International Neonatology Association
INA

Policies and Procedures

Board Of Directors Meetings
(a)The Board of Directors shall meet at least twice per year (in person, via webcast, teleconference, or other electronic means of communication) to consider and decide on any matters and current issues relevant to the Association.

(b)If a member of the Board of Directors is unable to attend a meeting, a nominated delegate may be invited to attend on their behalf, provided the Board of Directors is notified of this in writing (email) at least one week before the meeting.

The Annual General Meeting Of The Association
(a)Each year an Annual General Meeting (AGM) of the Association shall be held at such time within the year as the Board of Directors shall determine. When holding an international conference, the annual meeting will convene during that time. At least six weeks’ notice shall be given in writing to each member.

(b)At the Annual General Meeting the business shall include the announcement of the results of any new appointments.

Special General Meetings
The President or an Executive director of the Board of Directors may at any time call a Special General Meeting at their discretion. The Secretary shall, within 21 days of receiving a written request to do so, supported by not less than a third of the board of directors giving reasons for the request, call a Special General Meeting of the Association.

Voting/Quorum/Minutes
(a) Voting:
(i)All questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote. Arrangements for proxy or postal voting may from time to time be made by the Board of Directors, provided that such arrangements shall ALWAYS be made in writing to the Board of Directors and in advance (one week) of the meeting (as per 11b). In the case of equality of votes the President (or in the absence of the President the meeting Chair) shall have a second or casting vote.

(b)Quorum:
(i)A quorum for the board of directors’ work is defined as a simple majority of the board members.
(ii)A quorum for association general membership voting consists of a simple majority of voting members present.
(iii)If a quorum is not present when the meeting is convened the meeting
shall be adjourned and rescheduled.
(1) Fourteen days’ notice shall be given to the Board of Directors of the reconvened meeting and the members present at that meeting shall constitute a quorum.

(c)Minutes:
The Association shall keep minutes of all official meetings. The Secretary shall enter therein a record of all proceedings and resolutions followed by acceptance and signature of the President the Board of Directors (or in the absence of the President the meeting Chair).

Finance
(a) The financial year of the association is from 1 July to 30 June. All money raised by or on behalf of the Association shall be applied to further the purposes of the Association and not otherwise PROVIDED THAT nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the Association, not being a member of the Board of Directors, or the repayment of reasonable out of pocket expenses.

(b)A sub-committee of the President, Treasurer, CFO and CEO shall meet prior to the Board of Directors meetings to consider the financial affairs of the Association and at other times as deemed necessary by the President.

(c)The Treasurer and CFO shall produce a report and the financial records, a brief statement and an audited statement of accounts shall be submitted by the Treasurer at each Board of Directors meetings.

(d)An external auditor shall audit the accounts once a year. The bank account shall be opened in the name of the Association and maintained at a financial institution as approved by the Board of Directors. The Board of Directors shall authorize in writing the Treasurer, CFO and CEO, to sign checks on behalf of the Association. All checks must be signed by not less than two of the three signatories.

Alterations To The Bylaws:
(a) Any alterations to these Bylaws shall require the approval of not less than two-thirds of the members of the Association present (in person, via remote media access) at the meeting. The Bylaw changes must be sent by the Secretary or designee to the voting membership in writing via electronic media, fax, or surface mail not less than 28 calendar days before the meeting at which the alteration is to be considered shall have received notice of any such alteration.

(b) At least 21 calendar days clear notice in writing via electronic media, fax, or surface mail, of such a meeting setting forth the terms of the alteration to be proposed shall be sent by the Secretary or designee to each member of the Association. No alteration shall be made to this process without approval in writing of the Board of Directors.

Dissolution:
If the Board of Directors, by a simple majority, decide at any time that on the grounds of expense or otherwise it is necessary or advisable to dissolve the Association, it shall call a meeting of all members of the Association who have the power to vote. Not less than 21 days’ notice (stating the terms of the Resolution to be proposed thereat) shall be given. Such decision shall be confirmed by a simple majority of those present and voting. The Board of Directors shall have the power to dispose of any assets held by or on behalf of the Association. Any assets remaining, after the satisfaction of any proper debts and liabilities, shall be given or transferred to such other charitable institution or
institutions having objects similar to some or all of the objects of the Association as the Board of Directors may determine. If in so far as effect cannot be given to this provision then to some other charitable purpose.