ARTICLE I
NAME

This Organization shall be known as the MGnet Chapter of the Myasthenia Gravis Foundation of America, Inc., referred to hereinafter as the Chapter. It is a chartered chapter of the Myasthenia Gravis Foundation of America, Inc., referred to hereinafter as MGFA, which is incorporated as a non-stock, nonprofit organization, incorporated in 1952 under the laws of the State of New York.

ARTICLE II
LOCATION

Anywhere there is a computer with a modem.

ARTICLE III
PURPOSE: Mission and Vision

The mission of the Chapter is to assist the MGFA in their purpose; provide support to isolated myasthenics around the world; connect patients with their local chapters; and bring about greater public awareness of myasthenia gravis all via the Internet and the World Wide Web.

The vision of the Chapter is a total connection of all myasthenics to information, support and each other.

ARTICLE IV
MEMBERSHIP
Section I

The membership of the Chapter shall be open to all persons with myasthenia gravis, their families, friends, physicians, and other persons who demonstrate an interest and desire to further the goals of the Chapter, and who pay the annual $10 (U.S.) dues. Family members using one Internet Service Provider may apply for a single membership and be entitled to one membership vote.

Section II

The annual dues of $10 (U.S.) shall be waived for any myasthenic who states that it is a financial hardship to pay a membership fee.

Section III

A Voting Member of the Chapter shall be defined as a member who has paid the annual dues, or has indicated that it would be a financial hardship to do so.

ARTICLE V
MEMBERSHIP MEETINGS
Section I

There shall be a minimum of two meetings a year which shall be held in a cyber chat room on the Internet, and shall be known hereinafter as the Spring and Fall Biannual Meetings. Other meetings shall be held on such dates as shall be selected by the Board.

Section II

The Fall Biannual meeting shall convene with the express purposes of nominating two Directors to the Nominating Committee, and accepting nominations for Directors to the Board from the floor. Voting procedures for election to the Nominating Committee shall be presented to the Members. Members shall transact such other business as may properly be brought before the meeting.

Section III

At the Spring Biannual Meeting Members shall transact such business as may properly be brought before the meeting. The Directors shall cause to be presented a report of operations, including statements of assets and liabilities, and income and expenses, for the fiscal year preceding the meeting.
An explanation of voting procedures shall be presented to the Members at the Spring Biannual Meeting, and elections of Board Members shall take place within two (2) weeks of the Spring Biannual Meeting. The annual Directors' election, shall precede the election of officers; the Board of Directors shall elect its Officers from within its body.

Section IV

Quorum for the general Membership in attendance at any properly called meeting shall be the number of members present. Quorum for a roll call vote, electronic vote ballot, or return-mail ballot shall be a simple majority of ballots returned.

Section V

Suggested motions and agenda items must be submitted to the President thirty (30) days prior to the scheduled meeting. The President shall decide which items are to be included in the final agenda. The agenda will be e-mailed to the Voting Members at least ten (10) days in advance. Motions not scheduled in advance may be presented under new business, as time permits.

Section VI

Special meetings of the Voting Members may be called for any purpose or purposes and shall, unless otherwise prescribed by statue, be called by the President, at the request in writing of 10% of the Voting Members.

ARTICLE VI
BOARD OF DIRECTORS
Section I

1. The Board shall consist of no fewer than seven (7) members or more than twenty-one (21) members. The Officers and Directors shall serve as Board members. All Board members must be elected as stipulated, and be approved by majority vote of the Membership. The Board of Directors should include persons with a sincere interest in or professional connection with myasthenia gravis and/or knowledge of the Internet. Board members shall perform the duties prescribed by these bylaws.

2. No fewer than five (5) Directors present at a meeting for the transaction of business
shall constitute a quorum. The vote of a majority of the Directors at any meeting where a quorum is present shall be deemed an act of the Board, unless the vote of a greater number is otherwise required by law or by these bylaws. The use of proxies by the Board in regular or special meetings is prohibited.

3. Appointments to the Board to fill a vacancy shall be by an affirmative vote of a majority of the Board present at any properly called and assembled meeting of the Board. Appointees shall serve until the next general election.

4. Regular meetings of the Board shall be held quarterly. One meeting shall take place in conjunction with the Spring Biannual Meeting. Board members must attend two of the four regular meetings per calendar year, unless excused in advance by the President. Any Board member who misses two consecutive meetings may be removed from the Board by a two thirds vote of the Board, subject to that decision being overruled by a majority vote of the Voting Members. Special meetings may be called at any time by the President or by five or more Directors.

5. Suggested motions and agenda items must be submitted to the President twenty-one (21) days prior to the next scheduled Board meeting. The President shall decide which items are to be included in the final agenda. The agenda will be e-mailed to the Directors at least ten(10) days in advance of the scheduled Board meeting. Motions not scheduled in advance may be presented under new business, as time permits.

6. The Board may remove any Director from office, with or without cause, by a two-thirds vote of the remaining Board Members present at any properly called and assembled meeting of the Board.

7. The Voting Members may remove any Director or Officer from office, for just cause and with due process, by a two-third's vote of the remaining Voting Members present at any properly called and assembled meeting of the Voting Members.

8. Any Director wishing to resign must give two weeks notice to the entire Board.

Section II
General Responsibilities of the Board
1. It shall be the responsibility of the Board to establish governing policies and procedures for the purpose of carrying out the programs of the Chapter, and those of the MGFA.

2. Board Members shall serve without remuneration or compensation.

3. The Board shall report in writing to the Voting Members of the Chapter, the Minutes of said meeting and of decisions made, within forty-five (45) days after every regular or special meeting. This report can be placed on a web page or sent by email and, by so doing, will constitute fulfillment of the requirement.

ARTICLE VII
OFFICERS AND DIRECTORS
Section I
Officers

The officers of the Chapter shall be President, Vice President, Recording Secretary, Corresponding Secretary, and Treasurer. To be eligible for election as President or Vice President, candidates must have served on the Board for at least one (1) year prior to election. Elections or appointments will take place within thirty (30) days of the election of new Board Members (unless an extension is approved by a simple majority of the Board), and all officers shall serve a term of two (2) years with a maximum of two (2) consecutive terms.

1. President
The President shall be the official spokesperson of the Chapter, and shall be the chief presiding officer at all regular and special meetings of the Chapter and the Board. The President shall prepare an agenda for each meeting; appoint special committees, subject to the approval of the Board; be an ex officio member of all committees except the Nominating Committee; manage the Chapter listservs; and present to the Members the annual report of the Chapter's activities. The President may also perform such duties as may be properly prescribed by the Board from time to time.

2. Vice President
The Vice President shall assume the duties as assigned by the President and the Board. In absence of the President at a regular or special meeting of the Board or the Chapter, the Vice President shall preside.

3. Recording Secretary
The Recording Secretary shall keep minutes of the meetings of the Board at all regular and special meetings and perform duties as assigned by the President and the Board.

4. Corresponding Secretary
The Corresponding Secretary shall be responsible for handling all non-electronic correspondence to and from the Chapter, and is the custodian of its records except such as are specifically assigned to others, as in the case of the Treasurer's records. These records are open, however, to inspection by any member. The Corresponding Secretary shall keep a file of members, street addresses, e-mail addresses and phone numbers, and shall provide e-mail addresses to the owner of the Chapter listserv. The Corresponding Secretary shall perform duties as assigned by the President and the Board, and submit such reports as are required.

5. Treasurer
The Treasurer, who must be a resident citizen of the United States of America, shall account for the monies of the Chapter, approve payments of bills, and disburse funds under the direction of the Board. The Treasurer shall also be responsible for the continuing record of all income and disbursements, and shall prepare and submit (in writing) an annual report of the finances (for the preceding year) to the Board, the Chapter and MGFA. The Treasurer shall have signature authority on all checks under an amount of two hundred dollars ($200.00 U.S.) and shall share signature authority with another Officer of the Board who is also a resident citizen of the United States of America for any amount over two hundred dollars, ($200.00 U.S.).

Section II
DIRECTORS

Directors of the Chapter shall be individuals who have knowledge, experience or expertise relevant to the Chapter, and who have been elected by the general Membership. They shall include, but are not limited to, Director of Development, Computer Technical Advisor, Director of Information Technology, and International Facilitator.

1. Director Of Development
The Director of Development shall serve as an advisor to the Board, and is responsible for the continuing maturation of the Chapter and patient services and will also be the Chair of the Program Services Committee. The Director of Development shall be appointed by a majority vote of the Board, and shall serve an open-ended term with a renewal vote by the Board majority to take place no later then the Third Quarter Meeting.

2. Computer Technical Advisor
The Chairperson of the Information Technology Committee for the MGFA may, if he or she chooses, serve on the Board of Directors for the Chapter.

3. Director of Information Technology
The Director of Information Technology shall be appointed by the board to oversee the computer accessibility of the Chapter to its Members, maintain and govern the Chapter web page, and assist members with Internet communications. The Director of Information Technology shall serve an open-ended term, with a renewal vote by the Board majority to take place no later then the Third Quarter Meeting.

4. International Facilitator
The International Facilitator shall be a resident citizen of the United States of America and shall be the liaison between the Chapter and foreign Members, providing explanations and assisting with language and/or cultural complications arising from regular Chapter business. The International Facilitator will assume the signature authority of any Officer who is not a resident citizen of the United States of America. The International Facilitator shall be appointed by a majority vote of the Board and shall serve an open-ended term with a renewal vote by the Board majority to take place no later then the Third Quarter Meeting.

Section III
Removal and Vacancies

Any Officer or Director may be removed, with or without cause, by a two-thirds vote of the remaining Board Members present at any properly called and assembled meeting of the Board. The Board can fill a vacancy at any time.

ARTICLE VIII
COMMITTEES

Operation of Committees: Unless otherwise provided in these bylaws, the President of the Chapter shall appoint a chairperson, Board Members, and others selected on the basis of knowledge and expertise to serve on each of the standing and special committees. Appointments shall be subject to a veto by two-thirds of the current Board. The President of the Chapter may delegate to the committee chairperson the authority to select committee members.

Each standing and special committee shall keep regular minutes of meetings, provide written reports of the meetings to the Voting Members, keep copies of correspondence and promptly report recommendations to the Board. The chairperson of the committee is responsible for calling regular and special meetings of the committee. Except for the Nominating committee, the President of the Chapter shall have the authority to change the chairperson, or member, of any committee at any time, subject to the above enumerated veto power of the Board.

The committees shall have their enumerated duties and shall assume such other responsibilities and perform such other duties as may properly be prescribed by the Board from time to time.

Section I
Standing Committees

1. A Finance Committee shall consist of at least three members. This committee has responsibility for fiscal management through the budget process, the management of property and equipment, the management of investment and operating income, and the production of the annual reports. No member of the Finance Committee shall be a member of the Audit Committee.

2. A Program Committee, chaired by the Director of Development, shall consist of at least three members. It shall be responsible for developing plans for, and overseeing the implementation of the delivery of the mission of the Chapter, in terms of actual patient services, educational services, patient advocacy, and computer availability.

3. An Audit Committee shall consist of at least two (2) members, all of whom shall be members of the Board and none of whom shall be the President, the Vice President, the Treasurer, any member of the Finance Committee, or anyone involved in day-to-day finances of the Chapter. It has the responsibility for completing their audits and their financial reports for the Chapter. The committee is responsible for the audit of the Chapter and shall develop sufficient accounting expertise to fulfill reporting requirements.

4. A Nominating Committee shall consist of two Board Members duly elected by the Membership following the Fall Biannual Meeting. The committee members shall elect a committee chairperson from among themselves. The Nominating Committee, no later than December 15th of each year, shall send to all Board members: (1) a list of current Board Members, term(s) of office with relevant information such as their service activity within the Board, etc.; (2) a request for nominations to be submitted to the Nominating Committee by a date set by the Committee, on a nominating form prepared by the Committee to include pertinent current and background information in support of nomination. The Nominating Committee shall present the Board a written statement of the qualifications of each candidate that the committee decides should be nominated. This statement shall be e-mailed to the Voting Members no later than thirty (30) days prior to the Spring Biannual Meeting.
This committee shall strive to develop and periodically review criteria for Board membership. Annually assess the skills, experience, and other qualifications most needed in new Board Members. Continually identify potential candidates for Board membership, recruit qualified candidates as needed.

Section II
Special Committees

The Board or the President of the Chapter may appoint special Committees of the Board from time to time. Such committees can consist of members of the Board, Voting Members, and others selected on the basis of knowledge and expertise. A Special Committee shall serve at the pleasure of the Board, but in no event beyond the next succeeding Third Quarter Meeting, unless reestablished.

ARTICLE IX
DIVERSITY AND COMMON PURPOSE

1. All members of the Chapter must have a shared belief in the purpose and mission of the Chapter and the MGFA and must commit their time and resources as needed to fulfill their functions.

2. The Chapter shall be committed to equal opportunity, pluralism and diversity in the conduct and administration of its activities and programs.

ARTICLE X
CONFLICT OF INTEREST

Any and all members of the Chapter must avoid any conflict of interest, or appearance of such, as provided in the policies and procedures of the MGFA.

ARTICLE XI
DISSOLUTION

No Chapter net earnings, funds, or value shall inure to the private benefit of an individual. The assets of the Chapter upon dissolution shall revert to the MGFA with a plea that it be used for computer or Internet technology in a manner that benefits patient services. In the event that the MGFA no longer exists, these assets shall be distributed or transferred to another appropriate tax-exempt organization, with the above stipulation, to the extent permitted by law.