RPACNY Proposed RPACNY Bylaws Page







Bylaws Page
The following information contains the Bylaws as approved by the RPACNY Board of Directors in August 2009. Should you have any questions, concerns, ideas, commentary or clarifications, please contact the RPACNY Board on the About Us page. Thank you. RPACNY BYLAWS Version 3.0 August 2009 Article I – ORGANIZATION NAME AND CONTACT INFORMATION IA. NAME: The name of this organization shall be Regional Physician Assistants of Central New York (RPACNY). IB. ADDRESS: The official primary address of Regional Physician Assistants of Central New York (RPACNY) shall be: P.O. Box 311 Syracuse, New York 13206 IC. CHANGE OF PRIMARY ADDRESS AND ORGANIZATION CONTACT INFORMATION: The organization’s address and other contact may be changed with a majority vote of the Board of Directors when appropriate. ID. NOTIFICATION OF CHANGE OF CONTACT INFORMATION: The Board of Directors shall have the responsibility to notify the membership of any changes of contact information via electronic or mailed method within a timely manner. Article 2 – MISSION STATEMENT IIA. DEFINITION: Regional Regional Physician Assistants of Central New York is an organization dedicated to providing the most up-to-date information and resources for Physician Assistants and associated health care professionals, enhancing quality patient care. Article 3 – DEFINITION OF OFFICERS IIIA. COMPOSITION OF THE BOARD OF DIRECTORS The Board of Directors shall be comprised of the following elected officials: President Vice President Immediate Past President Secretary Treasurer Two (2) Directors-at-Large Article 4 -- AUTHORITY AND GOVERNANCE OF THE BOARD OF DIRECTORS IVA. The Board of Directors shall have the sole authority to conduct the business and transactions affecting the organization. IVB. USE OF STANDING REFERENCE FOR ORGANIZATIONAL PROCEDURE The Regional Physician Assistants of Central New York shall utilize Sturgis’ “The Standard Code of Parliamentary Procedure” as a standard reference for the governance of the organization. IVC. REQUIREMENTS FOR RUNNING FOR OFFICE AND MAINTAINING OFFICERSHIP IVCi. All individuals running for office on the Board of Directors shall be full members of the organization in good standing for the minimum of three (3) months prior to their nomination to run for a Board position. IVCii. If an individual who wishes to run for Office has had similar experience with (an)other similar organization(s) but has not been a member of the organization for at least three (3) months, their credentials to run for office must be reviewed and approved by a majority vote of the Board of Directors before their name may be placed on the ballot. IVCiii. All individuals who are serving on the Board of Directors are required to uphold the highest ethical standards and must be members in good standing to maintain their office and voting privileges on the Board of Directors. IVD. VOTING AUTHORITY OF THE BOARD OF DIRECTORS In all matters for which a deciding vote of the Board of Directors must be cast, each member of the Board of Directors shall have one (1) vote apiece. Members of the Board who are not present at meetings at which time a vote is required, may not confer their voting privilege to any other individual. However, individual Board members who may not be available to attend and vote may be consulted prior to or during any time that an issue is discussed prior to the vote if their concerns are written and submitted to the Board to review so that their concerns are heard. IVE. MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors shall meet at least quarterly on a date determined by the President or by a majority of the Board of Directors. While it is the President who shall have the responsibility to set a date and agenda for a Board of Directors meeting, the Board may do so without the full approval of thePresident so long as the President is apprised of such meeting times, dates, and agenda and is given the opportunity to have his/her concerns heard. IVF. QUORUM A quorum must be present to conduct the business for the organization. A quorum shall be defined as a majority of the seven (7) Board of Directors. Article 5 -- DUTIES AND RESPONSIBILITIES OF THE OFFICERS AND COMMITTEES VA. DUTIES AND RESPONSIBILITIES OF THE PRESIDENT VAi. The President shall call and preside at all meetings of the Board of Directors and all general membership meetings of the organization, and at any special meetings called by the Board of Directors and/or membership. VAii. The newly elected incoming President shall appoint all Committee Chairs with the approval of the Board of Directors. VAiii. The President shall serve as ex-officio member of all committees. VAiv. The President shall provide the Board of Directors with a listing of goals and objectives and a tentative Calendar of Events for the year in which s/he will be serving at the first meeting of the Board of Directors for which the President is presiding. The Board of Directors shall have the authority and responsibility to approve the Calendar and listing of goals and objectives for the coming year. VAv. The President shall have the authority to make assignments of specific duties and responsibilities to individual Board members, committees and members of the organization as needed. VAvi. At the end of his/her tenure, the President shall provide the incoming Board of Directors and General Membership with an annual report of the activities accomplished by the organization during his/hertenure. VAvii. The newly elected President shall provide a report to the Membership on an annual basis at the first dinner meeting of the new fiscal year, outlining the goals and objectives for the upcoming year to the general membership. VAviii. The President shall have the responsibility for negotiating and signing all contracts pertaining to the general operation and accomplishment of the organization’s goals and objectives. All contracts for amounts of $500 or above must be approved by the Board of Directors prior to being signed by the President. VAix. The President shall have the overall responsibility to assure that the organization is operating in an ethical manner, upholding its bylaws, and meeting its financial obligations, goals and objectives. VB. DUTIES AND RESPONSIBILITIES OF THE IMMEDIATE PAST PRESIDENT VBi. The Immediate Past President shall perform all duties in the absence of the President and perform such duties as assigned by the President. VC. DUTIES AND RESPONSIBILITIES OF THE VICE PRESIDENT VCi. The Vice President shall be responsible for developing a Calendar of Events and a listing of goals and objectives which s/he may wish to see the organization accomplish in the year for which they will hold tenure as President. VCii. The Vice President shall be responsible for such duties and responsibilities as assigned by the President and Board of Directors. VCiii. The Vice President shall assist the Director-at-Large and conference planning chair with ongoing CME activities. VD. DUTIES AND RESPONSIBILITIES OF THE SECRETARY VDi. The Secretary shall be responsible for recording the minutes of all Board of Directors, General Membership and Special Meetings called for the discussion of business affecting the organization and/or its membership. VDii. The Secretary shall be responsible for assuring that the minutes of all meetings are corrected and approved by the Board of Directors. VDiii. The Secretary shall handle all of the correspondence, including electronic transmissions, for the organization in conjunction with the President.. VE. DUTIES AND RESPONSIBILITIES OF THE TREASURER VEi. With the approval of the Board of Directors, the Treasurer shall have the overall responsibility for the maintenance of records and distribution of all funds of the organization. VEii. The Treasurer shall make a financial report quarterly to the Board of Directors, detailing the full financial assets and liabilities of the organization. VEiii. The Treasurer shall provide the Board of Directors and the General Membership with an Annual Report accounting for the total income and distribution of funds for the year in which the Treasurer has served. VEiv. The Treasurer shall assure that all of the organization’s monies and funds are held in FDIC insured institutions, unless the Board of Directors directs otherwise. VEv. The Treasurer shall create and maintain such organizational records, files, correspondences and databases as shall be designated by the President and/or Board of Directors. VEvi. The Treasurer shall assure that all membership information and financial information of the organization is maintained in a secure manner at all times. VEvii. The Treasurer shall share written and electronic information with other Board member(s) and/or Committee Chair(s) for official organizational purposes only as decided upon by a majority vote of the Board of Directors. The Treasurer shall not share membership information or financial information regarding the organization with any person(s) or external organization(s) without the express permission and majority vote by the Board of Directors. VF. DUTIES AND RESPONSIBILITIES OF THE DIRECTOR-AT-LARGE VFi. There shall be two (2) Directors-at-Large serving on the Board of Directors. VFii. The Directors-at-Large shall perform such duties as directed by the President and Board of Directors. VG. GENERAL COMMITTEE GUIDELINES VGi. The Board of Directors shall have the authority to create and dissolve permanent and ad hoc committees based on the needs of the organization. Committees shall be created and dissolved with the majority vote of the Board of Directors. VGii. Each committee shall have a Chair appointed by the President and that individual shall be approved by and serve at the discretion of the Board of Directors. VGiii. Committee Chairs must be full, honorary or student members in good standing with the organization. VGiv. In the event a Chair cannot fulfill his or her responsibilities, the Board of Directors should be notified by the Chair a minimum of one (1) month prior to leaving their position whenever possible. VGv. A Committee Chair may be removed from his/her position for valid substantiated cause. The President and/or his/her designee shall give the Chair written information regarding the proposed removal. The Chair will be given the reasons(s) for their removal and provided an appropriate amount of time to address concerns prior to any official removal proceedings. VGvi. If the Board deems that their concerns have not been properly rectified, the Chair may be removed by a majority vote of the Board of Directors. Article 6 – MEMBERSHIP VIA. CATEGORIES OF MEMBERSHIP VIAi. Definition of Membership Categories: The categories of membership shall consist of: Full Student Affiliate Honorary VIB. DEFINITION AND PRIVILEGES OF FULL MEMBERSHIP VIBi. Definition of Full Membership To apply for and maintain Full Membership in the organization, an individual must: * Be registered and licensed as a Physician Assistant by the New York State Department of Education * Live and/or practice within the geographic borders of New York State. * Uphold the ethical practices of the Physician Assistant profession as defined by the American Academy of Physician Assistant’s Code of Ethics. * Uphold the laws, regulations and ordinances as defined and assigned to Physician Assistants by New York State. * Have paid the full required annual dues assigned to the category of Full Membership. VIBii. Privileges of Full Membership A Full Member: * Is entitled to receive all communications of the organization * May serve on Committee(s) of the organization and may be appointed as a Committee Chair with approval of the majority of the Board of Directors. * Participate in the organization’s CME Events * Receive appropriate CME credit providing all fees have been paid * Vote in all matters requiring a vote of the General Membership * Nominate and vote for all candidates running for office of the organization * Other privileges as defined and assigned by the Board of Directors VIC. DEFINITION AND PRIVILEGES OF STUDENT MEMBERSHIP VICi. Definition of Student Membership To apply and maintain Student Membership in the organization, an individual must: * Be enrolled and in a Physician Assistant Educational Program that is accredited by the ARC-PA, or other accrediting body as defined and recognized by the Academy of Physician Assistants and Physician Assistant Education Association. * Be in good professional and academic standing within the PA Educational Program in which they are enrolled. * Uphold the ethical practices of the Physician Assistant profession as defined by the American Academy of Physician Assistant’s Code of Ethics. * Uphold the laws, regulations and ordinances as defined and assigned to Physician Assistants by New York State. * Have paid the full required annual student fee assigned to the category of Student Membership. * Other privileges as defined and assigned by the Board of Directors. VICii. Privileges of Student Membership A Student Member: * Is entitled to receive all communications of the organization * May serve on Committee(s) of the organization * Participate in the organization’s CME Conference Events, but will not receive CME credit * Vote in all matters requiring a vote of the General Membership * Nominate and vote for all candidates running for office of the organization * Be a resident of New York State * Other privileges as defined and assigned by the Board of Directors. VID. DEFINITION AND PRIVILEGES OF AFFILIATE MEMBERSHIP VIDi. Definition of Affiliate Membership Affiliate Membership is available to those individuals interested in the Physician Assistant profession but who do not meet the requirements for Full or Student membership. Affiliate Members must: * Have paid the full required annual fee assigned to the category of Affiliate Membership. * Uphold ethical practices and the laws of New York State and the United States. VIDii. Privileges of Affiliate Membership An Affiliate Member: * Is entitled to receive all communications of the organization * May serve on Committee(s) of the organization but may not serve as a Committee Chair * Participate in the organization’s CME Events * Other privileges as defined and assigned by the Board of Directors VIE. DEFINITION, CONFERENCE, AND PRIVILEGES OF HONORARY MEMBERSHIP VIEi. Definition of Honorary Membership To apply for and maintain Honorary Membership in the organization, an individual must: * Have demonstrated exemplary service to the Regional Physician Assistants of Central New York. VIEii. Conference of Honorary Membership Any Full, Affiliate, Student, or Honorary member in good standing within the organization may nominate an individual, group or organization for Honorary Membership at any time during the calendar year, and this shall be discussed and approved by a majority vote of the Board of Directors at their next scheduled meeting. The duration and privileges appropriate to the Honorary Membership shall be decided by the Board of Directors. VIEiii. PRIVILEGES OF HONORARY MEMBERSHIP An Honorary Member, at the discretion of the Board of Directors may be: * Entitled to receive all communications of the organization * Serve on Committee(s) of the organization or may be appointed as a Committee Chair with Board Approval * Participate in the organization’s CME Events * Receive appropriate CME credit providing all fees have been paid * Vote in all matters requiring a vote of the General Membership * Nominate and vote for all candidates running for office of the organization * Shall be entitled to membership without paying dues * Other privileges as defined and assigned by the Board of Directors VIF. DURATION OF MEMBERSHIP YEAR AND APPLICATION FOR MEMBERSHIP VIFi. Definition The organization’s membership year shall run from July 1st to June 30^th of the following year. VIG. MEMBERSHIP DUES VIGi. Determination of Dues Fees The fee for membership dues shall be reviewed annually and determined by the majority vote of the Board of Directors. VIGii. Applications for membership shall be accepted throughout the year, though the dues necessary to be paid shall be the full amount regardless of the time the application is made. VIH. APPLICATIONS FOR MEMBERSHIP Applications for membership will be available through the Board of Directors, at CME conference events, Dinner meetings, and through the RPACNY Website. Article 7 – ELECTIONS VII. ELECTIONS PROCESS VIIA. ELIGIBILITY FOR OFFICE Only a Full Member in good standing shall serve as an elected Officer of the organization. VIIB. ELECTIONS COMMITTEE COMPOSITION AND PARTICIPATION VIIBi. COMPOSITION OF THE ELECTIONS COMMITTEE The President shall select an Elections Committee Chair, who shall be a full member in good standing in the organization. The Elections Committee Chair shall be approved by a majority vote of the Board of Directors. VIIBii. PARTICIPATION ON THE ELECTIONS COMMITTEE An individual who wishes to run for a position within the organization shall not be permitted to chair the Elections committee, nor be allowed to participate on the Elections committee during the elections in which they are running for office. VIIC. DECLARATION OF CANDIDACY All candidates for office shall be a Full Member in good standing in the organization, and shall declare their candidacy by March 15^th. Written and/or electronic notification shall be received by the organization of intent to run for office by that date. Extension of the deadline for nominations is at the discretion of the Board of Directors, and shall be determined by the President after consultation with the Board of Directors. VIID. PLATFORM STATEMENTS All candidates who are eligible to run for office, shall provide their written platform statements to the organization no later than March 15th for publication on the RPACNY website or via other publications determined by the Board of Directors. VIIE. BALLOTING PROCEDURES VIIEi. Elections shall be held by annually for those offices which shall become vacant. Voting for candidates will be at the May meeting prior to the time the offices are to be filled. VIIEii. Each Full, Student, Honorary and Member shall have the privilege to cast one vote for a candidate for each office for which elections are being held. In the event there is no candidate for office on the ballot, all individuals eligible to vote may self nominate or nominate a candidate who meets the criteria to hold office in the organization at the time of voting. VIIEiii. In the event members who wish to vote cannot be present at the elections meeting, they may vote for their approved candidate(s) either via electronic or written notification to the Elections Chair within two (2) weeks of the elections meeting. The Elections Chair will assure that all members who did not attend the meeting where voting took place, will receive an official ballot. VIIEiv. Votes for candidates, whether they are received via electronic or written notification will not be counted as valid if received after the final membership vote. VIIEv. Positions for election not filled via nomination and for which there is no on running on the election slate may be filled by the presidency after the election, with the majority vote approval of the Board of Directors. VIIEvi. In the event an individual is appointed to serve in a position on the Board of Directors, that Individual will hold office will be until the next official elections of the organization. VIIF. PROCESS FOR DETERMINING VOTING RESULTS VIIFi. The Elections Committee shall count all votes received at election meeting and via electronic or U.S. Mail received by the elections deadline. VIIFii. The Elections Committee Chair shall provide an official report to the Board of Directors and the General Membership regarding the results of the elections within two (2) weeks of the elections. VIIFiii. Candidates who receive the majority of the votes shall be declared the winner. In the event of a tie, the current Board of Directors shall vote to declare a winner by a majority vote. In the event a member of the Board is running for the office for which there is a tie vote, that individual must declare his or herself ineligible to vote to break the tie. VIIFiv. The President shall officially notify all candidates who have run for office of the results of the membership’s vote no later than three (3) weeks after the election is officially concluded. VIIG. TERM OF OFFICE VIIGi. All new candidates shall officially take office July 1st. The end of term is June 30th, the following calendar year for those offices having a one (1) year duration. The end of term is June 30th, two (2) calendar years later, for those offices having a two (2) year duration. VIIGii. The Term of Office for President, Vice President and Immediate Past President shall be for one (1) year. VIIGiii. The Term of Office for Secretary, Treasurer and Directors-at-Large shall be for two years. VIIGiv. The Secretary and Treasurer shall not run for office within the same calendar year, unless there has become a vacancy for the position(s). VIIGv. The two Directors-at-Large positions shall not run for office within the same calendar year, unless there has become a vacancy for the position(s). VIIGvi. Officers may not serve more than three (3) consecutive terms in any one position. Board members who have finished three consecutive terms shall have the right to run immediately for other positions on the Board of Directors. VIIH. TRANSITIONS OF ADMINISTRATION VIIHi. There shall be a meeting of incoming and outgoing administrations after the newly elected officers have been selected but before the general business of the organization begins in September, when the new officers shall be officially installed before the general membership. VIIHii. Upon installation of the new officers, all files and all records pertinent to the business of the organization are to be turned over to the newly elected officers. Article 8 – Meetings VIIIA. SCHEDULE OF MEETINGS VIIIAi. There shall be a minimum of one general membership meeting annually. VIIIAii. There shall be a minimum of four (4) Board of Directors Meetings annually. VIIIB. NOTICE OF MEETINGS VIIIBi. The General Membership shall be notified electronically and/or in writing of the date, time and place of General Membership meetings at least two weeks prior to the meeting. Where there may be significant issues for the membership to discuss and/or vote upon, an agenda for the general membership meeting shall be included with the notification. VIIIBii. The Board of Directors shall be notified electronically and/or in writing of the date, time and place of all Board Meeting at least one week prior to the meeting. Where possible, an agenda for the meeting shall be sent to all Board members at the time of the meeting’s notification. VIIIC. SPECIAL MEETINGS VIIICi. Special Meetings shall be called by the President or the Board of Directors. Written and/or elec- tronic notification of Special Meetings involving the General Membership shall be given at least two (2) weeks prior to the meeting. Written and/or electronic notification of Special Meetings involving the Board and individuals who may be called upon to appear before the Board shall be given at least two (2) weeks prior to the meeting and notified as to the nature of their need to appear. Article 9 – FINANCIAL ISSUES IXA. PURPOSE OF FUND COLLECTION IXAi. All funds collected by the organization shall be used to conduct the business of the organization. IXB. DETERMINATION OF DUES AND FEE STRUCTURES IXBi. The Board of Directors shall have the authority to establish the fees for the organization’s annual dues and for all events organized and presented by the organization. Determination of all dues and fees shall by approved by a majority vote of the Board of Directors. IXC. ANNUAL BUDGET IXCi. The Treasurer shall present an annual balanced budget to be approved and adopted by the Board of Directors by a majority vote. IX Cii. The organization’s budget shall run from July 1^st to June 30^thof the following year. IXCiii. The Board shall adopt an annual budget to reflect an equal balance between assets and liabilities. Article 10 – DISCIPLINARY ACTION X. PURPOSE OF DISCIPLINARY ACTION Disciplinary Action shall be taken towards those members who have been found to have committed acts of professional misconduct, or who have worked to subvert the principles and purposes of the organization, or who have purposefully injured the professional standing of a member or the organization. XA. DISCIPLINARY PROCEDURE XAi. Disciplinary Procedures shall be provided equitably for all individuals brought for disciplinary action. XAii. Any member of the Board of Directors who would have direct affiliation with the incident regarding the need for disciplinary action must declare that they have a conflict of interest, and shall not participate in the disciplinary action proceedings or any appeals process. XAiii. All individuals reviewed for alleged disciplinary action shall have the right to a full and timely hearing, and provided all evidence and information regarding witnesses with significant time before a hearing. XAiv. No real or perceived disciplinary actions can be taken against an individual brought up for Disciplinary action until the full appeals process is exhausted. Regional Physician Assistants of Central New York recognizes the right that all individuals are innocent until proved without doubt that they are guilty. As such, the rights, privileges and membership of an accused individual are upheld until such time that the RPACNY appeals process are fully exhausted. XAv. All hearings regarding disciplinary action shall take place at a mutually agreed upon time, date and place between the Board of Directors and the accused. XAvi. The individual accused of any action that would necessitate disciplinary procedures has the right to provide all information and evidence in support of their defense, including the questioning of any witnesses who may provide testimony against them, as well as provision of witnesses for their defense. XAvii. In the event disciplinary action is brought against a Board member, the individual will be allowed all the rights and privileges to review evidence and question witnesses, and provide for their own defense, however the accused individual will not be allowed to vote on the Board of Directors regarding their case. XB. APPEALS PROCESS XBi. In the event an individual wishes to dispute the final decision of the Board of Directors, the individual is entitled to a full appeals hearing comprised of five (5) individual PAs (Appeals Committee) that are mutually agreeable between the Board and the accused. These individuals may not have been privy to prior information to the case, nor have had any influence provided to them by the Board of Directors or the accused. XBii. The appeals hearing must take place within three (3) months of the Board of Director’s original Decision at a date, time and place mutually agreeable between the Board of Directors and Appeals Committee and the accused. XBiii. The Appeals Committee will hear all evidence and witnesses provided by the accused and the Board of Directors and the Appeals Committee will work to negotiate an appropriate mutually agreeable resolution. XBiv. Within one week of the appeals hearing, the Appeals Committee shall make their recommendations known to the Board of Directors and to the accused. Article 11 – DISSOLUTION OF THE ORGANIZATION XIA. PURPOSE OF DISSOLUTION XIAi. The Regional Physician Assistants of Central New York shall be dissolved in the event of financial hardship that is irreparable after all means have been sought to do so. The organization may also be dissolved should the purpose of the organization and its mission statement no longer be viable or necessary. XIB. DISSOLUTION PROCESS XIBi. The general membership shall be notified by the Board of Directors in electronic and/or written means that the organization’s dissolution is pending, with approximate dates given for the final process to occur. XIBii. A total final accounting of all of the organization’s assets and liabilities shall be made by the Board of Directors at the time dissolution is being considered. XIBiii. Any physical assets of the organization shall be sold. XIBiv. The Board of Directors shall make a best effort to pay all creditors from the assets of the organization in full prior to its dissolution. XIBv. Any remaining assets of the organization shall be donated to the entity(ies) as determined by the Board of Directors in office at the time of the RPACNY’s dissolution. Article 12 – AMENDMENTS XIIA. PROCESS FOR AMENDING THE BYLAWS XIIAi. All Full, and Student members of the organization shall have the opportunity to make a request to have amendments to the bylaws considered, provided they give written notice to the Board of Directors of the nature of the proposed change(s), as well as appropriate reason(s) to substantiate the change(s). XIIAii. The Board of Directors shall review all written proposals for amendments and take such action as deemed appropriate. XIIAiii. The Board of Directors shall notify the individual(s) who has proposed the bylaws changes of their decision and reasons for their decision. In the event the Board feels the request changes are appropriate, they shall follow the Process for Amending Bylaws, as outlined herein. XIIAiv. All proposed changes of the bylaws shall be provided to the general membership in written and/or electronic format by the Board of Directors. The general membership shall have 30 days after notification to provide the Board of Directors with oral and/or written commentary regarding their position and suggestions regarding the proposed bylaws changes. XIIAv. After the 30 day period of review of the bylaws by the general membership, the Board shall consider all proposals made by the general membership and provide a final format for the bylaws. XIIAvi. Where there may be issues raised, and wordings altered in the proposed bylaws in such a manner as to substantially change the meaning and intent of the bylaws, the newly revised bylaws will be again be made available to the general membership in written and/or electronic format for a period of two (2) weeks for commentary. XIIAvii. After the two week commentary period is over, the Board may, by a majority vote, adopt the bylaws as amended and reviewed by the general membership in their final format, and the bylaws changes shall become official at the time of that majority vote by the Board of Directors. XIIAviii. The general membership shall be notified within 30 days of all final vote on the bylaws amendments approved by the Board of Directors. XIIB. AVAILABILITY OF THE BYLAWS XIIBi. All Full, Student, Affiliate and Honorary members shall have the right to review and retain copies the organization’s bylaws. XIIBii. Copies of the bylaws shall be made present at all General Membership, Special and Board Meetings. XIIBiii. The Secretary shall assure that the bylaws will be made available at these times and will have the responsibility to assure that members have access to the bylaws. XIIBiv. The Board of Directors shall review the Bylaws annually and make appropriate alterations as necessary through the Amendment process.