BY-LAWS OF
AIDS TREATMENT ACTIVISTS COALITION
Adopted by ATAC Membership May 22, 2003
INDEX:
ARTICLE I: MISSION STATEMENT
1.1 AIDS Treatment Activists Coalition ("ATAC") is a national coalition of AIDS activists, many living with HIV/AIDS, working together to end the AIDS epidemic by advancing research on HIV/AIDS.
1.2. ATAC shall pursue the following goals:
1.2.1 To encourage greater and more effective involvement of people with HIV/AIDS in the decisions that affect their lives by identifying, mentoring and empowering treatment activists in all communities affected by the epidemic.
1.2.2 To develop within all communities affected by HIV/AIDS and related coinfections the leadership to provide the knowledge and skills needed to advocate for improved research, treatment and access to care.
1.2.3 To enable treatment activists to speak with a united, powerful voice to provide meaningful input into issues concerning HIV disease and related complications and coinfections.
1.2.4 To facilitate communications and set agenda items:
1.2.4.1 between HIV/AIDS treatment activists and government, industry and academia in matters affecting research, treatment and access;
1.2.4.2 among HIV/AIDS treatment activists and the larger HIV community in keeping up to date with the latest developments in research, treatment and access.
ARTICLE II: OFFICE
2.1 The principal office of ATAC shall be c/o New York City AIDS Housing Network, 80A 4th Avenue, Brooklyn NY until such time, if ever, as the Steering Committee selects a different office.
2.2 ATAC may also maintain such other office or offices in such place or places as the Steering Committee may elect, from time to time.
ARTICLE III: FISCAL YEAR
ATAC shall operate on a calendar fiscal year until such time, if ever, as the Steering Committee elects to adopt a different fiscal year.
ARTICLE IV: MEMBERSHIP
4.1 Non-Voting Members.
4.1.1 A Non-Voting Member of ATAC is any individual who submits a membership application to the Steering Committee, in a form designated by the Steering Committee, and who satisfies the following criteria:
4.1.1.1 The applicant must be able to demonstrate some commitment to AIDS treatment activism; and
4.1.1.2 The applicant must have no conflicts of interest, as discussed in Section 4.3 of these By-Laws.
4.2 As used herein, "Voting Members" shall refer to those members of ATAC who satisfy the requirements of Paragraph 4.1 above and who become active members of any ATAC Working Group.
4.3 Applicants for membership shall be deemed to have a conflict of interest if they are:
4.3.1 a direct employee of a drug company, pharmaceutical trade association, medical device manufacturer, and those acting as direct agents thereof; or
4.3.2 an indirect full-time employee of a drug company, pharmaceutical trade association, medical device manufacturer, and those acting as direct agents thereof , i.e., engaged in rendering services to a drug company or pharmaceutical trade association through a contracted, for-profit business, including without limitation public relations firms.
ARTICLE V: REMOVAL OF A MEMBER
5.1 Non-Voting Members may be removed from ATAC's membership rolls for violation of the Rules of Conduct established for ATAC's e-mail lists by the Steering Committee, and for such other good cause as set forth in a written policy on the Removal of Members to be adopted by the Steering Committee.
5.2 Voting Members may be removed from ATAC's membership rolls under the same circumstances as apply to Non-Voting Members, as well as under the following procedure:
5.2.1 Removal For Inactivity:
5.2.1.1 As used herein, the "chair" of a Working Group shall refer to that person or persons selected by the Working Group as being responsible for administrative matters.
5.2.1.2 When a Voting Member is no longer active on a Working Group, as active membership is defined by that Working Group, the chair of that Working Group shall notify both the Voting Member and Membership and Working Group Sub- Committee that the Voting Member is no longer a member of that Working Group.
5.2.1.3 The Membership and Working Group Sub-Committee will notify that Voting Member that they must become an active member in another Working Group in order to retain their status as a Voting Member of ATAC.
5.2.1.4 If, within a period of three (3) months, the Membership and Working Group Sub-Committee has not been notified by a Working Group chair that the Voting Member is an active member of their Working Group, that Voting Member shall be notified by the Membership and Working Group Sub-Committee that they have been designated a Non-Voting Member.
5.2.1.5 All decisions regarding the removal of Non-Voting Members and/or Voting Members from Working Groups for inactivity shall be made by the Membership and Working Group Sub-Committee. Written appeals from any such removal to any such removal can be brought by the member in question to the Steering Committee. The Steering Committee shall either confirm or reverse the decision of the Membership and Working Group Sub-Committee within thirty (30) days of receipt of such written appeal.
5.2.2 Removal For Cause:
5.2.2.1 Any Working Group member may be removed from any Working Group for good cause as set forth in a written policy on the Removal of Members to be adopted by such Working Group.
5.2.2.2 Written appeals to any such removal can be brought by the member in question to the Steering Committee. The Steering Committee shall either confirm or reverse the decision of the Working Group within thirty (30) days of receipt of such written appeal.
5.3 Notwithstanding anything to the contrary set forth herein, until such time as a permanent Steering Committee is elected by the Voting Membership of ATAC, any person who subscribes to the electronic mailing list ATAC-DISCUSS shall be deemed a Voting Member of ATAC and shall enjoy the voting rights reserved to Voting Members.
ARTICLE VI: VOTING RIGHTS
6.1 Voting on By-Laws
6.1.1 These By-Laws shall become effective upon a two-thirds (2/3) vote of the Voting Members, provided that no such vote shall be valid unless votes are cast by at least one-half (1/2) of the then-current Voting Membership. At the discretion of the Steering Committee, this vote may be conducted in person, by e-mail and/ or regular mail.
6.1.2 Any Voting Member may present to the voting membership at any time any proposed amendment to these By-Laws.
6.1.3 These By-Laws may be amended only by a two-thirds (2/3) majority vote of the Voting Members who vote on any such amendment, provided that votes are cast by at least one-half (1/2) of the then-current Voting Membership.
6.2 Voting on At-Large Steering Committee Representatives
6.2.1 Voting Members shall have the right to elect At-Large Representatives to the Steering Committee not less frequently than annually in accordance with the provisions herein.
6.2.2 At least thirty (30) days prior to each Annual Meeting, the Administration and Communication Sub-Committee shall form a Nominating Committee, such Nominating Committee to be constituted of not less two (2) Steering Committee Representatives and not less than three (3) Voting Members, none of which Voting Members may be Steering Committee Representatives.
6.2.2.1 The Nominating Committee shall poll the membership for nominations, and may add to the list of names submitted by the membership any additional names it deems appropriate.
6.2.2.2 There shall be no maximum number of nominations.
6.2.2.3 The number of available At-Large Representative positions shall be determined in accordance with Paragraph 9.1 below.
6.2.3 At least five (5) days prior to the Annual Meeting of the membership, the Nominating Committee shall publish a ballot of candidates for At-Large Steering Committee Representative positions by such means as deemed appropriate by the Steering Committee, but at a minimum such publication shall include a notice published to the ATAC-DISCUSS list..
6.2.4 Each Voting Member shall be entitled to one (1) vote for each at-large position being determined in any given election. The candidates receiving the greatest number of votes will be elected.
6.3 Voting on Additional Matters.
6.3.1 The Steering Committee shall have the authority to put any other matter it may deem appropriate to a vote of the Voting Membership.
6.3.2 Such votes shall be decided on the basis of a simple majority of those Voting Members responding to such vote, provided that no such vote shall be valid unless votes are cast by at least one-half (1/2) of the then-current Voting Membership.
6.3.3 Such votes may be conducted by e-mail and/or regular mail, at the discretion of the Steering Committee.
6.4 Member Proposals. Upon presentation of a petition requesting a vote on any matter, including without limitation any decision on any issue reached by the Steering Committee, which petition has been signed by not less than twenty (20%) percent of the then-current Voting Membership, the Steering Committee shall put such matter before the membership for a vote in accordance with the terms herein.
ARTICLE VII: MEMBER MEETINGS
7.1 There shall be at least one (1) Annual Meeting of the Voting Membership of ATAC each year for the purpose of electing At-Large Representatives to the Steering Committee and such other business as may be deemed appropriate by the Steering Committee. At the discretion of the Steering Committee, this Annual Meeting and vote may be conducted by e-mail and/or regular mail. The Voting Membership shall receive written notice of any Annual Meeting by such means as are determined by the Steering Committee, but at a minimum shall include a notice published to the ATAC-DISCUSS list.
7.2 Special Meetings of the membership may be called at any time for any purpose by the Steering Committee. The membership shall receive written notice of any Special Meeting by such means as determined by the Steering Committee, but at a minimum shall include a notice published to the ATAC-DISCUSS list. Business conducted at any such Special Meeting of the membership shall be confined to the purpose or purposes stated in that written notice. At the discretion of the Steering Committee, Special Meetings may be conducted by e-mail and/ or regular mail.
7.3 At each meeting of the membership, one (1) or more members shall be designated as secretary(ies) for the purposes of taking notes of the discussion(s) which take place at said meeting. Meeting notes shall be provided by the Steering Committee to the membership.
ARTICLE VIII: WORKING GROUPS
8.1 Definitions.
8.1.1 As used herein, a "Working Group" shall mean any group of two (2) or more ATAC members who choose to pursue work on an area of HIV/AIDS treatment advocacy and submit a proposal for a Working Group to the Steering Committee, which proposal the Steering Committee approves.
8.1.2 As used herein, an "ad-hoc Working Group" shall mean a Working Group formed to address a particular event or achieve a time-limited goal. Upon the achievement, or failure to achieve, its defined goals, an ad-hoc Working Group shall cease operations.
8.1.3 As used herein, a "standing Working Group" shall continue in operation indefinitely.
8.2 Working Groups may be either ad-hoc or standing in nature, depending on their mandate, and may be content-based (i.e., AIDS Drug Assistance Program, drug company advocacy) or task-based (i.e., treatment education, mentoring).
8.3 Working Group proposals shall include, without limitation, a statement of goals, objectives and resource needs.
8.4 The Steering Committee will review all Working Group proposals submitted by the membership, and may assist the submitting members in amending the proposal to address any perceived weaknesses.
8.5. The Steering Committee will determine whether or not ATAC shall recognize each proposed Working Group.
8.6 In the event the Steering Committee determines that ATAC shall recognize given Working Group, the Steering Committee in its sole discretion will determine whether the Working Group shall have the authority to send a voting representative to the Steering Committee. Not every Working Group will send a voting representative to the Steering Committee. The Steering Committee will also determine an appropriate level of resources to devote to that Working Group; i.e., money for conference calls, mailings, separate e-mail lists and travel stipends. Different Working Groups may receive different levels of support, such determination to be based on the number of Working Group members (actual and potential), the expressed needs set forth in the Working Group proposal and such other factors as may be identified by the Steering Committee.
8.7 Once a Working Group proposal has been accepted by the Steering Committee, that Working Group shall have the authority to:
8.7.1 Generate sign-on letters in the name of the Working Group.
8.7.2 Issue public statements in the name of the Working Group.
8.7.3 Set its own agendas, schedules, meetings, voting structures, membership criteria and codes of conduct for its individual e-mail list(s).
8.7.4 Coordinate with outside organizations and individuals.
8.7.5 Solicit and accept in-kind donations from its members, provided, however, that all other fund-raising activity is coordinated with and approved by the Steering Committee.
8.8 As a general rule, policy decisions are reserved to Working Groups.
8.9 Each Working Group shall have a contact person for new members.
8.10 Each Working Group shall provide a list of active members to the Steering Committee no less frequently than annually for the purpose of determining voting eligibility, or as otherwise requested by the Steering Committee.
8.11 Each Working Group shall provide an activity report to the Steering Committee no less frequently than monthly, or as otherwise requested by the Steering Committee.
8.12 The Steering Committee reserves the right to revoke the recognized status of any Working Group deemed by the Steering Committee to be no longer active.
8.13 All decisions regarding the termination of a Working Group shall be made by the Membership and Working Groups Sub-Committee. Written appeals from any such termination can be brought to the Steering Committee, which shall either confirm or reverse the decision of the Membership and Working Group Sub-Committee within thirty (30) days of receipt of such written appeal.
8.14 At each meeting of any Working Group, one (1) member shall be designated as secretary for the purposes of taking notes of the discussion(s) which take place at said meeting. Meeting notes shall be provided to the Steering Committee.
8.15 Subject to Paragraph 8.8 above, Working Groups shall have the option of designating any Working Group materials as confidential and not for distribution, either within or outside of ATAC.
ARTICLE IX: STEERING COMMITTEE
9.1 As used herein, "Committees" and "Sub-Committees" refer to groups charged by the Steering Committee to execute tasks related to the administrative and organizational needs of ATAC.
9.2 The Steering Committee shall perform all functions customarily performed by a Board of Directors.
9.3 The Steering Committee shall be comprised of not less than nine (9) and not more than twenty-one (21) representatives, including:
9.3.1 One (1) representative from each Working Group eligible to elect a voting representative to the Steering Committee, selected as deemed appropriate by each such Working Group; and
9.3.2 A number of At-Large Representatives elected by the Voting Membership in accordance with the terms herein, such number of At-Large Representatives to exceed by one (1) the number of Working Group Steering Committee Representatives, or as needed to achieve a minimum of nine (9) Steering Committee representatives. Notwithstanding the foregoing, until such time as these By-Laws are adopted and Steering Committee members are elected as specified above, there shall be seven (7) At-Large Steering Committee Representatives and two (2) Working Group Steering Committee Representatives on the Steering Committee.
9.4 Members of the Steering Committee shall serve for a term of one (1) year.
9.4.1 The one (1) year term of At-Large Steering Committee Representatives shall commence immediately upon their election.
9.4.2 The one (1) year term of Working Group Steering Committee Representatives shall commence upon six (6) months after the commencement of the term of the then-current At-Large Steering Committee Representatives. However, the initial Working Group Steering Committee Representatives shall serve for a term of eighteen (18) months commencing at the time of the first election of At-Large Steering Committee Representatives.
9.4.3 There shall be no maximum number of terms for which any representative shall be eligible to serve on the Steering Committee.
9.5 The Steering Committee shall maintain the following Sub-Committees:
9.5.1 Administrative and Communication, the duties of which shall include, without limitation:
9.5.1.1 hiring and overseeing one (1) or more administrative staff person(s) and an accountant;
9.5.1.2 developing web site policies;
9.5.1.3 developing rules and policies for the use and moderation of e-mail lists;
9.5.1.4 authorizing the creation and/ or discontinuation of e-mail lists;
9.5.1.5 maintaining ATAC's archives;
9.5.1.6 scheduling Annual and Special Meetings of members; and
9.5.1.7 making all preparations with respect to voting.
9.5.2 Membership and Working Groups, the duties of which shall include, without limitation:
9.5.2.1 processing membership and Working Group applications; and
9.5.2.2 taking necessary action to remove Members and to terminate Working Groups which are no longer active.
9.5.2.3 Upon request from the working groups concerned, or on its own initiative, this sub-committee may attempt to mediate conflicts between or among Working Groups.
9.5.3 Finance and Budget, the duties of which shall include, without limitation:
9.5.3.1 drafting an annual budget for the projected activities of ATAC, its staff, members and Working Groups;
9.5.3.2 maintaining ATAC's bank accounts;
9.5.3.3 disbursing funds;
9.5.3.4 planning and coordinating ATAC's fund-raising activities;
9.5.3.5 developing and coordinating fundraising goals and priorities among ATAC's Working Groups in such a way as to leverage the greatest benefit for the entire organization;
9.5.3.6 formulating and maintaining a policy with respect to sources of funds which are deemed inappropriate for ATAC to accept; and
9.5.3.7 such other financial duties as the sub-committee and/ or the Steering Committee shall deem appropriate.
9.5.3.8 The Finance and Budget Sub-Committee shall also be charged with soliciting members of a Fundraising Advisory Board to assist in fund-raising.
9.5.4 The Steering Committee may form such additional sub-committees as it may deem necessary and/or appropriate.
9.5.5 The Steering Committee shall have the right, but not the obligation, to invite non-Steering Committee Voting Members to participate in the activities of any committee or sub-committee.
9.5.6 Sub-Committees shall in all instances operate under the guidance of the Steering Committee, which shall retain final decision making authority on all matters.
9.5.7 Sub-Committees shall report on their activities to the Steering Committee no less frequently than monthly.
9.6 Unless indicated to the contrary in these By-Laws, the Steering Committee shall make its decisions as described below:
9.6.1 Each Steering Committee representative will be polled in order to determine whether each individually supports the proposal. In order for any proposal before the Steering Committee to pass, such proposal may not be opposed, or "blocked", by more than one (1) representative on the Steering Committee. Any Steering Committee representative may stand aside on any such proposal, for any reason, and such representative shall not be deemed to have opposed, or "blocked", such proposal.
9.6.2 In the event any proposal fails to be approved in accordance with Paragraph 9.4.1 above, any representative no the Steering Committee may petition the Steering Committee to conduct a formal vote on the proposal.
9.6.3 This petition for a formal vote must be approved by not less than two-thirds (2/3) of the representatives on the Steering Committee.
9.6.4 In the event that a petition for a more formal vote is approved by two-thirds (2/3) of the representatives on the Steering Committee, the proposal in question shall be put to a formal vote.
9.6.5 In the event two-thirds of the representatives on the Steering Committee approve such proposal in such formal vote, such proposal shall be approved.
9.6.6 Votes of the Steering Committee shall be determined based on the total number of positions on the Steering Committee, not counting any vacant positions.
9.7 The Steering Committee alone shall have the authority to:
9.7.1 Issue sign-on letters, or sign on to third party sign-on letters, in the name of ATAC as a whole.
9.7.2 Issue public statements in the name of ATAC as a whole;
9.7.3 Set agendas, schedules, meetings, voting structures, membership criteria and codes of conduct for ATAC as a whole;
9.7.4 Coordinate with outside organizations and individuals on behalf of ATAC as a whole; and.
9.7.5 Engage in fund-raising activity for ATAC as a whole, provided, however, that the Steering Committee may elect to coordinate fund-raising activity with any Working Groups.
9.8 Any Voting Member of ATAC shall be eligible to serve as a representative on the Steering Committee.
9.9 Any Steering Committee member may be relieved of his or her duties in the event that such member is deemed to be derelict in the performance of his or her duties, or for other good cause as set forth in a written policy on the Removal of Steering Committee Members to be adopted by the Steering Committee.
9.10 All decisions regarding the removal of Steering Committee representatives shall be made by the Steering Committee. In the event any removed representative wishes to appeal such removal, the Administration Sub-Committee shall form an Appeals Committee constituted of not less than three (3) Voting Members, none of whom may be Steering Committee Representatives, and the removed representative may make a written appeal to such Appeals Committee. The Appeals Committee shall either confirm or reverse the decision of the Steering Committee within thirty (30) days of receipt of such written appeal.
9.11 In the case of any vacancy or vacancies in At-Large Representative positions on the Steering Committee through death, resignation, disqualification, removal or other cause, the then-current Steering Committee representatives may appoint a successor or successors to hold office for the unexpired portion of the term(s) of the representative(s) whose place(s) shall be vacant in such manner as the Steering Committee may determine from time to time. Similarly, in the event of the number of available At-Large Steering Committee Representatives is increased as a result of the recognition of any new Working Group(s), the then-current Steering Committee representatives may increase the number of At-Large Representatives by appointing one (1) or more At-Large Representatives in such manner as the Steering Committee may determine from time to time.
9.12 The Steering Committee shall meet no less frequently than monthly. At the discretion of the Steering Committee, this annual meeting may be conducted by e-mail and/ or regular mail, or by teleconference.
9.13 At each meeting of the Steering Committee, one (1) member shall be designated as secretary for the purposes of taking notes of the discussion(s) which take place at said meeting.
9.14 In drafting policies for ATAC, the Steering Committee in all instances shall publish a proposed policy to the Voting Membership on the ATAC-DISCUSS list and allow for a period of not less than two (2) weeks for Voting Members to submit comments thereon prior to adopting said policy. Notwithstanding the foregoing, the Steering Committee shall have the final authority in determining appropriate policies for ATAC, subject only to the terms of these By-Laws.
ARTICLE X: STEERING COMMITTEE OFFICERS
10.1 Upon each election of At-Large Representatives to the Steering Committee, and upon each selection of Working Group Representatives to the Steering Committee, the Steering Committee shall select four officers, a President, a Vice-President, a Secretary and a Treasurer. No two (2) offices may be held by the same person.
10.2 In addition to performing all duties customarily performed by the President of a not-for-profit corporation, the President shall oversee and coordinate all Steering Committee activities as well as the business affairs of ATAC.
10.3 In addition to performing all duties customarily performed by the Vice-President of a not-for-profit corporation, the Vice-President shall oversee and coordinate all Membership and Working Group Committee activities.
10.4 In addition to performing all duties customarily performed by the Secretary of a not-for-profit corporation, the Secretary shall oversee and coordinate all Administration and Communication Committee activities.
10.5 In addition to performing all duties customarily performed by the Treasurer of a not-for-profit corporation, the Treasurer shall oversee and coordinate all Finance and Budget Committee activities.
ARTICLE XI: INDEMNIFICATION, NO LIABILITY
11.1 Except as hereinafter set forth, ATAC shall indemnify and hold harmless the Steering Committee, ATAC's Officers and Directors (if any) from any loss or damage (including without limitation reasonable attorneys' fees and costs) incurred by it by reason of any acts performed or omitted by it for or on behalf of ATAC to the fullest extent permitted by law. The aforesaid exception is that said indemnity shall not apply to any individual if he or she shall have acted in bad faith or shall have engaged in illegality, willful misconduct or gross negligence.
11.2 No Steering Committee representative shall be personally liable for the debts, liabilities, or other obligations of the corporation.
ARTICLE XII: NO COMPENSATION
12.1 No Voting Member of ATAC shall be compensated for services rendered in his or her capacity as a Voting Member, either by ATAC or any third party, other than reimbursement for expenses approved in advance by the Steering Committee.
12.2 No Steering Committee member shall be compensated for services rendered in his or her capacity as a Steering Committee member, either by ATAC or any third party, other than reimbursement for expenses approved in advance by the Steering Committee.
12.3 Any Voting Member who directly receives any honoraria, grant, research award or other compensation from a drug company, pharmaceutical trade association, medical device manufacturer, and those acting as direct agents thereof may be required to disclose that payment to the Steering Committee or any Working Group in accordance with a disclosure policy to be established by the Steering Committee or which may be established by such Working Group.
12.4 The Steering Committee shall be authorized to make reasonable compensation for services rendered by third parties, including without limitation one (1) or more administrative staff person(s) and an accountant. In addition, notwithstanding anything to the contrary set forth herein, the Steering Committee may elect to retain the services of any ATAC member to render professional or other services in a capacity other than as an ATAC member on the same terms as would be offered to any non-ATAC member retained to render such services.
12.5 No Voting Member or Steering Committee Representative shall be eligible to receive any loan of any kind from ATAC, other than advances of funds deemed necessary to the fulfillment of such Member's or Representatives duties and obligations to ATAC.
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