Proposed NCOA Bylaws Changes

July 23, 2008

Dear NCOA Member:

The following are proposed changes to the North Carolina Oncology Association Bylaws. For the proposed changes to be considered, a quorum must be in attendance. This means that 20 percent of the membership (or 31 members) plus 2 members of the Board of Directors must be present at the meeting. To be adopted, 2/3 of those present must approve the proposed changes.

The Membership Meeting will take place on Friday, August 15, 2008, at 5:15 pm, in the Salon Room of The Umstead Hotel and Spa during the 2008 Membership Conference.

The major changes are as follows:

1. Article I Name. Throughout the document, the word “society” has been changed to “Association” to accurately reflect NCOA’s current title.
2. Article II Purposes. To date, the Bylaws have contained only two purposes. Additional purposes stated in the Articles of Incorporation have been added.
3. Article III Members. Section 1. Membership. Four categories of membership are suggested for consideration: Regular, Group, Fellow, and Retired.
4. Article IV Membership Meetings. Section 4. Voting. This section was changed to add Group members to those who have voting privileges.
5. Article V Officers and Board of Directors. Section 1. Board of Directors. Wording related to the conduct of elections, i.e., “by mail ballot,” has been removed because it is addressed in Article VIII Elections and Voting. Changes to this section clarify the privileges and responsibilities of the appointed members of the Board. Changes also clarify what “sections” are to be represented on the Board; because “sections” is an ambiguous word, the term geographic areas is suggested instead.
6. Article V Officers and Board of Directors. Section 2. Qualifications. The suggested changes require candidates for president to be Regular or Group members in addition to being active in the Association.
7. Article V Officers and Board of Directors. Section 3. Term of Office. The suggested changes specify the length of the term for the Chair of the Clinical Practice Committee to serve on the Board, as well as the two elected board members. The term length is not currently specified.
8. Article VIII Elections and Voting. Section 1. Nominations. The requirement that “the annual election will be held at the annual meeting” is deleted because it is contradictory to the last sentence in Article VIII Section 2. that states, “Voting by members for election of officers shall be conducted by mail ballot.” Voting by mail ballot also has been expanded to include “electronic ballot,” meaning FAX or email balloting.
9. Article VIII Elections and Voting. Section 2. Voting. The first sentence is changed to include the election of the two (2) additional Board members, and the last sentence prohibiting proxy votes is deleted, because all elections will be conducted by mail or electronic ballot.
10. Article VIII Section 3 b is deleted because it is not applicable to the stipulation that only one person be nominated for each vacant position.
11. Article IX Parliamentary Procedure. Section 1 permits the Board of Directors to determine whether the membership will vote to amend the Bylaws at a membership meeting or by electronic balloting. The 14-day notification period remains in force. Certain other language is deleted because time has passed since the original Board of Directors was in office.