BYLAWS OF THE COUNCIL OF EMERGENCY MEDICINE

RESIDENCY DIRECTORS

 

Article I – Name

1.1      This organization shall be known as The Council of Emergency Medicine Residency Directors (CORD).

Article II – Purposes

The purposes for which CORD is formed, and the objects to be carried on and promoted by it, are as follows:

2.1      CORD is organized and shall be operated as a scientific and educational organization. The purposes of CORD include but are not limited to:

  1. To improve the quality of emergency medical care;
  2. To establish and maintain high standards of excellence in emergency medicine training programs;
  3. To enhance quality of instruction in emergency medicine training programs;
  4. To improve the communications between the faculty of emergency medicine training programs.

2.2          CORD is irrevocably dedicated to, and operated exclusively for, nonprofit purposes and no part of the income or assets of CORD shall be distributed to, nor inure to the benefit of, any individual.

Article III - Members

3.1      Membership in CORD is contingent upon the applicant providing written application for membership which may include electronic submission. Members must meet requirements of membership delineated below and in accordance with CORD policies and procedures.

3.2      All Members shall be assigned to one of the following classes of membership:  (1) Member Program; (2) Associate Member Program; (3) Alumni Member and (4) Emeritus Member. The qualifications required of the respective classes, and their rights and obligations, shall be set forth in these Bylaws.

Classes of Membership

3.3      Member Program

Definition: A Member Program is a categorical Emergency Medicine residency training program accredited by the Accreditation Council for Graduate Medical Education or by the American Osteopathic Association.

Representation: Member Programs shall be eligible for up to five physician representatives including the Residency Director, two Faculty Members, a Clerkship Director, a resident, and a Residency Program Coordinator. Additional representatives may be designated by the program director for an additional dues assessment.

Scope of participation: Member Program representatives shall be eligible for participation in the organization's activities, including serving on committees and task forces. Residency coordinators may only serve on EMARC committees unless appointed to other CORD committees by the President for a special circumstance.  Resident representatives may apply to CORD committees during the annual application period. Each Member Program shall have one vote.

3.4      Associate Member Program

Definition: An Associate Member Program is a training program that does not meet eligibility criteria for Member Programs and is a program type listed below

  1. Proposed categorical emergency medicine residency programs not yet accredited by the Accreditation Council for Graduate Medical Education or the American Osteopathic Association.
  2. Fellowship training programs that train emergency medicine residency graduates.  Fellowship programs in the same Department of Emergency Medicine as a program that is a Member Program are considered dependent Associate Members and may join CORD with the parent emergency medicine residency program.  Fellowship training programs not associated with a parent emergency medicine parent program may join as independent fellowship programs. 
  3. International emergency medicine residency training programs.

Representation: Associate Member Programs shall be eligible for up to five physician representatives including the Residency Director, two Faculty Members, a Clerkship Director, a resident, and a Residency Program Coordinator unless the Associate Member Program is a dependent fellowship program joining with a Member emergency medicine residency program. Dependent Associate Member Programs are eligible for a single representative.  Additional representatives may be designated by the program director for an additional dues assessment.

Scope: Associate Member Program representatives shall be eligible for participation in the organization's activities, including serving on committees and task forces.  Associate Member Program representatives and residency coordinators shall not be eligible to serve on the CORD Board of Directors, or chair committees or task forces. Residency coordinators may only serve on EMARC committees unless appointed to other CORD committees by the President for a special circumstance.  Resident representatives may apply to CORD committees during the annual application period. Associate programs may not vote.

3.5      Alumni

An Alumni Member is a former Member Program representative to CORD who no longer has representative status and has petitioned and been approved by the CORD Board of Directors for alumni membership status for an initial term of two years. Alumni Members must reapply for continued membership annually.

An Alumni Member may serve on or chair CORD committees or task forces. An Alumni Member is not eligible for election to the Board of Directors.

An Alumni Member will not be counted as one of the five representatives of a Member Program.

3.6      Emeritus

An Emeritus Member is a former Member Program representative to CORD who no longer has representative status but has made significant contributions to CORD and has petitioned and been approved by the Board of Directors for Emeritus Member status. An Emeritus Member status may be for an indefinite period of time or for a period of time approved by the Board of Directors.

An Emeritus Member shall have continued involvement within the organization as an honorary member.

An Emeritus Member shall not be eligible for election to the Board of Directors.

Rights, Assessments, Terminations

3.7      Dues and Assessments for each class of membership shall be annually determined by the Board of Directors.

3.8      Members of CORD are not personally liable for the debts, liabilities or obligations of CORD.

3.9      Termination of membership is triggered by any of the following events:

(i)    Written resignation by Member,
(ii)   Death of Member,
(iii)  Failure to timely pay subsequent dues upon expiration of current membership period,

or
(iv)  Personal actions or behaviors that, in the opinion of the majority of the Board of Directors, may adversely affect the professional standing of CORD (for example – a felony conviction). Such Members shall have the opportunity to present a defense to the Board of Directors prior to termination of membership.          

All Member privileges cease upon termination of the membership.

3.10      Reinstatement of membership is at the sole discretion of a majority vote of the Board of Directors.

Meetings of Members

3.11      The Members shall hold meetings at such time and at such places as shall be determined by the President but in no event shall there be less than one such meeting per year. The designated Annual Meeting of the Members shall take place annually during CORD’s annual conference.

3.12      Special meetings of the Members may be called by a petition of five percent (5%) or more of all Members of CORD. Special meetings may be held electronically. Voting during electronic meetings shall adhere to voting requirements described herein.

3.13      Notice of Member meetings shall be given by the Secretary-Treasurer no less than 10 days and no more than 90 days prior to the date of the meeting. Notice shall be provided to all Member representatives, not just voting Members. Such notice must include the date, time, location and for special meetings, the general nature of the business to be conducted. It is the responsibility of the Member to ensure CORD has a valid address for transmission of such notices.

3.14      A simple majority of the voting Member Programs shall constitute a quorum. All business except changes to the Bylaws may be conducted with less than two-thirds (2/3) of the voting Member Programs.

3.15      In-Person Meeting: Each full Member Program shall have a maximum of one vote. All issues shall be decided by a majority vote of the voting Member Programs present except changes to the Bylaws which will require a two-thirds (2/3) majority vote of all active voting Member Programs.

3.16      Voting may be conducted electronically. All notice requirements for an in-person meeting must be met and the ballot must be made available to the membership at least 30 days prior to the close of voting. Voting on changes to the Bylaws requires a two-thirds (2/3) majority vote by all Member Programs; all other business may be decided by a simple majority vote.

3.17      The parliamentary authority for meetings shall be The Standard Code of Parliamentary Procedure (Sturgis), except when in conflict with the CORD Bylaws.

Election of Board of Directors and Officers          

3.18      CORD shall make available to Members reasonable nomination and election procedures with respect to the election of Directors by Members. Such procedures shall be reasonable given the nature, size and operations of CORD, and shall include:

  1. A reasonable means of nominating persons for election as Directors,
  2. A reasonable opportunity for a nominee to communicate to the Members the nominee's qualifications and the reasons for the nominee's candidacy,
  3. A reasonable opportunity for all nominees to solicit votes.
  4. A reasonable opportunity for all Members to choose among the nominees.

Distribution of any written or electronic election material for any nominee for Director shall be made available, at CORD's expense, to each other nominee, in or with the same material, the same amount of space that is provided any other nominee, with equal prominence.

3.19      Election of the Board of Directors will close on February 15 of each year. Declaration of candidacy for elected office on the Board of Directors will close sixty (60) days prior to close of the election. Candidates may self-declare or may be nominated by any CORD Member. Declaration is considered official when a self-declaration or an acceptance of nomination is received in writing, or electronically, by an officer of the Board of Directors or the Executive Director. The declaration period will be open between November 15 and December 15 of each year. The election will open by no later than February 1st of each year. All Board of Directors candidates shall be eligible representatives of CORD Member Programs in good standing.. The candidates for President-Elect shall have served a two-year term on the Board of Directors prior to nomination, provided however, that the Nominating Committee can recommend this requirement be waived and the Board of Directors must approve the recommendation.

3.20      All Member Programs eligible to vote shall be provided a ballot (including electronic). A majority of valid ballots cast shall elect the President-Elect and Secretary/Treasurer. In the event that there is no majority, a run-off election between the two candidates receiving the most votes for the affected office shall be held. A majority of valid ballots cast shall elect in a run-off election. The run-off election will run in length no longer than seven (7) days.

3.21      The candidate for Director-at-large receiving the highest number of votes cast shall be elected to office, up to the number of available positions.

3.22      Only former Residency Directors, current Residency Directors and Associate/Assistant Program Directors will be eligible for nominations to the office of President-elect or Secretary/Treasurer.

3.23      Only residency program director, faculty member and clerkship director - representatives of full Member Programs shall be eligible for nomination for Member-at-Large. Associate Member Program representatives, resident representatives, and Residency Coordinators are not eligible for nomination.

3.26      Resident representatives in good standing at active member programs shall be eligible for nomination for resident member- at large director and must be nominated in writing by his or her Residency Director must have at least one year remaining as a resident and must be able to commit to the entire one year term for which they are elected. Residents from associate member programs, or from active member programs not in good standing with CORD, are not eligible for nomination.

Article IV – Directors

4.1      The affairs of CORD shall be managed by the Board of Directors in accordance with these Bylaws, the Michigan Nonprofit Corporation Act (”MCNA”) and CORD’s Articles of Incorporation, in each case as amended from time to time.

4.2      (a) The number of Directors of CORD shall be a total of eleven (11) or such other number as determined from time to time by resolution of the Board of Directors or as stated in CORD’s Articles of Incorporation.

          (b) Each Member-at-large non-officer Director shall hold office for a term of two (2) years, and shall serve until the end of his or her term of office and until his or her successor is elected and qualified (installed) or, if earlier, until his or her death, resignation, retirement, disqualification or removal from office.

          (c) The resident member-at-large director shall hold office for a term of one (1) year, and shall serve until the end of his or her term of office or until his or her death, resignation, retirement, disqualification or removal from office.

          (d) Officers will serve terms as follows:

  • The President-Elect will serve one year as President-Elect and will succeed the President for a one year term. Upon the end of his or her term as President, he/she will serve a third year as Immediate Past President. 
  • The Secretary/Treasurer shall serve a one year term,

     Each will remain in office until the end of his or her one-year term of office and until his or her successor is elected and qualified (installed) or, if earlier, until his or her death, resignation, retirement, disqualification or removal from office.

          (e) The number of Directors may be increased or decreased from time to time by the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent Director.

          (f) All candidates for and incumbents to the CORD Board of Directors must be a representative of a CORD Member Program in good standing with CORD.

4.3      Directors shall be elected annually prior to the Annual Meeting of CORD by vote of the eligible members as defined in these bylaws. The newly elected Directors and officers shall take office at the annual Board of Directors Meeting prior to the Annual Meeting of CORD.

4.4      A Director may be removed by the CORD Board of Directors, with or without cause, but such removal shall be without prejudice to the contractual rights, if any, of the director so removed.

4.5      A Director may resign at any time by delivering written notice (including electronic transmission) thereof to the President or Secretary-Treasurer. Any such resignation shall be effective, upon delivery unless such notice specifies a later date.

4.6      (a) Vacancies in the Board of Directors shall exist if any of the following events occurs: (1) a Director dies, resigns or is removed from office; (2) the authorized number of Directors is increased; or (3) a Director’s term of office ends in accordance with Section 4.2(b). The Board of Directors may declare vacant the office of a Director in either of the following cases: (a) if he or she is adjudged incompetent by an order of court, or finally convicted of a felony; or (b) if within sixty (60) days after notice of his or her appointment, he or she does not accept the office either in writing or by attending a meeting of the Board of Directors.

          (b) Any vacancy occurring in a Director position on the Board of Directors shall be appointed by the President at the approval of the Board.

          (c) A Director appointed to fill a vacancy that exists for any reason other than the end of his or her predecessor’s term of office, or the creation of a new Director position, shall be appointed to the unexpired or unfulfilled term of his or her predecessor in office.

4.7      Directors will discharge their duties, including any duties as committee members, in good faith, with ordinary care, and in a manner they reasonably believe to be in CORD’s best interest. In discharging any duty imposed or exercising any power conferred on Directors, Directors may, in good faith and with ordinary care, rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning CORD or another person that has been prepared or presented by (i) an officer or employee of CORD; (ii) legal counsel; (iii) a certified public accountant; (iv) an investment banker; (v) a person who the Director reasonably believes possesses professional expertise in the matter; or (vi) a committee of the Board of Directors of which such Director is not a member.

Meetings of the Board of Directors          

4.8      A regular Annual Meeting of CORD Board of Directors shall be held during the Annual Meeting of CORD each year, at such place as selected for such Annual CORD meeting and shall be fixed by notice from the President or Secretary-Treasurer, and no notice of such meeting shall be necessary to the newly appointed Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure to fix the time and place of such regular annual meeting of the newly elected CORD Board or Directors, or in the event such meeting is not held at the time and place so fixed, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the CORD Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

4.9      Except as otherwise provided in Section 4.8, regular meetings of CORD’s Board of Directors may be held at such time and at such place as specified in a notice given as hereinafter provided for special meetings of the CORD Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

4.10      Special meetings of the CORD Board of Directors may be called by the President, and shall be called by the Secretary-Treasurer of CORD on the written request of any one of the President or at least two (2) directors. Written notice of special meetings of the CORD Board of Directors shall be given personally, or sent by mail or by other form of written communication (including e-mail or telecopies), to each Director at least seven (7) days before the date of the meeting. Except as set forth in Article VIII hereof, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the CORD Board of Directors need be specified in the notice or waiver of notice of such meeting.

4.11      A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, and the act of the majority of the Directors present, in person, at a meeting duly held at which a quorum is present shall be the act of the CORD Board of Directors, unless a greater number is required by law or the Articles of Incorporation or as otherwise set forth in these Bylaws. Each Director present at a meeting will be deemed to have assented to any action taken at the meeting, unless his or her dissent to the action is entered in the minutes of the meeting, or unless the Director shall file his or her written dissent thereto with the secretary of the meeting before the meeting is adjourned or shall forward such dissent by certified mail to the Secretary-Treasurer of CORD immediately after such meeting. If a quorum shall not be present at any meeting of the CORD Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified and called.

4.12      Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if a consent in writing (including electronic submission), setting forth the action taken, is signed by a sufficient number of the Members of the Board of Directors or the committee, as the case may be, as would be necessary to take that action at a meeting at which all of the members of the Board of Directors or such committee, as the case may be, were present and voted. Prompt notice of the taking of any action by Directors or a committee without a meeting by less than unanimous written consent shall be given to all Directors or committee members who did not consent in writing to the action.

4.13      Subject to the provisions required or permitted by the MNCA and these bylaws for notice of meetings, members of CORD’s Board of Directors or of any committee designated by the Board of Directors may participate in a meeting by means of remote communications equipment if: (a) each person entitled to participate in the meeting consents to the meeting being held by means of that system; and (b) such system provides access to the meeting in a manner or using a method by which each person participating in the meeting can communicate concurrently with each other participant. Participation in a meeting pursuant to this Section 4.15 shall constitute presence in person at such meeting, except where a person participates in a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

4.14      Photographic, photostatic, facsimile, electronic, or similar reproduction of a writing executed by the Director or his duly authorized attorney in fact shall be treated as an execution in writing for purposes of these Bylaws.

4.15      Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all Members of the Board of Directors shall individually or collectively consent electronically or in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors. Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this CORD authorize the Directors to so act, and such statement shall be prima facie evidence of such authority.

Committees

4.16    The Board of Directors, by resolution adopted by a majority of the entire Board of Directors, may designate from among its Members one or more committees, each of which, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, except that no such committee shall have the authority of the Board of Directors in reference to: amending the Articles of Incorporation; approving a plan of merger, conversion or a plan of consolidation with another CORD; authorizing the sale, lease or exchange of all or substantially all of the property and assets of CORD otherwise than in the usual and regular course of its business; authorizing a voluntary winding up and termination of CORD or a revocation thereof; adopting a plan for the distribution of the assets of CORD; amending, altering or repealing the Bylaws of CORD or adopting new Bylaws of CORD; filling vacancies in the Board of Directors or any such committee; filling any directorship to be filled by reason of an increase in the number of directors; electing or removing officers of CORD or members of any such committee; fixing the compensation of any member of such committee; altering or repealing any resolution of the Board of Directors that, by its terms, provides that it shall not be so amendable or repealable; or taking any action outside the scope of authority delegated to it by the Board of Directors. Vacancies in the membership of any such committee shall be filled by the President or Committee Chair at the approval of the Board of Directors. Any such committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. The designation of a committee of the Board of Directors and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. Each Director shall be deemed to have assented to any action of a committee, unless he or she shall, within seven (7) days after receiving actual or constructive notice of such action, deliver his or her written dissent thereto to the Secretary-Treasurer of CORD. Members of any such committee shall serve at the pleasure of the Board of Directors.

4.17    CORD President may designate from among all categories of CORD Members, one or more committees and associated chair(s), to conduct the work of CORD. All committee work is subject to the authority of the Board of Directors. Any such committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when requested. Members of any such committee shall serve at the pleasure of CORD President and all may vote on recommendations made by the committee to the Board of Directors. Any vacancy occurring in a committee chair position shall be appointed by the President at the approval of the Board of Directors.

Compensation of Directors

4.18    The Directors may be paid their expenses, if any, of attendance at meetings outlined in the CORD Financial Compendium, in amounts approved by the Board of Directors and that satisfy the guidelines, if any, for such expenses as promulgated by the Board of Directors from time to time. Directors as such shall not receive any compensation for their services, but nothing herein shall be construed to preclude any Director from serving CORD in any other capacity and receiving compensation therefor. Members of special or standing committees may, at the discretion of the Board of Directors, be paid their expenses, if any, of attendance at committee meetings.

Restrictions on Disbursements

4.19      The Board of Directors shall not approve a disbursement of any funds that is not in furtherance of and in accord with the purposes of CORD as described in CORD’s Articles of Incorporation and these Bylaws.

Investment Policy

4.20      The Board of Directors, in investing the assets of CORD, shall exercise the judgment and care under the circumstances then prevailing that persons of ordinary prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income from as well as the probable increase in value and safety of their capital. In determining whether an investment decision is prudent, such determination shall be made taking into consideration the investment of all of the assets of CORD over which the Board of Directors exercises management and control, rather than a consideration as to the prudence of the single investment.

4.21      Directors may select advisors and delegate duties and responsibilities to them, such as the full power to buy or otherwise acquire stocks, bonds, securities, and other investments on CORD’s behalf and sell, transfer, or otherwise dispose of CORD’s assets and properties at a time and for a consideration that the advisor deems appropriate. The directors have no liability for actions taken or omitted by the advisor if the Board of Directors acts in good faith and with ordinary care in selecting the advisor. The Board of Directors may remove or replace the advisor at any time and without any cause whatsoever.

ARTICLE V - Notices and Requests

5.1      Notices and requests to Directors or officers shall be in writing and delivered personally or by facsimile or electronic transmission, or mailed to the Directors or officers at their addresses appearing on the books of CORD. Notice or request by mail shall be deemed to be given and received when deposited in the United States mail, addressed to the addressee at his or her address as it appears on the records of CORD, with adequate postage thereon prepaid. Notice or request by personal delivery shall be deemed to be given and received at the time when same shall be actually received by the person to whom addressed. Notice by facsimile or electronic transmission shall be deemed delivered when same shall be transmitted to the recipient’s proper number or address provided by recipient and confirmation of successful transmission received.

5.2      Whenever any notice is required to be given to any Director under the provisions of any statute or of the Articles of Incorporation or of these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

5.3      Participation in or attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director participates in or attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VI - Officers

6.1      The officers of CORD shall consist of a President, President-Elect, Immediate Past-President and Secretary-Treasurer, and may also consist of other officers as may be elected or appointed as provided in Section 6.3. A Director may hold only one office, and shall relinquish the at-large Director position if he/she ascends to the office of President-Elect or Secretary-Treasurer.

6.2      Prior to the Annual Meeting of CORD, the Membership shall choose by majority vote, a President-Elect, and a Secretary-Treasurer.

6.3      Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors to hold office for such period, have such authority and perform such duties as are provided by the Bylaws or as the Board of Directors may determine. These officers are not elected by the membership nor are they required to be Member representatives of CORD.

6.4      The salaries (if any) of all officers and agents of CORD shall be fixed from time to time by the Board of Directors.

6.5      Each officer of CORD shall hold office until the end of his or her term of office, or, if earlier, until he or she shall resign or shall be removed from office or otherwise disqualified to serve. Each officer shall hold office for one (1) year and until his or her successor is elected and qualified (installed).  Any officer or agent may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interest of CORD will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any vacancy occurring in any office of CORD by death, resignation, and removal or otherwise shall be filled by the Board of Directors.

The President

6.6      The President shall be the chief elected officer of CORD, shall have general and active responsibility for management of the business of CORD and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall preside at meetings of the Board of Directors.

6.7      The President shall execute bonds, mortgages and other contracts, except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of CORD.

6.8      The President may delegate the responsibility for daily management of CORD to the Executive Director of CORD.

6.9      Duties and responsibilities for this position will be maintained in the Compendium of Board of Directors Policies of CORD.

The President- Elect

6.10      In the absence of the President, the President-Elect shall preside at meetings of the Board of Directors. Should the President not be able to fulfill duties of that office, the President-Elect will perform the duties otherwise assigned to the President.

6.11      Duties and responsibilities for this position will be maintained in the Compendium of Board of Directors Policies of CORD.

The Secretary-Treasurer

6.12      The Secretary-Treasurer shall attend all meetings of the Board of Directors and record all the proceedings of the meetings of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees, when required. The Secretary-Treasurer shall give, or cause to be given, notice of special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Secretary-Treasurer shall serve.

6.13      The Secretary-Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to CORD, maintain the assets of CORD in accordance with the investment policy of CORD, and shall deposit all moneys and other valuable effects in the name and to the credit of CORD in such depositories as may be designated by the Board of Directors in accordance with the investment policy of CORD.

6.14      The Secretary-Treasurer shall disburse the funds of CORD as may be ordered by the Board of Directors, in accordance with the stated purposes of CORD, taking proper vouchers for such disbursements, and shall render to the president and the Board of Directors at its regular meetings or when the Board of Directors so requires an account of all his or her transactions as Secretary-Treasurer and of the financial condition of CORD. The Secretary-Treasurer shall cause to be prepared required tax returns and related forms and filings.

6.15      If requested by the Board of Directors, the Secretary-Treasurer shall give CORD a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his or her office and for the restoration to CORD, in case of the Secretary-Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the treasurer’s possession or under his or her control belonging to CORD.

6.16      Duties and responsibilities for this position will be maintained in the Compendium of Board of Directors Policies of CORD.

Executive Director

6.17      The Executive Director shall be the chief executive officer of CORD. This officer is not elected by the membership nor is he/she required to be Member of CORD. The Executive Director shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision the Executive Director shall serve.

6.19      Duties and responsibilities for this position will be maintained in the Compendium of Board of Directors Policies of CORD

Article VII – General Provisions

7.1      The Board of Directors may authorize and CORD may make distributions, subject to any restrictions in these Bylaws or the Articles of Incorporation and limitations set forth in the MCNA. Except as otherwise provided in Section 4.13, the Board of Directors shall make no distribution that inures to the benefit of any Member of CORD Board of Directors or any member of any such Director’s family. For purposes of this Section 7.1 - a Director’s family shall include his or her spouse, ancestors, children, grandchildren, or great-grandchildren and spouses of the Director’s children, grandchildren or great-grandchildren.

7.2      CORD may not make any loan to a Director or officer of CORD.

7.3      The Board of Directors may make gifts and give charitable contributions in accordance with the stated purposes of CORD as set forth in the Articles of Incorporation and that are not prohibited by statute, these Bylaws, the Articles of Incorporation and any requirements for maintaining CORD’s federal and state tax status.

7.4      The Board of Directors may authorize any officer or officers, or agent or agents of CORD, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of CORD, and such authority may be general or confined to specific instances, including, without limitation, contracts for administrative and other services in furtherance of the exempt purposes of CORD.

7.5      All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of CORD shall be signed by either the President, Treasurer or other designated person for CORD. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness payable to CORD shall be endorsed by such officer or officers or other person or persons as the Board of Directors may from time to time designate.

7.6      All funds of CORD shall be deposited from time to time to the credit of CORD in such banks, trust companies or other depositories as the Board of Directors may select.

7.7      The fiscal year of CORD shall be fixed by resolution of the Board of Directors.

7.8      The corporate seal, if any, shall have inscribed thereon the name of CORD, and be in a form approved by the Board of Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.9      CORD shall keep correct and complete books and records of account and shall also keep at the registered or principal office of CORD a record giving the names and addresses of the Directors entitled to vote. All books and records of CORD may be inspected by any Director, or his or her agent, accountant or attorney, for any proper purpose at any reasonable time.

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