corporate by-laws
BYLAWS OF BIOMEDCARE DIAGNOSTICS (the "Corporation") BOARD OF DIRECTORS General Powers 1. 2. 3. 4. 5. 6. The business and affairs of the Corporation will be managed by or under the direction of the Board. Number, Tenure and Quorum The Board will consist of two members, each of whom will be a natural person. Each Director will hold office until that Director's successor is elected and qualified or until that Director's earlier resignation or removal. Any Director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. In order to transact business at a meeting of the Directors, a quorum of a majority of the total number of Directors eligible to vote will be required. The vote of the majority of the Directors present at a meeting at which a quorum is present will be the act of the Board. Regular Meetings Regular meetings of the Board will be held Quarterly, either within or without the State of California. Special Meetings Special meetings of the Board may be called by or at the request of the President or by a majority of the Directors. The person or persons calling that special meeting of the Board may fix any date, time or place, either within or without the State of California, to be the date, time and place for holding that special meeting. Notice Written notice of the date, time, and place of a special meeting of the Board will be given at least 7 days prior to the date set for that meeting. The written notice can be given personally, by mail, by private carrier, by telegraph, by telephone facsimile, or by any other manner as permitted by the California General Corporation Law. The notice will be given by the Secretary or one of the persons authorized to call Directors' meetings. If written notice is mailed, correctly addressed to a Director's address as provided in the Corporation's current records, the notice will be deemed to have been given to that Director at Page 1 of 17the time of mailing. If written notice is sent by private carrier or if the written notice is sent by United States mail, postage prepaid and by registered or certified mail, return receipt requested, the notice will be deemed to have been given to a Director on the date shown on the return receipt. Otherwise notice is effective when received by a Director. 7. 8. 9. 10. 11. Notice of any Directors' meeting may be waived by a Director before or after the date and time of the meeting. The waiver must be in writing, must be signed by a Director, and must be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The attendance of a Director at a meeting of the Board will constitute a waiver of notice of that meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully convened. Action by Directors Without a Meeting Any action to be taken at any meeting of the Board or of any committee of the Board may be taken without a meeting if all members of the Board or committee, as the case may be, consent to it in writing, or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board, or committee. This filing will be in paper form if the minutes are maintained in paper form and will be in electronic form if the minutes are maintained in electronic form. Remote Communication Meetings Remote communication means any electronic communication including conference telephone, video conference, or any other method or forum currently available or developed in the future by which Directors not present in the same physical location may simultaneously communicate with each other. A meeting of the Board may be held by any means of remote communication by which all persons authorized to vote or take other action at the meeting can hear each other during the meeting and each person has a reasonable opportunity to participate. This remote participation in a meeting will constitute presence in person at the meeting. Vacancies and Newly Created Directorships When vacancies or newly created directorships resulting from any increase in the authorized number of Directors occur, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director will have the power to appoint new Directors to fill this vacancy or vacancies. Each new Director so chosen will hold office until the next annual meeting of the Board. Page 2 of 1712. When one or more Directors resign from the Board and the resignation is to become effective at a future date, a majority of the Directors then in office, including those who have so resigned, will have the power to appoint new Directors to fill this vacancy or vacancies. The appointments of these new Directors will take effect when the resignation or resignations are to become effective, and each new Director so chosen will hold office until the next annual meeting of the Board. Removal 13. 14. 15. 16. 17. Any Director may be removed, with or without cause, by a majority of the Board then entitled to vote at an election of Directors at a special meeting of the Board called for that purpose. Organization Meetings of the Board will be presided over by the President, or in the President's absence by a Director chosen at the meeting. The Secretary will act as secretary of the meeting, but in the absence of the Secretary, the person presiding at the meeting may appoint any person to act as secretary of the meeting. Chair of the Board The Chair of the Board, if present, will preside at all meetings of the Board, and exercise and perform any other authorities and duties as may be from time to time delegated by the Board. Compensation The Board will, by resolution, fix the fees and other compensation for the Directors for their services as Directors, including their services as members of committees of the Board. Presumption of Assent A Director of the Corporation who is present at a meeting of the Board will be presumed to have assented to an action taken on any corporate matter at the meeting unless: a. b. c. The Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding the meeting or transacting business at the meeting; The Director's dissent or abstention from the action taken is entered in the minutes of the meeting; or The Director delivers written notice of the Director's dissent or abstention to the presiding officer of the meeting before the adjournment of the meeting or to the Corporation within Page 3 of 17a reasonable time after adjournment of the meeting. 18. 19. 20. 21. 22. 23. Any right to dissent or abstain from the action will not apply to a Director who voted in favor of that action. COMMITTEES Appointment The Board may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not that member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member. The committee or committees, to the extent provided in the resolution of the Board will have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. No such committee will have the power or authority in reference to the following matters: a. Adopting, amending or repealing any Bylaw of the Corporation. Tenure Each member of a committee will serve at the pleasure of the Board. Meetings and Notice The method by which Directors' meetings may be called and the notice requirements for these meetings as set out in these Bylaws will apply to any committee designated by the Board as appropriate. Page 4 of 1724. Quorum The requirements for a quorum for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate. Action Without a Meeting 25. 26. 27. 28. 29. The requirements and procedures for actions without a meeting for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate. Resignation and Removal Any member of a committee may be removed at any time, with or without cause, by a resolution adopted by a majority of the full Board. Any member of a committee may resign from the committee at any time by giving written notice to the Chair of the Board of the Corporation, and unless otherwise specified in the notice, the acceptance of this resignation will not be necessary to make it effective. Vacancies Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board. Committee Rules of Procedure A committee will elect a presiding officer from its members and may fix its own rules of procedure provided they are not inconsistent with these Bylaws. A committee will keep regular minutes of its proceedings, and report those minutes to the Board at the first subsequent meeting of the Board. Appointment of Officers OFFICERS The officers of the Corporation will consist of the chief executive officer (the "Chief Executive Officer"), the chief operating officer (the "Chief Operating Officer"), the president (the "President"), the vice president (the "Vice President"), the treasurer (the "Treasurer"), the Secretary, and any other Officers and assistant officers as determined in these Bylaws or the Articles of Incorporation or by the Board. 30. Article 1: Appointment Process Nomination: Page 5 of 17Officers shall be nominated by members of the Board of Directors, existing officers, or a nominating committee established by the Board. Self-nominations are permitted, provided the candidate meets the qualifications specified for the position. Qualification: Nominees must possess the necessary skills, experience, and commitment to fulfill the responsibilities of the office. Specific qualifications for each officer position will be outlined in the organization's policies and procedures. Review: The Board of Directors or nominating committee will review all nominations and verify that candidates meet the required qualifications. The review process may include interviews, reference checks, and assessment of the candidates’ past performance and experience. Election: Nominated candidates will be presented to the Board of Directors for election. Elections will be conducted during a regular or special meeting of the Board. A majority vote of the Board members present and voting is required to elect an officer. Voting may be conducted by secret ballot if requested by any Board member. Term of Office: Officers will serve a term of two years, beginning immediately upon election and ending upon the election of their successors. Officers may be re-elected for additional terms, subject to the approval of the Board. Vacancies: In the event of a vacancy in any officer position, the Board of Directors shall appoint a successor to serve the remainder of the term. The appointment process for filling a vacancy will follow the same procedures as the initial appointment. Removal: Officers may be removed from office by a two-thirds majority vote of the Board of Directors for Page 6 of 17reasons including, but not limited to, failure to perform duties, misconduct, or actions contrary to the organization’s mission and values. The removal process will include an opportunity for the officer in question to respond to the Board before a final decision is made. Succession Planning: The Board of Directors will maintain a succession plan to ensure continuity of leadership. Potential candidates for officer positions will be identified and developed through training and mentorship programs. Article 2: Transitional Provisions Initial Appointment: Upon the adoption of these bylaws, the initial officers shall be appointed by the founding Board of Directors. The initial term of office for these officers shall be two years, after which regular election procedures will be followed. Interim Appointments: In cases where immediate appointments are necessary to fill critical positions, the Board of Directors may make interim appointments. Interim officers will serve until the next regular meeting of the Board, at which time a permanent officer will be elected following the standard appointment process. These provisions ensure a structured, transparent, and fair process for the appointment of officers at BioMedCare Diagnostics, fostering strong leadership and governance for the organization. Term of Office 31. 32. Each Officer will hold office until a successor is duly appointed and qualified or until the Officer's death or until the Officer resigns or is removed as provided in these Bylaws. Removal Any Officer or agent appointed by the Board or by the Incorporators may be removed by the Board at any time with or without cause, provided, however, any contractual rights of that person, if any, will not be prejudiced by the removal. Page 7 of 1733. Vacancies The Board may fill a vacancy in any office because of death, resignation, removal, disqualification, or otherwise. Chief Executive Officer 34. 35. 36. Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Chief Executive Officer will be: a. Leadership: Provide overall leadership and direction for the organization, working closely with the President and board. Strategic execution: Implement the strategic plans and policies set by the board. Stakeholder engagement: Build and maintain relationships with key stakeholders, including donors, partners, and community leaders. Operational oversight: Ensure the organization’s operations align with its mission and goals. Financial stewardship: Oversee financial management, including budgeting, fundraising, and resource allocation. As delegated by the board.. Chief Operating Officer Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Chief Operating Officer will include: a. Operational management: Oversee daily operations, ensuring efficient and effective implementation of programs and services. Process improvement: Develop and implement operational policies and procedures to enhance organizational efficiency. Staff management: Supervise staff, providing guidance and support to ensure high performance and job satisfaction. Resource allocation: Manage resources, including personnel and equipment, to optimize operations. Program oversight: Ensure the successful delivery of programs and services in line with the organization’s mission. As delegated by the board.. President Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the President will be: Page 8 of 17a. Oversee all officer positions: Provide leadership and direction to ensure the effective operation of the organization. Strategic planning: Develop and implement long-term strategies to achieve the organization’s mission and goals. Board management: Chair board meetings, set agendas, and ensure the board functions effectively. Public representation: Act as the primary spokesperson for the organization, representing BioMedCare Diagnostics to the public, stakeholders, and partners. Fundraising and development: Oversee fundraising efforts and cultivate relationships with donors and partners. As delegated from the Board of Directors.. Vice President 37. 38. If the President is not available or dies, is incapacitated or refuses to act, any Vice President, with the consent of the majority of the Board, may perform the duties of the President, unless a Vice President was previously appointed by the President to take over the President's duties, and when so acting, the Vice President will be subject to the same powers and limitations of the President. The Vice President will perform any other duties as from time to time may be delegated to the Vice President by the President or by the Board and may include: a. Support the President: Assist the President in all duties and act as a backup in their absence. Oversee officer positions: Monitor the performance of other officers and ensure they are fulfilling their responsibilities. Strategic initiatives: Lead specific strategic initiatives and projects as assigned by the President. Board engagement: Support the President in board management and engage board members in key organizational activities. Public and stakeholder relations: Represent the organization at events and meetings as needed. As delegated by the board.. Treasurer Subject to the control and supervisory powers of the Board and its delegate, the powers and duties of the Treasurer will be: Page 9 of 17a. Financial oversight: Manage the organization’s financial health, including budgeting, financial planning, and reporting. Record-keeping: Maintain accurate financial records and ensure compliance with financial regulations. Reporting: Prepare and present financial reports to the board and stakeholders. Fund management: Oversee the management of funds, including investments and cash flow. Audit coordination: Coordinate annual audits and ensure financial transparency and accountability. As delegated by the board.. Secretary 39. 40. 41. The Secretary will perform the following duties: a. Record minutes: Document and distribute minutes of board meetings and other official meetings. Maintain records: Keep and manage the organization’s records, including bylaws, minutes, and other legal documents. Communication: Facilitate communication between board members and ensure timely dissemination of information. Meeting coordination: Schedule and organize board meetings and other important events. Compliance: Ensure the organization adheres to legal and regulatory requirements. As delegated by the board.. Delegation of Authority The Board reserves the authority to delegate the powers of any Officer to any other Officer or agent, notwithstanding any provision in these Bylaws. LOANS, CHECKS, DEPOSITS, CONTRACTS Loans Without authorization by a resolution of the Board, the Corporation is prohibited from making or accepting loans in its name, or issuing evidences of indebtedness in its name. The authorization of the Board for the Corporation to perform these acts can be general or specific. Page 10 of 1742. Checks, Drafts, Notes All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation must be signed by a designated Officer or Officers, agent or agents of the Corporation and in a manner as will from time to time be determined by resolution of the Board. Deposits 43. 44. 45. 46. 47. 48. All funds of the Corporation not otherwise used will be deposited to the credit of the Corporation in banks, trust companies, or other depositories designated by the Board. Fiscal Year End The fiscal year end of the Corporation is December 31st. Voting Securities Held by the Corporation An Officer or agent designated by the Board will, with full power and authority attend, act, and vote, on behalf of the Corporation, at any meeting of security holders or interest holders of other corporations or entities in which the Corporation may hold securities or interests. At that meeting, the delegated agent will have and execute any and all rights and powers incidental to the ownership of the securities or interests that the Corporation holds. Contracts The Board may give authority to any Officer or agent, to make any contract or execute and deliver any instrument in the name of the Corporation and on its behalf, and that authority may be general or specific. Loans to Employees and Officers The Corporation may not lend money to, or guaranty any obligation of, or otherwise assist, any Officer or employee of the Corporation or of any subsidiary of the Corporation, including any Officer or employee who is a Director of the Corporation or any subsidiary of the Corporation. CONFLICT OF INTEREST Purpose The purpose of the conflict of interest policy is to protect this tax-exempt Corporation's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Page 11 of 1749. Definitions Any Director, principal Officer, or member of a committee with governing Board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person (the "Interested Person"). 50. 51. 52. A person has a financial interest (the "Financial Interest") if the person has, directly or indirectly, through business, investment, or family: a. b. c. An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A Financial Interest is not necessarily a conflict of interest. A person who has a Financial Interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists. Procedures Duty to Disclose In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the Directors and members of committees with governing Board delegated powers considering the proposed transaction or arrangement. Determining Whether a Conflict of Interest Exists After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person shall leave the governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board or committee members shall decide if a conflict of interest exists. Page 12 of 1753. Procedures for Addressing the Conflict of Interest a. b. c. d. 54. An Interested Person may make a presentation at the governing Board or committee meeting, but after the presentation, the Interested Person shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. The Chair of the governing Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. After exercising due diligence, the governing Board or committee shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Board or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Violations of the Conflicts of Interest Policy a. b. If the governing Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. Page 13 of 1755. Records of Proceedings The minutes of the governing Board and all committees with Board delegated powers shall contain: a. b. The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the governing Board’s or committee’s decision as to whether a conflict of interest in fact existed. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Compensation 56. 57. 58. 59. A voting member of the governing Board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member’s compensation. No voting member of the governing Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation. Annual Statements Each Director, principal Officer and member of a committee with governing Board delegated powers shall annually sign a statement which affirms such person: a. b. Has received a copy of the conflicts of interest policy; Has read and understands the policy; Page 14 of 17c. Has agreed to comply with the policy; and d. Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its taxexempt purposes. Periodic Reviews 60. 61. To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects: a. b. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. Use of Outside Experts When conducting the periodic reviews, the Corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing Board of its responsibility for ensuring periodic reviews are conducted. Page 15 of 17The Bylaws have been duly adopted by the Corporation on this day of ________________, ________. _______________________________ Jocelyne Martin (Director) _______________________________ Mayah Martin (Director) Page 16 of 17APPENDIX Glossary------Bylaws - the purpose of these bylaws (the "Bylaws") is to provide rules governing the internal management of the Corporation. Chair of the Board - Once a Board of Directors has been appointed or elected by the Shareholders, the Board will then elect a chairman (the "Chair of the Board"). The Chair of the Board will act to moderate all meetings of the Board of Directors and any other duties and obligations as described in these Bylaws. Corporate Officer - A corporate officer (individually the "Officer" and collectively the "Officers") is any individual acting for or on behalf of the Corporation. An Officer of the Corporation will usually be appointed to a specific task such as Chief Financial Officer, Chief Operating Officer or other similar position. One person may hold several offices. The Officers will manage the day-to-day operations of the Corporation and report to the Board of Directors. Principal Executive Office - The Principal Executive Office for the Corporation is where the Chief Executive Officer for the Corporation has an office. Principal Office - The Principal Office of the Corporation is the address designated in the annual report where the executive offices of the Corporation are located. Principal Place of Business - The Principal Place of Business is the address at which the Corporation conducts its primary business. Registered Office - The Registered Office is the physical street address within the state where the registered agent can be contacted during normal business hours for service of process.