As Amended May 13, 2014
Article I Name and Principal Office
Section 1. The name of the organization hereinafter shall be The Cornea Research Foundation of America, referred to as the CRFA.
Section 2. The principal office of the CRFA shall be at a location designated by the Board of Directors.
Section 3. A copy of these bylaws, as otherwise amended or altered to date, shall be kept in the principal office.
Article II Vision, Mission and Purpose
Section 1. VISION: That all who look may see.
Section 2: MISSION: To give each person the opportunity for the best possible vision by innovating solutions for vision impairment and sharing results through relevant educational channels to reach a global audience. We expand possibilities and enrich lives by optimizing sight.
Section 3: PURPOSE: CRFA will work to meet the following strategic imperatives.
RESEARCH: CRFA is committed to the continual improvement in the treatments available to those with debilitating eye conditions. CRFA is recognized as a leader in cutting-edge innovations in surgery, educational programs and clinical research.
EDUCATION: CRFA shares new findings with others around the world through regular publications in peer-reviewed medical journals, presentations and national and international eye meetings, educational courses for surgeons and other eye care professionals, seminars for the public, a newsletter and a website, www.cornea.org.
COMMUNICATION: CRFA informs supporters, the medical community and the general public of the Foundation’s programs in order to meet educational goals as well as raise funds needed to continue important research initiatives.
PHILANTHROPY: CRFA cultivates and collects gifts through various philanthropic initiatives in order to administer and maintain research programs.
BOARD ENGAGEMENT: CRFA’s Board of Directors provide leadership and guidance which assists in defining and maintaining the Foundation’s strategic direction.
Article III Board of Directors, Executive Committee, Officers
Section 1. The Board shall consist of between 10 and 15 Directors. Furthermore, the Board of Directors shall be composed of at least 20% (twenty percent) Directors who are current or former patients of Dr. Francis Price, Jr.
Directors shall be at least 18 (eighteen) years of age and in good standing with the CRFA.
Section 2. Directors may serve up to three (3) consecutive three-year terms. After the conclusion of the third consecutive term, Directors are required to step down for a minimum of one (1) year, following which he/she may serve again on the Board. Dr. Francis Price, Jr., founder of CRFA, is exempt from term limits.
Section 3. Nominees for election to the Board of Directors shall be placed in nomination by the nominating committee and by nominations from the floor during the annual meeting.
If a Director position is vacated mid-term, nominations to fill the position may be made by a nominating committee or from the floor during the following Board meeting.
When there are more than two (2) candidates nominated for a Director’s position and no one receives a majority, a run-off election shall be held. The names of individuals receiving the two greatest numbers of the votes will appear on another ballot and this process shall be repeated until an individual receives a majority of the votes cast.
Section 4. Unless and until this Section is amended, all Directors are of the same class and have the same powers, responsibilities, and voting privileges.
Section 5. The regular annual meeting of the Board of Directors shall be held in the Fall, beginning in Fall of 2009 for the fiscal year ending June 30, 2009. The Board of Directors may convene additional regular meetings on a semi-annual or more frequent basis.
The Secretary shall give written notice of all regular meetings to each Director at least ten (10) days prior to the meeting date, by personal delivery, fax, e-mail, or first class mail at the Directors’ respective addresses as shown by the records of the CRFA. The Secretary may delegate this duty to a staff member.
Section 5. Directors are expected to attend all board meetings during each fiscal year of the CRFA. If a Director is absent from two (2) consecutive meetings, the president shall contact that Director about his or her continued participation and shall make a report and recommendation to the rest of the Board. The Board shall decide that Director’s removal from or retention on the Board.
Section 6. A Director may be dismissed when ¾ (three-fourths) of the board approves:
If he/she misses two (2) consecutive board meetings without sufficient cause.
If the Director fails to reply, without cause, to two (2) consecutive mail votes.
For any other sufficient causes.
Section 7. If urgent, business may be conducted by e-mail, US mail or by telephone conference. In all such situations, a majority of the entire membership of the Board of Directors is required to approve an action. Telephone conferences can be held only if approved by the majority of the executive committee.
Section 8. Special meetings of the Board of Directors may be called by the President or Executive Director or at the request of not less than one third (1/3) of the Directors. The person or persons authorized to call special meetings of the Board may fix any place, within the State of Indiana, as the place for holding any special meeting called by them.
Section 9. Notice of any special meeting of the Board of Directors shall be given at least three (3) days prior to the meeting date by written notice delivered personally or sent by mail, fax, telegram, or electronic mail to each Director at his or her address as shown by the records of the CRFA. Any Director may waive notice of any meeting. The attendance of a Director at any meeting constitutes a waiver of notice of such meeting.
Section 10. Any number of Directors may participate in any regular or special meeting of the Board of Directors by or through the use of any means of communication by which all Directors participating may simultaneously hear or otherwise perceive each other’s statements during the meeting. A Director participating in a meeting by such a means is considered to be present in person at the meeting.
Section 11. Fifty-one percent (51%) of the entire membership of the Board of Directors then in office is a quorum. Attendance at meetings shall be taken by the Secretary or by means of a roster initialed by each Board member in attendance.
Section 12. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 13. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action, a written consent to such action is signed by at least ¾ of the members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
Section 14. For any reason that the Board of Directors determines to be sufficient, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of the vice president, treasurer, or secretary to any other Officer or Director. However, an Officer or Director shall not execute, acknowledge or verify any instrument on behalf of the Corporation in more than one capacity.
Section 15. When these bylaws do not apply, “Robert’s Rules of Order Revised” shall be used to conduct business.
Article IV Membership
Section 1. There shall be one class of membership. Members of the CRFA shall consist of physicians who hold an unlimited license to practice medicine in the State of Indiana who are engaged in the practice of the medical specialty of ophthalmology and who are equity partners with Dr. Francis W. Price, Jr. in Price Vision Group, LLC or its successors. If a member ceases to be an equity partner with Dr. Francis W. Price, Jr. [in Price Vision Group, LLC or its successors], his or her membership in the CRFA shall terminate as of the effective date that he or she is no longer an equity partner.
Section 2. Members shall have all rights and preferences afforded by the Indiana Not-For-Profit Corporation Act of 1971, as amended, the Articles of Incorporation and the By-Laws of the Corporation. The members of CRFA shall have no right, title or interest whatsoever in its income, property or assets, nor shall any portion of such income, property or assets be distributed to any member upon the dissolution of CRFA. Members of CRFA shall not be personally liable for the debts or obligations of CRFA and shall not be subject to any assessments.
Section 3. Members shall receive notice and a ballot to vote on any proposed amendments to the CRFA Articles of Incorporation. Each member shall be entitled to one vote.
Article V Duties of the Board of Directors and the Officers
Section 1. The Board of Directors shall make every effort to carry out the purposes of the CRFA.
Section 2. The board shall elect for the CRFA a President, Vice President, Secretary and Treasurer. These offices shall be elected by the board of directors at its annual fall meeting. Only current Board members are eligible to be Officers. If a vacancy occurs in an office, the Executive Committee may appoint a person to fill the vacancy until the next board meeting.
Section 3. The term of office for the Vice President, Secretary and Treasurer is one year.
Section 4. The President of the Board shall preside at all meetings of the Board of Directors (or delegate that role), appoint the members of all committees (unless otherwise stated in the motion ordering such committees to be named), conduct business by e-mail, U.S. mail or telephone as prescribed elsewhere in these bylaws and provide periodic reports concerning the performance of his/her duties.
Section 5. The Vice President shall serve in the absence of the president, and perform such duties as may be assigned to him/her by the Board of Directors.
Section 6. The Secretary shall keep a true record of all proceedings at the meetings of the Board of Directors and the executive committee and must maintain a file of documents pertaining to the CRFA and perform such other duties as may be required by the board.
Section 7. In accordance with the CRFA Financial Policy document, the Treasurer shall provide advice to the Executive Director in the following activities: collection of all money and other property due to the CRFA, maintaining a record of all financial transactions, receiving gifts and donations, preparing an annual report regarding the CRFA’s financial status, keeping a correct account of all receipts and disbursements, depositing all money received by the CRFA in a reliable bank or banks to the credit of and in the name of the CRFA and performing such other duties as the Board of Directors may assign.
Section 8. All checks must be signed by one or more of the individuals designated in the CRFA Financial Policy document.
Section 9. All expenditures of the organization must be consistent with the approved annual budget or as specifically approved by the Board of Directors.
Article VI Standing Committees
Section 1. The standing committees of the CRFA shall be the Executive Committee, Finance Committee, and the Audit and Compliance Committee. Each committee shall be composed of a chairperson appointed by the President, and at least one additional Director.
Section 2. Executive Committee
The Executive Committee comprises the President, Vice-President, Secretary, and Treasurer of the CRFA.
The members of the Executive Committee shall collectively possess and exercise the authority of the Board of Directors in the management of the business of the CRFA related to finance, oversight, and compensation. The presence of not fewer than three (3) members of the Executive Committee constitutes a quorum.
Section 3. Finance Committee
The chairperson may appoint any member of the finance committee to officiate in his/her capacity when absent. The chairperson shall appoint all necessary subcommittees needed to perform the duties of this committee. In fulfilling its responsibilities, the duties of the committee shall include, but not be limited to, developing accounting, banking and record-keeping methods; interacting with staff and making recommendations over income and disbursements; reviewing annual budgets; and making financial recommendations and reporting such to the Board of Directors.
Section 4. Audit and Compliance Committee
The chairperson shall appoint any member of this committee to serve in his/her capacity when absent. The chairperson shall appoint all necessary subcommittees needed to perform the duties of the committee.
Consistent with the terms of the financial policy, the committee will be headed by a non-executive member of the Board of Directors.
Consistent with the terms of the financial policy, the committee shall provide advice and consent regarding the outside, impartial annual review of the CRFA.
As detailed in the CRFA’s whistleblower policy, the Compliance Officer’s duties include the responsibility for investigating and resolving all reported complaints and allegations concerning violations of the Code of Conduct and making reports to the audit and compliance committee.
Article VII Amendments
Section 1. Proposed amendments to these bylaws shall be submitted in writing to the president of the CRFA at least 60 (sixty) days before a board meeting, at which time they are to be considered. The president shall distribute copies of the proposed amendments to all Directors no later than 30 (thirty) days prior to the next Board meeting. In order to change any provision of these bylaws, an affirmative vote by 2/3 (two-thirds) of the Directors of the entire board shall be required.
Section 2. Proposed amendments to the bylaws may be considered by the Board of Directors at any board meeting without following the procedures set forth in section 1 above, if at least ¾ (three-fourths) of the entire Board of Directors votes in favor of consideration. Proposed amendments considered in this manner shall require an affirmative vote of ¾ (three-fourths) of the entire Board of Directors for passage.
Article VIII Dissolution
Section 1. In the event of dissolution, the assets of the CRFA shall not inure to the benefit of any member, Officer or Director, but shall be transferred or donated to another non-profit organization engaged in providing services to the blind or visually impaired. Currently, the Indiana University School of Medicine Foundation is the designated recipient.