PROPOSED BYLAWS of the
Pre-hospital Stroke Treatment Organization (PRESTO)
Article I. NAME
The name of this corporation is "PRE-hospital Stroke Treatment Organization" hereinafter referred to as "PRESTO" or the “Organization.
Article II. MISSION AND OBJECTIVES
Section I. Mission
To improve stroke outcomes by supporting a global platform for collaboration and research for pre-hospital stroke treatment in Mobile Stroke Units (MSUs).
Section II. Objectives
PRESTO’s global mission will be accomplished by addressing the following goals:
a. to improve stroke outcomes through pre-hospital stroke treatment in MSUs.
b. to enhance collaborative research across the spectrum of acute stroke management in the pre-hospital setting.
c. facilitate the appropriate proliferation and distribution of MSUs by providing a forum for professional communication, resource for public education, and stimulus for government, industry, and philanthropic support.
Article III. MEMBERSHIP
Section I. Categories and Classifications
a. Individual Members: Scientists, physicians, paramedics (EMT), stroke nurse practitioners, radiographers, other health care providers or professionals who are significantly involved in the clinical or scientific aspects of pre-hospital stroke care, shall be eligible.
b. Organizational Members: An MSU group or hospital who is involved or plans to be involved in pre-hospital stroke management may join. The organization will pay dues on behalf of its members. The Board of Directors may decide how many members can be under a given Organizational Membership.
c. Honorary Members: Persons who have contributed greatly to the development of the study of pre-hospital stroke care or whose work has been of importance in the world may be appointed as Honorary Members. Honorary Members are exempt from annual membership dues but enjoy the rights and benefits of Individual Members. Requests for Honorary Membership will be reviewed and approved by the Board of Directors.
d. Industry Members: Any company which is involved in stroke care or would be interested in further developing pre-hospital stroke care. The company will pay dues on behalf of its representatives. The Board of Directors may decide how many members can be under a given Industry Membership.
Section II. Membership Application Procedure
Membership is granted after completion and receipt of membership application and annual dues.
Section III. Dues
The amount required for annual dues for all membership categories may be fixed and adjusted from time to time by a majority vote of the Board of Directors. Continued membership is contingent upon being current on membership dues. Dues shall be paid on the basis of the calendar year and will not be prorated.
Section IV. Participation in PRESTO Activities
Only financial PRESTO members in good standing may participate in PRESTO Committees or otherwise have a leadership role in organizational activities.
Section V. Termination of Membership
Membership in PRESTO will end:
a. when a member is deceased, or a member organization is dissolved.
b. by written resignation of a member.
c. as a result of non-payment of dues. Failure to pay dues set by the Board of Directors within one (1) year of the date the membership fees become due shall result in termination of Membership. Membership can be reinstated by bringing the membership account current for the calendar year.
d. by exclusion. Termination of membership can be considered when a member has acted against PRESTO, the purpose of PRESTO, by violation of the PRESTO Member Code of Conduct Statement, or the bylaws of PRESTO. Termination of membership by exclusion is decided by the Board of Directors, after offering an opportunity for a fair hearing. Members who are terminated by exclusion will be notified of their termination by the PRESTO President in writing.
PRESTO membership dues will not be refunded for any terminated membership.
Section VI. Member Code of Conduct
A member of The Organization may be subject to termination of membership by the Organization if the member’s conduct conflicts with the professional standards and ethical principles of the Organization.
PRESTO stands against discrimination in all forms and at every organizational level.
Article IV. MEETING OF MEMBERS
Section I. General Assembly
The General Assembly meeting shall be held annually at such time and place as may be determined by the Board of Directors. Members shall be notified a minimum of Thirty (30) days prior to the meeting date. The notice will specify the date, time, place, and purpose of the meeting.
Section II. Special Meetings
Special meetings for the Members of the Organization may be called by the President unilaterally or at the request of a majority of the members of the Board of Directors.
Section III. Voting and Representation
No voting will take place during the General Assembly. All items requiring member vote will occur electronically either before or after the General Assembly. Individual and Honorary Members of the Organization will be allowed one electronic vote. Organizational members have a total of ten votes, assigned by the member Organization. Decisions are made by a simple majority of votes received.
Article V. OFFICERS AND EXECUTIVE COMMITTEE
Section I. Officers
The Officers of the Organization shall consist of a President, President-Elect, Secretary, Treasurer, and Immediate Past-President. The Officers constitute the Executive Committee. Such Officers will serve without monetary compensation. All Officers must be financial members and must remain in good standing during their term(s) as an Officer.
Section II. President
The President shall be the Chairman of the Board of Directors. The President shall preside over meetings of the Board and at all General Assembly meetings of the membership of the Organization; shall act as chief spokesperson of the Organization; shall work with the Executive Director to ensure that Organizational policies, programs, and priorities as identified in the strategic plan, or otherwise mandated by the Board, are formulated and executed; is responsible for approving appointments to Committees and may create ad hoc Committees. The Immediate Past-President and President-Elect shall assist the President when necessary, with the Immediate Past-President taking precedence over the President-Elect in substituting for the President. The President shall serve no more than one consecutive term of two years.
Section III. President-Elect
The President-Elect shall automatically become the President of the Organization upon completion of the President's term. The President-Elect shall assist the President in the performance of the President’s duties whenever requested to do so; and shall have all other duties and responsibilities assigned by the President or the Board of Directors. The President-Elect shall serve no more than one consecutive term.
Section IV. Secretary
The Secretary shall oversee the record keeping of the Society and perform duties as assigned by the President or Board of Directors.
Section V. Treasurer
The Treasurer shall ensure that the Organization maintains accurate financial records; review Organization’s expenditures and financial status on a regular basis to ensure overall financial integrity; develop and present financial recommendations to the Board of Directors; and performs other duties assigned by the President or Board of Directors. The Treasurer shall work with the Executive Director to ensure that all funds, physical assets, and other property of the Organization are appropriately safeguarded and administered.
Section VI. Immediate Past-President
The Immediate Past-President shall serve as the Senior Advisor of the Executive Committee. The President or Board of Directors may assign additional duties to the Immediate Past-President.
Section VII. Terms of Officers
Each Officer shall serve a two-year term. The President-Elect shall automatically become President for a two-year term upon expiration of the term of the then-serving President. The President may not succeed himself as President or President-Elect, but the Secretary and Treasurer may be elected for a second two-year term. An Officer can serve for a maximum of four (4) years, with the exception of the President where a total of six (6) years could apply: (two (2) years President-Elect, two (2) years President and two (2) years as Immediate Past-President). An individual who has served two consecutive terms on the Board may serve as an Officer, for the maximum number of terms allowed under the Officer position.
Section VIII. Election of Officers
Officers shall be elected by the Board of Directors and must be an existing member of the Board.
Section IX. Powers of the Executive Committee
The Executive Committee, as provided in the resolution of the Board by which it is designated, shall have and may exercise all the powers and authority of the Board and therefore of the Organization. A majority of the entire authorized and designated number of Members of the Executive Committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members present at a meeting at the time of such vote, if a quorum is then present, shall be the act of the Executive Committee. The Executive Committee is directly responsible to the Board of Directors
The Executive Committee does not have authority regarding the dissolution, merger or consolidation of the Organization; the sale, lease or exchange of all or substantially all of the property of the Organization; the pledge of any property of the Organization; or any other transaction affecting the title to, or the existing restrictions upon the use of, real property owned by the Organization.
Section X. Informal Action
Action may be taken by the Executive Committee without meeting if written or email consent to the action in question is signed by all of the Executive Committee members and filed with the minutes of the proceedings of the Executive Committee, whether done before or after the action taken.
Article VI. BOARD OF DIRECTORS
Section I. Composition
The Board of Directors shall include the following persons: the current President, President-Elect, Secretary, and Treasurer of the Organization; the Immediate Past President of the Organization; and up to eight (8) members, of whom are to be nominated by the Executive Committee and approved by the Board of Directors prior to each meeting of Members and then elected by a simple plurality of votes on valid ballots received in election held prior to the General Assembly meeting. The composition of the Board should reflect the global distribution of MSUs. In their selection of candidates, the Board shall take into consideration balance across scientific disciplines, gender and geographic region. At all times, the Board must include at least one (1) nurse, one (1) EMT, and one (1) radiographer technician. The Board must also include at least three (3) members from Asia or Australia, three (3) members from Europe, and four (4) from the Americas. The Board may fix the number of Board Members from time to time and may adjust demographic composition to reflect the composition of the membership. All Board Members must be paid members and must remain in good standing during their term(s) as a Board Member.
Section II. Terms of the Board Members
The non-Officer Directors of the Board serve one (1) four-year term, renewable once. No Board member may serve more than eight consecutive years on the Board as a non-Officer. See Article V, Section VII for Officer terms. All terms commence on December 31.
Section III. Election of Board Members
All Board members shall be elected by a simple plurality of electronic votes on valid ballots received in an election held prior to the General Assembly. The slate of candidates for Board positions will be prepared by the Executive Committee. The Committee shall invite nominations from paid members, add its own nominations, and prepare a slate of candidates for each open position. Only individuals who are current on their dues are eligible for Board candidacy.
The membership will be notified of the slate and given instructions for voting. Voting shall take place electronically prior to the General Assembly. where the election results will be announced. The specific procedures and deadlines for the annual election of new Board Members shall be established by the Board and carried out by the Executive Committee.
Section IV. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business.
Section V. Informal Action
Action may be taken by the Board without meeting if written or email consent to the action in question is signed by all Board members and filed with the minutes of the proceedings of the Board, whether done before or after the action taken.
Section VI. Vacancies
All vacancies in Board and Officer positions shall be filled in an interim basis by an eligible member in good standing appointed by the President. At the next election, the vacancy shall be filled for the vacated position by the candidate receiving the highest votes for that position in the election. If the person serving in the interim is officially elected by the membership, their official term will not include the time spent serving as an interim Board member or Officer.
Section VII. Meetings
The Board of Directors shall meet at least twice yearly in person or virtually. Special meetings of the Board of Directors may be called by the President. Notice of each meeting of the Board of Directors shall be given by the Executive Director not less than fifteen (15) calendar days prior to the date on which the meeting is scheduled to be held. The matters to be discussed and voted upon at any duly called meeting of the Board of Directors shall not be limited to those set forth in the notice of the meeting.
Section VIII. Removal from Office
Any elected Director may be removed from office by the affirmative written ballot of two-thirds of the Board Members whenever, in their judgment, the removal will serve the best interests of the Organization.
Section IX. Pecuniary
No dividend shall be paid and no part of the income, net earnings, or profit of the Organization shall be distributed to its Members, Directors, Officers, or to any other individuals.
Article VII. ADVISORY COMMITTEES
Section I. Powers of Committees
The Advisory Committees shall function solely in an advisory capacity and shall have none of the powers or authority granted to the Board of Directors by law, by The Articles of Incorporation, or in these Bylaws.
Section II. Terms of Committee Members
The Chair of each of the respective Committees will be appointed by the President. Expressions of interest to serve on PRESTO Committees will be sought from paid members. Final selection will be made by the Committee Chair and approved by the Executive Committee. Committee Chairs and Committee Members will serve one (1) three-year term, renewable once. Should a Committee Member become a Chair of a Committee, they may finish out their term(s) as a Committee Member once their term(s) as Chair has ended.
Section III. Membership Committee
The Membership Committee shall develop criteria for membership and plan and deliver educational and professional development programs for members.
Section IV. Research Committee
The Research Committee shall enhance collaborative research among PRESTO membership across the spectrum of acute stroke management in the pre-hospital setting.
Section V. Participation in PRESTO Committees
All Committee members must be financial members and must remain in good standing during their term(s) as a Board member.
Section VI. Committee Establishment and Dissolution
Advisory Committees may be established or dissolved by the Board at-will.
Article VIII. OFFICES
Section I. Principal Office
The Principal Office for the transaction of business of the Organization shall be the office of the Executive Director and/or management company.
Section II. Executive Director
The Board of Directors shall designate a company or individual to serve as Executive Director for the Organization. The Executive Director will recommend and participate in the formulation of new policies and make decisions within existing policy, as they have been approved by the Board. The Executive Director will plan, organize, direct, and coordinate the activities of the Organization to assure that objectives are attained, plans fulfilled, and members' needs met as outlined in the agreed upon contract or scope of services.
Article IX. AMENDMENTS AND CHANGES IN BYLAWS
These Bylaws may be amended or repealed, and new Bylaws may be adopted by the affirmative action of the Directors then holding office at any regular or special meeting of the Board of Directors.
Article X. DISSOLUTION
The dissolution or the merger of PRESTO can only be decided by a two-thirds (2/3) majority vote of the General Assembly specially convened for one of these purposes. The Organization has been established as a professional association under Section 501 (c) (3) of the Internal Revenue Code.
In the event of dissolution of the Organization, the assets of the Organization must be distributed to an organization selected by the Board of Directors which is organized and operated for scientific, educational, or public purposes and activities substantially similar to those for which the Organization was created and which is described in The Internal Revenue Code. Should the Board of Directors fail to designate such a recipient organization upon dissolution, the presiding judge shall select such a recipient organization upon petition of any member or any other person. None of the assets may be distributed to the members or to any other private person or individual upon dissolution.