next highest number of votes during the last election.

Section 11. Compensation and Reimbursement
CPEN Directors shall not receive any stated compensation for their services as such. Upon any decision of the Board of Directors, Officers and Directors may be reimbursed for expenses of attendance at meetings or actual expenses incurred on behalf of CPEN.

ARTICLE V. MEETINGS    (top)

Section 1. Board of Directors Meetings
The Board of Directors shall hold regular teleconferences during the year and meet face-to-face at the annual business meeting of members upon notice duly made.

Section 2. Annual Business Meeting of Members
The annual business meeting of members shall be held at a time and place determined by the Board of Directors and the host institution. Notice of the annual business meeting of members shall be given no less than 10 days in advance of the meeting.

ARTICLE VI. COMMITTEES    (top)
The Board of Directors shall appoint standing and ad hoc committees and task forces as needed. Active members of CPEN may serve on committees and task forces.
The Board of Directors shall appoint, charge, and maintain liaison with all committees and task forces.

1. Annual Meeting Committee is charged with planning and evaluating an annual meeting directed at enhancing the knowledge, skills and competencies of the CPEN membership.
2. Bylaws Committee is charged with reviewing, maintaining, responding to inquiries and communicating with the Board of Directors issues related to the rules and guidelines established in the CPEN Bylaws.
3. New Member/Membership Committee is charged with orienting new CPEN members with the network, its culture, and resources.

ARTICLE VII. PARLIAMENTARY AUTHORITY    (top)
CPEN shall follow the current version of Robert's Rules of Order method of parliamentary procedure.

ARTICLE VIII. AMENDMENTS TO BYLAWS    (top)
CPEN shall follow the current version of Robert's Rules of Order method of parliamentary procedure.

Section 1. Initiation
Recommendations for amendments to the Bylaws may be initiated by the Bylaws Committee, the Board of Directors, or by petition of at least 20 Active members of CPEN. The Bylaws Committee shall review the recommended amendments and submit them to the Board of Directors for approval and subsequent vote of the membership.

Section 2. Method of Voting
Ballots with a notice of proposed amendments shall be sent (by first class mail or electronic mail) to all CPEN members not less than 30 days in advance of the voting deadline. Proposed amendments shall become operative immediately when approved by a two-thirds vote of the responding Membership. The Secretary shall announce the results in a special communication to Members.

ARTICLE IX. LIABILITY    (top)
CPEN Directors and Officers shall not be personally liable for debts incurred by CPEN. The private property of the Directors and Officers shall not be subject to the payment of the debts, liabilities, or other obligations of the corporation to any extent whatever. In addition, there shall be no liability for the acts or omissions of any Director or Officer of the corporation in any proceeding brought by any member or by, or in the right of, the corporation, unless otherwise provided by the laws of the Commonwealth of Virginia, arising out of any single transaction, occurrence, or course of conduct.
The corporation may indemnify, to the fullest extent permitted by the Virginia Nonstock Corporation Act as it exists now or may be hereafter amended, and shall indemnify to the extent required by such statute, its directors and officers who are named as a defendant or respondent in any legal proceeding by reason of their office and for acts or omissions performed in their official capacity.

ARTICLE X. FISCAL YEAR    (top)
The fiscal year shall begin on January 1 and end with December 31 of each year.

ARTICLE XI. DISSOLUTION    (top)
Upon dissolution of the CPEN, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the organization, dispose of all the assets of the organization exclusively for charitable and educational purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986.

ARTICLE XII. BOOKS AND RECORDS    (top)
CPEN's books and records shall be kept at CPEN headquarters. It is the responsibility of the Board to maintain and make them available to members as requested.