US COPD Coalition

Recommended revision of the bylaws of the U.S. COPD Coalition


For member review and pending a final vote at the 2015 Semi-Annual Business Meeting on Friday, June 5th in Chicago, IL

Article VI  
Section 6.1 Composition of the Board of Directors modified to read as follows:

“The Board of Directors shall consist of a minimum of nine and a maximum of 11 members.  Membership should be equally balanced as much as possible between Professional Health Organization Members or Individuals, and Patient Organization Members.  The Board must always include at least one representative from each of the following: the COPD Foundation, a state coalition, another Patient organization.”

Section 6.2 Election and Term of Board of Directors Members modified to read as follows: 
(a) “Board members shall be elected by the Coalition members at the annual meeting of the Coalition and shall serve for a term of three years.  The Board may adjust the length of the Director’s terms to achieve a staggered expiration schedule.  A staggered election schedule shall be maintained, with about one-third of the members of the Board elected or reelected annually.”

(b) “Newly created Directorships and vacancies resulting from action of the Board to increase the number of Directors or resulting from a vacancy on the Board will be filled by a majority vote of the Directors.  A member of the Board filling an unexpired term will hold that office until the term expires, and then may be elected to a full three-year term.”

(c) “A member of the Board who serves nine consecutive years or ten total as a director is not eligible for re-election or reappointment to the Board for three years following the completion of his or her ninth year of service.  Exception is made for officers of the Board serving at the time of their ninth year of service.  Those individuals may continue to serve as a Director until the expiration of their term as an officer.”

Section 6.11 Vacancies modified to read as follows:

“In the case of a vacancy, the Board, by a majority of the Board’s total membership, may elect a Director to complete the unexpired term, which shall not be considered a full term for the purposes of Section   6.2.  Any Director may be removed or suspended by a vote of two-thirds of the Board’s total membership whenever, in their judgement, the best interests of the Coalition will be served thereby.”