Article I. Name

The name of the corporation is the Maine Genetic Counselors Association (referred to as the “Association” or the “MaineGCA”).

Article II. Purpose and Powers

Section 2.1 Purpose

The Association is a nonprofit mutual benefit corporation organized under the Maine Nonprofit Corporation Act, Title 13-B of the Maine Revised Statutes Annotated ("Title 13-B").  The Association is not formed for pecuniary profit. No part of the income or assets of the corporation is distributable to or for the benefit of its members, directors or officers, except to the extent permissible under law. No part of the net earnings of the corporation shall inure to the benefit of any private member or individual. No member of the corporation shall have any vested right, interest or privilege in or to the assets, income or property of the corporation. The Association is organized for all purposes permitted to mutual benefit corporations under Title 13-B, including, without limitation, promoting, improving, and enhancing the common professional interests of genetic counselors practicing in and serving the State of Maine.

It is intended that the Association shall have the status of a corporation that is exempt from federal income taxation under 26 U.S.C. § 501(a) (the “Code”) and shall be operated in a manner consistent with Section 501(c)(6) of the Code.  All references in these articles to sections of the Internal Revenue Code or Code shall be considered references to the Internal Revenue of 1986, as amended from time to time.

Section 2.2 Powers

In furtherance of its purposes and subject to the limitations of Title 13-B of the Maine Revised Statutes Annotated and Section 501(c)(6) of the Internal Revenue Code, the Association shall have all powers of a nonprofit mutual benefit corporation under Maine law, including, without limitation, the power to:

●     Promote and advance the profession of genetic counseling in the State of Maine;

●     Engage in advocacy on behalf of the profession and the individuals and communities served by genetic counselors, including monitoring legislation and regulation, educating policymakers, and supporting policies that improve access to genetic counseling services;

●     Provide education, outreach, and professional development opportunities;

●     Develop and disseminate information relevant to the practice of genetic counseling;

●     Enter into contracts and agreements and collaborate with other organizations, institutions, and stakeholders;

●     Receive, manage, and expend funds in support of its mission; and

●     Conduct all lawful activities necessary or appropriate to carry out its purposes.

Article III. Members

Section 3.1 Classes of Members

The Association shall have the following classes of members:

(a) Full Members: Individuals who are genetic counselors practicing in or serving the State of Maine, as further defined by policies adopted by the Board of Directors. A genetic counselor is defined as a Masters-level trained health care provider who both holds the professional title of genetic counselor and is either board eligible or board certified by the American Board of Genetic Counseling (ABGC), or certified by the American Board of Medical Genetics and Genomics (ABMGG), the precursor to the ABGC.

(b) Associate Members: Individuals who do not meet the criteria for Full Membership but who support the purposes of the Association.

(c) Student Members: Individuals enrolled in a genetic counseling training program or related educational program, as defined by the Board of Directors.

Section 3.2 Voting Rights

Full and Associate Members shall be entitled to vote on all matters submitted to the membership, including the election of officers, except as otherwise required by law.

Student Members shall not have voting rights.

Section 3.3 Dues and Assessments

Membership dues and assessments, if any, shall be established by the Board of Directors.

Section 3.4 Membership Roster

A directory of MaineGCA members will be maintained and updated in a database managed by the MaineGCA Secretary. Members will be responsible for notifying the MaineGCA of changes in contact address or place of employment. The Secretary will ensure that an updated directory of MaineGCA members is available to members when the MaineGCA calls for nominations to its Board of Directors and at the time of the annual meeting. The directory may also be made available on an as needed basis for professional use by members of the Association. Every effort shall be made to keep information supplied to the MaineGCA directory confidential and private.

Article IV. Meetings of Members

Section 4.1 Annual Meeting

An annual meeting of the members shall be held at such time and place as determined by the Board of Directors for the purpose of transacting such business as may properly come before the meeting. Notification of the Annual Meeting shall be made to the general membership no later than 30 days before the Annual Meeting.

Section 4.2 Special Meetings

Special meetings of the members may be called by the President or by the Board of Directors.

Article V. Board of Directors Scope

Section 5.1 Authority and Responsibility

The affairs of the Association shall be managed by or under the direction of the Board of Directors, which shall exercise all corporate powers except those reserved to the members by law or these bylaws.

Section 5.2 Number and Roles

The Board of Directors shall have not fewer than five (5) officers and no more than seven (7) officers, including a President, Vice President, Secretary, Treasurer and At-Large member. Further, the Board of Directors shall have not more than three (3) Advisory members on the Board of Directors at the outset of each annual term. There is no minimum number of Advisory members of the Board. Advisory members do not have voting rights.

Additional Officer positions may be created on an ad hoc basis, as determined by the Board of Directors.

Officers shall be Full Members of the Association. Full and Associate Members can serve as Advisory members of the Board of Directors, following appointment by the voting Officers of the Board of Directors.

Section 5.3 Meetings

Meetings of the Board of Directors shall occur as often as necessary to conduct the business of the corporation, though no less than once every other month either in person, by telephone, or by teleconference. All official board meetings require that each board member have written notice at least 24 hours in advance of such a meeting.

Section 5.4 Officer Duties

Officers shall perform the duties customary to their respective offices and such additional duties as may be assigned by the Board of Directors. Decisions on matters shall be determined by a two-thirds majority vote of the Officers.

Article VI. Nominations, Elections and Terms

Section 6.1 Officers

Sub-Section 6.1.1 Nominations and Elections

A call for nominations shall go out to membership no later than February 1. The call for nominations shall remain open for a period of at least two calendar weeks. Full members are eligible to serve as Officers (Associate and Student members may not serve as Officers but may serve as Advisors on the Board; see Section 6.2). Nominees shall be contacted to confirm acceptance of nomination. Upon acceptance, the nominee shall provide a brief professional biography to the Board of Directors. These biographies will be used to generate the online ballot.

A digital ballot shall be released to the members of the Association; the online ballot shall remain open for a period of at least two calendar weeks. Full and Associate members shall participate in elections for Officers of the Association. A minimum of either 30% of membership or 10 individual members, whichever is larger, must cast a vote in the election in order for the results of the election to stand. Members must be in good standing at the time of the election. The winning nominee must receive a plurality of the votes cast. Within one week of the closing of the online ballot the newly elected Officers shall be notified and results shall be communicated to the Association membership.

Sub-Section 6.1.2 Term

Officers shall serve terms of one year, which shall start on April 1. Officers shall be limited to three consecutive terms. Previous board members may be eligible for election to another term for the same board position after a span of two years from the end of their previous term. They may immediately run for a different position on the board. Any Officer may resign at any time by giving written notice to the President which, unless otherwise specified in the notice, shall be effective upon receipt of the resignation, and acceptance of the resignation shall not be necessary to make it effective.

Section 6.2 Advisory members

Members in good standing of the MaineGCA can be nominated (self-nominated or by another individual) at any time. Board Officers will review applications and appoint Advisory members of the Board, following a two-thirds majority vote of the Officers. This review and vote can take place at any regular Board meeting. Similarly, Officers may remove Advisory members of the Board at their discretion, following a two-thirds majority vote of the Officers.

Section 6.3 Officer Vacancies

Any vacancy among the Officers on the Board of Directors may be filled by at least a two-thirds majority vote of the remaining Officers for the unexpired portion of the term and the vacancy shall be filled at the Board’s discretion. In the event of a vacancy for President, the Vice President will assume the role of President.

Any Officer may be removed from office with cause at any regular, annual, or special meeting of the Board by the affirmative vote of at least a two-thirds majority of the Officers then in office.

Article VII. Committees

The Board of Directors may establish standing or ad hoc committees and appoint members thereto, subject to the limitations of Title 13-B.

Article VIII. Finances

Section 8.1 Fiscal Year

The fiscal year of the Association shall be determined by the Board of Directors.

Section 8.2 Financial Oversight

The Board of Directors shall have authority over the financial affairs of the Association, including approval of budgets, expenditures, and contracts.

Article IX. Conflict of Interest

The Association shall adopt and comply with a conflict of interest policy applicable to directors, officers, and committee members. All MaineGCA Board Members and volunteers have an obligation to disclose any conflicting or potentially conflicting personal, professional, or business interests they may have, directly or indirectly in conjunction with their role.

Potentially conflicting interests may relate to MaineGCA’s programs, services, or operations. In the event that a Board member or volunteer determines that they have a conflict of interest on a particular matter, they shall disclose the conflict to the Board of Directors.

Members of the Board of Directors and volunteers shall annually sign and submit the Disclosure Form attesting that they have read the policy and disclosing any such conflicts of interest. If subsequent to any such annual disclosure the individual becomes aware of an additional or new conflict of interest required to be so disclosed, that individual shall promptly make the required disclosure.

Disclosure under this Conflict of Interest Policy should not be construed as creating a presumption of impropriety or as automatically precluding someone from participating in a MaineGCA role or activity. Rather, it reflects MaineGCA’s recognition of the many factors that can influence one’s judgment and a desire to make as much information as possible available to other participants in MaineGCA-related matters.

Conflict of Interest disclosures will be kept on file on an annual basis within MaineGCA records.

Article X. Indemnification

To the fullest extent permitted by law, the Association shall indemnify its directors, officers, and committee members, including former directors, officers, and committee members against expenses and liabilities incurred in connection with their service to the Association.

Article XI. Amendments

These Bylaws may be amended when necessary by at least a two-thirds majority vote of the Officers of the Board of Directors, unless otherwise required by law or the Articles of Incorporation. Proposed amendments from the membership must be submitted to the Board of Directors.

Bylaws shall be reviewed on an annual basis unless a special consideration arises where the MaineGCA Board will determine if additional amendments are needed. Annual review of the bylaws shall be performed prior to the call for nominations for the election of the Officers on the Board of Directors.

The Board of Directors will create an open comment period for the General Membership to comment on proposed changes to Bylaws. Public comments will be taken into consideration by the Board in the final vote.

Article XII. Dissolution

The MaineGCA may be dissolved by a two-thirds (2/3) vote of the Officers on the Board of Directors then serving, provided that notice of the proposed dissolution has been submitted to the Directors in writing with written notice of the meeting date to decide on the proposed dissolution at least thirty (30) days prior to the meeting date. Upon dissolution of the Association, the assets of the Association shall be distributed in accordance with Title 13-B and for purposes consistent with Section 501(c)(6) of the Code to another professional or trade association with similar purposes, as determined by the Board of Directors.