Bylaws

Orphan Medical Network International

BYLAWS ARTICLES OF CONSTITUTION

INCORPORATED NOT FOR PROFIT ORGANIZATION

AUGUST 1, 2001

ARTICLE I

NAME OF SOCIETY

The name of the organization shall be: Orphan Medical Network International

The organization will also do business as O.M.N.I., under the Trade Name Registration Guidelines of the State of Ohio, in The United States of America.

ARTICLE II

Mission and Vision

Mission Statement

Orphan Medical Network International (OMNI) is devoted to sustained improvements in the lives of orphaned and vulnerable children in Africa.

Vision Statement

OMNI’s vision is community development through:

Direct medical care
Education
Community support

OMNI strives to accomplish this vision in an atmosphere of Christian Faith and hope that is respectful to indigenous cultures.

Guiding Principles

We believe that children have the right to access health care and education in all areas of the world despite geographical circumstances. We first seek to provide health care to vulnerable and orphaned children and their communities, secondly assisting in education and community development to provide hope for their future. We believe that our care must be aligned and respectful of indigenous cultures, and supportive of religious or national sensitivities.

OMNI teams are compiled of health professionals and talented, compassionate people who volunteer their time, pay their own expenses and care for those in need in an atmosphere of Christian faith.

ARTICLE III

Postal Physical Address

OMNI’s postal address in the United States is listed as such: Orphan Medical Network International, 6930 Empire Lane, Roanoke, VA 24018 USA.

OMNI’s postal address in Zambia, Africa is listed as such: Orphan Medical Network International, P.O. Box 240469, Ndola, Zambia, Africa.

ARTICLE IV

Office Bearers

Section 1, Board of Trustees:

General Management Oversight: The Board is responsible for the overall management of the Corporation through effective policy making, planning, and evaluative review and thorough effective financial and personnel administration.

Section 2, Specific Duties of the Board:

Without limiting the Board’s responsibility for the overall management and policy direction of the Corporation, the Board is specifically charged with the responsibility to:

Elect the Officers of the Board & Executive Committee, and in between Annual Meetings, members of the Board and Executive Committee.
Employ the Executive Committee of the Corporation and authorize the employment of other Executive Committee officers as necessary and in consultation with appropriate committees of the Board.
Establish and serve on committees, in addition to the standing committees, as may be necessary to carry out the work of the Board and hear periodic reports and act upon recommendations of such committees.
Approve use of third parties in order to carry out necessary functions as they relate to recommendations of any committee or Executive Committee.
Delegate program operations and other administrative matters to the Executive Committee and Officers.
Periodically review the Corporations Bylaws.

Section 3, Executive Committee:

The Executive Committee shall be made up of the Officers of the Corporation, with the exception of the Secretary.

Section 4, Specific Duties of the Executive Committee:

Without limiting the Executive Committee’s responsibility for the operation and execution of the Corporation, the Executive Committee is specifically charged with the responsibility to:

Establish strategic planning initiatives, long range objectives and goals, and develop program priorities for the Corporation.
Determine policies related to the Corporation’s standard operating procedures and execution of Purpose and Mission. Policies are to be reviewed and approved by a simple majority of the Board of Trustees; at any meeting such need for approval has been determined in the notice.
Determine environmental needs and types of services to be provided after consultation with all appropriate standing committees and local authorities.

Section 5, Officers:

As noted in Article IV, section 3, of the Bylaws of this corporation, the Officers shall be President, First Vice President, and Secretary.

Section 6, Names of the Office Bearers,

President: Karen ReMine, RN, NCBF, Virginia

Vice President: William Jacobsen, CEO, Franklin Memorial Hospital, Virginia

Recording Secretary: Mary Sue Claus, Ohio

Member: Roland James Brandt, DO, Michigan

Member: Charles Koch, Ohio

Member: Rev. Elijah Mwintanti, Virginia

Member: Dr. Tyler Putnam II, Virginia

Member: Doug Ross, DDS, Virginia

Member: Jon Wilhelm, Ohio

Child Sponsorship Advisor: Chriss Davies Ross, Virginia

Article V

Duties of the Office Bearers

Part A: President: The President shall reside at the Annual Meeting and to the meetings of the board and of the Executive Committee. Subject to the control of the Executive Committee, the President shall exercise general policy direction over the affairs of the Corporations and shall perform generally all duties incident to the office and such other duties as my be assigned by the Board of Executive Committee, including serving as a member ex-officio of all standing committees, except that in charge of Nominations. The president may appoint any member of the Executive Committee to serve in an ex-officio capacity on any standing committee.

Part B: First Vice President: The First Vice President shall execute, in order, the duties of the President in the absence, disability, resignation, removal, or death of the President.

Part C: Treasurer: The Treasurer shall have charge of all funds and securities of the Corporation and shall disburse or otherwise deal with them as shall be ordered by the Executive Committee. When necessary or proper, the Treasurer may endorse for collection on behalf of the Corporation checks, notes and other obligations. The Treasurer shall cause the deposits of the funds of the Corporation to its credit in such banks and depositories as the Board shall from time to time designate. The treasurer, whenever required by the Board or Executive Committee, shall make and render a statement of the accounts and such other instruments as may be required. The treasurer shall keep or cause to have kept, in the books of the Corporation, a full and accurate account of all monies received by or paid on behalf of the Corporation and perform such other duties as my from time to time be assigned to the Treasurer by the Board.

Part D: Secretary: Secretary of the corporation shall keep the minutes of the Annual meeting and of all proceedings of the Board and Executive Committee and shall be custodian of all records of the corporation. The Secretary shall be a member of the Executive Committee for voting purposes.

Section 7, Officer Reports:

Officers shall make reports to any meeting where indicated in the notice for any and all committees that they are chair.

Article VI

Terms of Office for Office Bearers

The election of officers shall take place in March at which time a nominating committee shall present its slate for officers. Election shall be by acclamation or ballot as determined by the chairperson.

A majority of votes cast shall constitute an election. All officers shall be elected for three years. The term of office shall begin at the close of the annual meeting of the corporation following their election. The number of terms allowed to serve shall be unlimited.

VII

Membership

The Management of Orphan Medical Network International Corporation shall be vested in a Board of Trustees. The Board of Trustees shall consist of not more than 15 nor less than 5 members. Members shall be nominated from the highest of the society and the board’s recommendation. All members shall be voted on for admission with a majority vote to become a member.

VIII

Termination of Membership

A deliberative assembly has the inherent right to make and enforce its own laws and removal of an offender of the board’s mission statement. The removal of a member of the board shall be administered only with the majority vote of the board and the approval of the executive board in power. For the protection of the member at question, a written notice of offences must be presented to the board for review before a vote is to be cast.

Article IX

Discipline

The board of OMNI has the only right to discipline behaviors that would adversely effect the mission statement of the organization. As previously stated in Article VIII, the executive board along with the board of this organization has the right and the responsibility to review the formal grievance and to follow with such written discipline that is appropriate for the grievance at hand. The expulsion of the member shall only be with the majority vote and the written consent of the board members who agree that the offence holds the mission statement in jeopardy.

Article X

Finance

The disbursement of all funds for provision of supplies for the orphans and team related need shall reside with no less than two members of the Executive Committee. The medical team leader will disburse supplies and funds during the medial trips based on recommendations made by the Program Service Committee. The treasurer will be responsible for maintaining the accuracy of the financial records and reporting regularly at the board meetings.

Article XI

Meetings

During meetings of the Orphan Medical Network International Board and Executive Committee, the President shall reside as Chairperson, unless otherwise appointed by the President amongst an Executive Committee member. Board meetings shall be held not less than four times per year or may be called at any time under the direction of the President of the board. These processes shall govern Orphan Medical Network International in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the organization may adopt. In the event that there is an equal number of votes cast by both side of a Board decision the Executive Committee, by simple majority shall break the tie.

Part A: Regular Meetings: Regular Meetings of the Executive Committee shall occur every month, except those months where a simple majority of the Executive Committee will not be able to attend in person.

Part B: Special Meetings: Special Meetings of the Executive Committee may be called by the President, or, in the absence of the President, by one of the members of the Executive Committee. Notice shall be sent to all Executive Committee members stating the purpose of such meetings. No business shall be transacted at the meeting except that stated in the notice of the meeting.

Part C: Annual Meeting: The Annual Meeting of the Corporation shall be held in the month of March or at such time and place as may be designated by the Executive Committee of the Corporation. The following business shall be transacted at the meeting:

Reading of the minutes from the preceding annual meeting.
Reading of the reports and statements.
Unfinished business.
Election of Trustees, and
New and miscellaneous business.

Part D: Fiscal Year: The fiscal year shall begin on August 1 and end on July 31

Article XII

Elections

The election of officers shall take place in March at which time a nominating committee shall present its slate for officers. Election shall be by acclamation or ballot, as determined by the chairperson.

Article XIII

Amendments to the Constitution

The bylaws may be amended at any meeting provided that notice (which includes proposed amendment) has been given one month in advance. Amendment shall require a two-third vote of the Board of Trustees present and voting.

Article XIV

Dissolution

Upon dissolution of Orphan Medical Network International as a corporation, all property, assets, credits/debts, and liabilities shall be made payable to another not for profit charitable organization, whose purpose, mission, and vision are appropriately similar to that of the corporation of OMNI.

Article XV

Disposal of Assets upon Dissolution

As stated in Article XIV, the disposal of assets upon dissolution shall be made payable or will be directly transferred to another not for profit organization whose purpose, mission, and vision are similar to that of the OMNI corporation. All payments and transfers shall be done within a reasonable period of one calendar year or sooner if directed by the Executive Board.