ARTICLE 1. NAME

The name of the Corporation shall be “BreastCancerStories.com”

ARTICLE 2. PURPOSES

The purposes of the Corporation shall be to provide an Internet community where breast cancer patients can have their own place to write and share their story online, where friends and family members can follow their story and better understand what their loved one is going through, and where new patients can find someone similar to them, read their story, and not feel quite so alone.

ARTICLE 3: OFFICE

The registered office of the Corporation shall be located at 17 Harmony Lane, Dover, NH 03820
The mailing address of the Corporation shall be PO Box 1576, Portsmouth, NH 03801.

ARTICLE 4: MEMBERS

The Corporation shall have no members.

ARTICLE 5. BOARD of DIRECTORS

Section 1. Powers

The business and affairs of the Corporation shall be managed by the board of directors.  The board may appoint committees for any purpose, including an executive committee that may exercise any of the authority of the board.

Section 2. General Board Duties

• Management of the Organization’s resources and public affairs
• Act as Advisor to the Corporation within their field of expertise
• Conception/Termination/Modification of any Standing Committees
• Conception/Termination/Modification of any Supporting Committees
• Elect Chair Person and Board Positions
• Adopt and Manage an Annual Budget
• Evaluate the Executive Director’s Performance (Terminating if Necessary)

Section 3. Number, Tenure, and Qualifications

The board of directors of the Corporation shall consist of at least five (5) and no more than eight (8) members. Directors shall be elected at the annual meeting of members, and the term of office of each director shall be until the next annual meeting of the members and the election and qualification of his or her successor.

ARTICLE 6: MEETINGS

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Section 1. Annual Meeting

An annual meeting of the Board of Directors shall be held regularly between September 1 and October 31.

Section 2: Quarterly Meetings

Quarterly Board Meetings will be held upon the completion of each quarter. The Board may meet in person or conduct business remotely in the form of a Poll Participation, Phone Call, Email, Fax, Video Conference, or Chat Session. Should the Board request to meet in person, they will decide the preferred meeting location.

Section 3. Special Meetings

Special meetings of the board of directors may be called by or at the request of the president or any two directors, and shall be held at the principal office of the Corporation or at such other place as the directors may determine.

Section 4. Notice

Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed / emailed to each director at his business address, or by fax. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 5. Quorum

A majority of the number of directors fixed in these bylaws shall constitute a quorum for the transaction of business. 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. Any action consented to in writing by each and every director shall be as valid as if adopted by the board of directors at a duly warned and held meeting of the board, provided such written consent is inserted in the minute book.  In the event of a tie, the President will act as the deciding vote.

Section 6. Voting

Each Board member shall have one vote and such voting may be conducted in person or remotely via telephone, email correspondence or online polling.

Section 7. Removal of absent directors

Directors missing three consecutive regular meetings are deemed removed.

Section 8. Vacancies

Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 9. Fees

There shall be no membership fees for the Corporation

Section 10. Rules

Meetings of the board of directors shall be governed by Robert's Rules of Order.

ARTICLE 6. OFFICERS

Section 1. Number

The officers of the Corporation shall be a president, vice-president, secretary, and a treasurer, each of whom shall be elected by the board of directors. Any two or more officers may be held by the same person, except the offices of president and secretary.

Section 2. Election and Term of Office

The officers of the Corporation shall be elected at the annual meeting of the board of directors. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided.

Section 3. Removal

Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.

Section 4. Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. Powers and Duties

The powers and duties of the officers shall be as provided from time to time by resolution or other directive of the board of directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties associated with such offices.

President

• The President shall preside at all membership meetings.  He shall by virtue of his office be Chairman of the Board of Directors.
• He shall present at each annual meeting of the organization an annual report of the work of the organization.
• He shall appoint all committees, temporary or permanent.
• He shall see that all books, reports and certificates required by law are properly kept or filed.
• He shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

Vice President

• The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.
• He may chair committees on special subjects as designated by the board.

Secretary

• The Secretary shall keep the minutes of each meeting of the organization in appropriate books.
• He shall be responsible for keeping records of all Board actions.
• He shall be responsible for sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, prior to each meeting.
• He shall give and serve all notices to members of this organization.

Treasurer

• The Treasurer shall oversee the care and custody of all monies and assist in the preparation of the budget.
• He may be one of the officers who shall sign checks or drafts of the organization.
• He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

Section 6. Salaries

The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary for the conduct of the business of the organization.

No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

ARTICLE 7. CONTRACTS, LOAN, CHECKS and DEPOSITS

Section 1. Contracts

The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific business.

Section 2. Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, or Orders

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as from time to time shall be determined by resolution of the board of directors.

Section 4. Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors shall select.

ARTICLE 8. FISCAL YEAR

The fiscal year of the Corporation shall be January 1 to December 31.

ARTICLE 9. CONFLICT of INTEREST

• A current employee (whether staffed or contracted) by BreastCancerStories.com that holds a Board position may not vote on any motion that may directly affect them (IE- Salary, Bonuses, Business Contracts and other means of personal or third-party business gain).
• Any possible conflict of interest(s) must be disclosed in writing to the President or Secretary, if any Board Member fails to notify the Board before voting on any such matters, they will be removed from the Board and any previous contracts/terms will be terminated.
• The Board will be advised of this policy and future changes.
• The Board will comply with all requirements of the State and Federal law.

ARTICLE 10. AMENDMENTS

These By-Laws may be altered, amended, repealed or added to by an affirmative vote of not less than seventy-five (75%) percent of the Board of Directors.

ARTICLE 11. BOOKS and RECORDS

The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having and exercising any of the authority of the board of directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time.

ARTICLE 12. DISSOLUTION or SALE of ASSETS

A two-thirds vote of the membership shall be required to sell or mortgage assets of the Corporation not in the regular course of business or to dissolve the Corporation. Upon dissolution of the Corporation, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of the Corporation shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of the organization.