THE MENDED HEARTS, INC. NORTHERN VIRGINIA CHAPTER 200 BY-LAWS. As Amended March 7, 2019

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1 THE MENDED HEARTS, INC. NORTHERN VIRGINIA CHAPTER 200 BY-LAWS As Amended March 7, 2019 ARTICLE I: NAME AND STATUS Section 1: This voluntary association of individuals chartered by The Mended Hearts, Inc. (MHI) shall be known as: Northern Virginia Chapter 200 and conduct its affairs as a subordinate component of MHI, 1500 Dawson Road, Albany, GA 31707, founded in 1951 and incorporated in 1955, and subscribes to its By-laws, Policies, and Procedures. ARTICLE II: OBJECTIVES Section 1: The purpose of Chapter 200 is to offer help, support, and encouragement to heart surgery patients and their families and to achieve those objectives through an in-patient Visiting Program, monthly Support Group meeting, bi-monthly newsletter, web site, telephone and outreach, patient advocacy, and speaking engagements. Section 2: The Chapter further provides heart shaped pillows to heart surgery patients through the Visiting Program. Section 3: The Executive Committee may add additional objectives as the committee sees fit providing two-thirds (2/3) of its members concur. ARTICLE III: ORGANIZATION Section 1: This Chapter, a component of MHI, shall consist of all its members in good standing and shall be administered by its Officers and its Executive Committee. Section 2: The officers shall be a President, Vice-President, Treasurer, and Secretary. Section 3: The Executive Committee shall consist of Officers, the Past President, and Chairpersons of Standing Committees. Section 4: Standing Committees shall be established for Visiting, Pillow Program, Programs, Finance, Publicity, and such other Committees as designated by the President and approved by the Executive Committee.

2 ARTICLE IV: MEMBERSHIP Section 1: Members shall be persons who have paid the required MHI and Chapter dues or have joined as non-dues paying members. However, for the purpose of determining quorums and/or voting, only dues-paying members shall be counted. Section 2: Members in good standing from other Chapters who move into the area will be accepted as members of the Chapter without payment of dues until their membership renewal anniversary dates. Section 3: Honorary Chapter membership may be conferred on an individual who has made outstanding contributions in the service of the Chapter. Recommendations for this class of membership is made through the Executive Committee and presented to the membership for their approval. Honorary members will not be required to pay Chapter dues or any other special assessments required of the membership. However, the Chapter shall arrange for the payment of MHI dues or assessments. ARTICLE V: DUES Section 1: The initial dues of a member shall become payable upon joining the Chapter. Renewal dues shall be payable at the end of the anniversary month of the following year and on every anniversary month thereafter. Section 2: Annual Chapter dues shall be assessed by the Executive Committee. Section 3: Members may be dropped from Chapter rolls for non-payment of dues following three (3) months in arrears. They may be reinstated upon payment of required dues. ARTICLE VI: DUTIES OF OFFICERS Section 1: The President shall: (1) Be the Chairman of the Executive Committee, (2) Preside at Executive Committee, Support Group, Annual, and General Membership meetings, (3) Have the power to make and execute contracts in the ordinary course of Chapter business, (4) Execute all other contracts, obligations, and instruments when authorized by the Executive Committee, (5) Have, in general, all the powers and perform all the duties incidental to the office of President and such other duties as may be prescribed by the MHI By-Laws,

3 (6) Be responsible for putting into effect and carrying out all resolutions duly adopted by the Executive Committee and/or the membership, (7) Have the power to delegate all or any part of these duties to the Vice President or to other Officers, (8) Appoint Chairpersons of Standing and Ad Hoc Committees, instructing them as to the scope of their activities, and (9) Is an ex-officio member without power to vote of all committees. Section 2: The Vice President shall perform duties assigned by the President and have all the powers and duties of the President upon the absence or disability of the President. Section 3: The Treasurer shall 1) have general charge and supervision of the financial record and books of account of the Chapter, 2) be responsible for all funds and securities, 3) deposit all Chapter funds in one or more banks insured by the Federal Deposit Insurance Corporation, 4) pay such bills as have been approved or provided for in the annual budget, and 5) provide documents and assist in the financial audit of the books as directed by the Executive Committee, present financial statements to Executive Committee, Annual, and General Membership meetings, and prepare submission of the annual MHI financial report The Treasurer shall be bonded in such amounts as determined by the Executive Committee. The Treasurer shall appoint, with the approval of the President, an Assistant Treasurer and assign specific functions to that Assistant. Section 4: The Secretary shall record the minutes of the Executive Committee and general membership meetings, prepare relevant Annual MHI reports, prepare correspondence, and perform other duties as assigned by the President. Section 5: It shall be the responsibility of each Officer and committee Chairman to identify and recruit candidates to be his/her replacement. The Officer/Chairman should explain the specifics of the position in question to any such candidates. While this effort is separate from that of the Nominating Committee, the results of this effort should be made available to that committee for consideration. Section 6: Removal of Officers for Cause - Officers may be removed from office, for cause, following a vote of two thirds (2/3) of the Executive Committee. ARTICLE VII: ELECTIONS Section 1: At least two months (60 days) prior to a General Membership Meeting, the President, with concurrence of the Executive Committee, shall appoint a Nominating Committee Chairman. The Chairman shall find willing candidates for the Office of President and the Office of Vice President. Within ten days (10) of such meeting, the Chapter membership

4 shall be notified electronically of the Nominating Committee s slate. Members shall have the opportunity to nominate additional persons for each elective office from the floor. If there is more than one candidate for a position, the President shall appoint an election committee to count ballots and report the results to the President. ARTICLE VIII: TERM OF OFFICE Section I: President and Vice President: The term of office is two (2) years and shall be from the date of installation following the election to the date of installation of successor officers two years later. The President and Vice President and shall not serve more than two consecutive terms in the same office. Section 2: Treasurer and Secretary shall serve at the discretion of the President for as long as the person is willing to serve. ARTICLE IX: MEETINGS Section 1: Support Group Meetings shall be held monthly. These meetings shall be chaired by the President or his designee for the purpose of allowing heart surgery patients and their caregivers to share information on their experience before, during, and after surgery. Section 2: Executive Committee meetings shall be held monthly or on call of any member of the Executive Committee. Executive Committee meetings shall have an agenda, and actions taken by the committee shall be recorded by the Secretary in meeting minutes and made available to members. Section 3: The President shall call at least one General Membership Meeting every two years for the purpose of electing a President and Vice President. These meetings may be held coincident with a Support Group Meeting or other meetings where a quorum of members are present. Notice to all members shall be given electronically or by post in advance of such meeting. Section 4: The Chapter s Annual Meeting shall be held coincident with the April Support Group Meeting. The Annual Meeting shall provide information on the activities of the Chapter during the previous calendar year, present the financial status of the Chapter for the previous calendar year, and present plans for the current calendar year. Any issues raised during such meetings shall be addressed by the Executive Committee. Actions taken on raised issues shall be documented and provided to the membership. ARTICLE X: QUORUMS Section 1: The voting body at General Membership Meetings shall consist of dues-paying members in good standing. A quorum shall consist of 10% of the entire dues-paying membership in good standing or 20 dues-paying members in good standing, whichever is the lesser.

5 Section 2: The quorum for the Executive Committee shall consist of a majority of the Officers and standing Committee Chairmen, or their designees. ARTICLE XI: FISCAL YEAR Section 1: The fiscal year is January l through December 31. ARTICLE XII: Rules of Order Section I: Robert's Rules of Order, revised, shall be recognized as the standard authority for situations not otherwise covered by these By-Laws and the MHI By-Laws. ARTICLE XIII: DISSOLUTION Section 1: Intention to disband shall be brought to the attention of the Regional Director and the National President. When advised, the Chapter President shall forward those records requested to the Home Office. All funds and securities shall be placed on deposit with the Home Office, to be held in escrow for two years, and returned to the Chapter should it become reinstated before the end of that period. No funds shall be dispersed to other organization, charitable or otherwise, in anticipation of dissolution. ARTICLE XIV: AMENDMENTS T0 BY-LAWS Section 1: These by-laws may be amended by the affirmative vote of two-thirds (2/3) of the members in good standing present at any regular meeting at which a quorum is present, provided that notice of any action affecting these by-laws has been made available to all members in good standing, not less than thirty days (30) prior to the meeting at which action thereon is proposed. This notice may be mailed, ed, announced, and/or posted on Chapter 200 s website(s). Any amendments are subject to review of the Board of Directors of MHI and approval of the Regional Director. Presented and adopted by the Chapter Membership, dated: March 7, Attest: Chapter Secretary: Attest: Chapter President: Approved: Regional Director