About APAFP
Governance
A plain-language summary of how the association is governed under its Bylaws. The executed legal documents govern; the full text is under Constitution & Bylaws.
The members
Membership meetings
The members are the foundation of the association's governance. At the annual meeting they elect the Board of Directors, consider reports on the affairs of the corporation and transact other business properly brought before the meeting. Special meetings may be called at any time by the President, Vice President, Secretary, Treasurer, the Board of Directors, or by at least one-fifth of the members.
Every question is decided by a majority of votes cast, unless the articles, bylaws or law provide otherwise; if the vote is tied, the chair of the meeting has a second, casting vote. Members who cannot attend may vote by mailed-in ballot or by consenting to a resolution sent electronically to the Secretary.
| Item | Rule under the Bylaws |
|---|---|
| Annual meeting | May 1, 11 a.m. each year (next business day if a legal holiday), at the office of the corporation |
| Quorum | 3 members entitled to vote |
| Voting | Majority of votes cast; chair holds a casting vote on a tie; absentee voting by mail ballot or electronic resolution |
| Presiding | The President, or in their absence another officer or a director |
The Board
Board of Directors
The Board of Directors is vested with responsibility for the management of the corporation. Directors are elected by the members at the annual meeting and serve until the next annual meeting and the election of their successors. Vacancies are filled by the Board itself, with the appointee serving the remainder of the predecessor's term.
Directors receive no salaries for their service as directors; the Board may by resolution allow a fixed sum and expenses for attendance at meetings, and a director may serve the corporation in another capacity and be compensated for that.
| Quarterly Board meetings | Notes |
|---|---|
| January 15 · April 15 · July 15 · October 15 | Additional meetings may be called by any Board member on at least 7 days' notice. A majority of the Board is a quorum; a majority of directors present decides. Directors may also vote by mail ballot or electronic resolution. |
The officers
Officers of the corporation
The officers are a President, a Vice President, a Treasurer and a Secretary, together with any other officers the Board elects. Officers are elected by the Board of Directors for a term of one year, may be removed by the Board when the corporation's best interest would be served, and vacancies are filled by the Board for the remainder of the term.
| Office | Principal duties |
|---|---|
| President | Presides at all meetings of the members and the Board; general supervision of the affairs of the corporation |
| Vice President | Discharges the duties of the President in the President's absence or disability |
| Secretary | Countersigns deeds, leases and conveyances and affixes the corporate seal; keeps the record of Board proceedings and the corporation's books, records and documents (other than the Treasurer's) |
| Treasurer | Keeps account of all monies, credits and property; records receipts and disbursements with proper vouchers; renders accounts, statements and inventories as the Board requires |
Committees
Executive Committee
The Executive Committee is composed of the officers of the corporation together with any other persons appointed by the Board, and exercises the powers the Board authorizes. It meets at least once per year, with at least ten days' notice (reduced to forty-eight hours in an emergency determined by the President); three members constitute a quorum. Its members serve without remuneration but are entitled to reasonable expenses. The Board may also appoint other committees and advisory bodies as it considers necessary or appropriate.
Disputes
Dispute resolution
Disputes among members, directors, officers, committee members or volunteers that cannot be resolved in private meetings are first submitted to mediation — by a single jointly chosen mediator, or failing agreement, a panel of three. If mediation does not resolve the matter, it goes to final and binding arbitration in Saipan, CNMI, administered by the American Arbitration Association, with proceedings kept confidential and no appeal on questions of fact or law.
Amendments
Amending the Bylaws
Fundamental changes require a special resolution of the members — among them: changing the corporation's name or the island of its registered office, restricting its activities, creating or changing classes of members or membership conditions, changing the number of directors, changing the statement of purposes or the rules on distribution of property on liquidation, or changing how notice is given and how absent members vote.
This page summarizes the Bylaws of Asia-Pacific Association of Fertility Preservation Inc. in plain language. Read the full Bylaws.