Amended/approved, 30 May 2005

Article 1 – Name

The name of this organization shall be WebWhispers Nu-Voice Club, Incorporated.

Article 2 – Purpose

The primary purpose of WebWhispers Nu-Voice Club, Incorporated, shall be to provide practical and educational information and support by way of the Internet to laryngectomees, to all persons diagnosed with or treated for cancer that affects the larynx or those who have suffered damage to the vocal cords, and their caregivers. Support is directed toward understanding, education, and rehabilitation assistance.

Article 3 – Membership

Section A: Membership shall be extended to any person with a valid email address who is a laryngectomee or has been diagnosed with or treated for cancers that affect the larynx or who suffered a loss of voice or speech for any reason and to interested parties such as caregivers, family members, or friends to such person. Also eligible for membership are medical personnel from such fields as otolaryngology, speech-language pathology, radiation oncology, or other specialties with an interest in treatment and rehabilitation of these patients. Vendors who share these interests are also welcomed to join.

Section A1: Any member, including officers and other board members, may be removed from membership for flagrant abuse of rules and etiquette by a majority vote of the Board of Directors. Any person previously barred from activities in the club will be reinstated only with majority approval from the Board of Directors

Section B: Members are encouraged to make voluntary, tax-deductible, contributions of not less than $5.00 (five US dollars) annually to assist with the expenses of maintaining WebWhispers Nu-Voice Club, a 501(c)(3) charitable organization. These contributions should be sent directly to the Vice President of Finance and Administration for deposit into the club’s account.

Section C: Voting Membership is extended, on an annual basis, only to those members who have made the minimum voluntary contribution and these Voting Members have voting privileges and the eligibility to be nominated in all club elections.

Article 4 – Officers and Directors

Section A: The elected officers of the WebWhispers Nu-Voice Club shall be the President, Vice President – Web Site Information, Vice President – Finance and Administration, and Vice President – Member Services. The Vice President – Internet Activities, encompassing the position or the responsibilities of Webmaster shall not be an elective office until such time as it is no longer filled by the incumbent, David L. Helms, of El Lago, TX. These five (5) officers shall serve on the Board of Directors Executive Committee. Up to four (4) additional seats on the Board of Directors may be filled by former officers or a maximum of two (2) current WebWhispers members with good standing membership of three years or more. (See Section A1). All seats on the Board of Directors shall be filled by laryngectomees with an exception possible only by unanimous agreement of the entire Board of Directors. No more than one exception to be serving at any time. The total number of directors on the board shall be determined by the Board of Directors from a minimum of five (5) up to nine (9).

Section A1: An officer, currently serving, may resign from the Executive Committee but still retain the position of Director with the approval of a majority vote of the full Board. A former officer or a current WebWhispers Voting member with good standing membership of three years or more may also apply to the Board to fill a Board position. Such Board Members shall serve terms of 2 years on the Board and may reapply for repeat terms which must be approved by a majority favorable vote of the Voting Membership at the next regularly scheduled election after the two year term.

Section B: The election for two year terms for the offices of President and Vice President – Member Services shall be held in odd numbered years, with the election for the offices of Vice President – Web Site Information and Vice President – Finance and Administration alternating in even numbered years. The Vice President – Internet Activities becomes an elective office after the departure of the incumbent and the position will join the next scheduled ballot for officer elections for a two year term.

Section B1: All candidates for elective office must be certified as current Voting Members of the club. Incumbent officers whose terms are expiring and who desire to run for re-election shall automatically be listed on the election ballot. No individual shall be elected by the membership to serve in two separate officer positions at the same time. Nominations shall be opened on 15 September of the election year and additional candidates may be nominated in the following manner:

1. Any Voting Member may nominate a Voting Member for office. Voting Members may nominate themselves following the same rules.

2. Nominations shall be submitted via email to the VP-Internet Activities & President at least 45 days in advance of the annual election.

3. Nominations shall include the Name and Email address of the Nominee, with the permission of that member, and the names and Email addresses of at least two additional WebWhispers Voting Members who support the nomination of that individual.

Section B2: These annual elections shall be held in December of each calendar year. Specific dates for the annual elections shall be designated by the President and shall be announced to the membership at least 30 days in advance. The individual candidates receiving a majority of all votes cast by the Voting Members during the election shall constitute an election to office.

Section C: The President shall be the chief executive officer of the club and shall preside at all regular club meetings, call emergency meetings when necessary, and be an ex-officio member of all committees. The President shall also transact or manage the financial affairs of the club should the Vice President Finance and Administration become unable to function until the office of that Vice President can be filled. It is the President’s responsibility to appoint the Awards committee and the newsletter Editor. A semiannual report of activities shall be placed on the web site for viewing by interested members.

Section D: The Vice President – Web Site Information shall be responsible for the web site’s general content, style, and graphics. This includes gathering and researching for the informational sections of the web site, preparing, designing, and organizing this information in preparation for it being placed on the web site and includes managing the newsletter site. A semiannual report of activities shall be placed on the web site for viewing by interested members.

Section E: The Vice President Member Services is in charge of recruiting new members, welcoming new members, correspondence, loaner closet, and maintaining a current club membership listing to be used as required in conducting club business. The “WebWhispers” pins and other items shall be inventoried and marketed through this office. For purposes of Indiana nonprofit corporate law, the Vice President Member Services shall fulfill the office of Secretary. A semiannual report of activities shall be placed on the web site for viewing by interested members.

Section F: The Vice President Finance and Administration shall have custody of all moneys received by the club, shall place them for safekeeping in a depository convenient to this officer and shall expend the funds of the club as directed by the Executive Committee, shall keep records setting forth a true record of the receipts, expenditures, assets, liabilities, losses, and gains of the club, and is authorized to sign and file tax returns and Secretary of State filings for the Corporation. For purposes of Indiana nonprofit corporate law, the Vice President Finance and Administration shall fulfill the office of Treasurer. A statement of the financial condition of the club shall be rendered on a semiannual basis, or as directed by the President. This statement is to be placed on the web site for viewing by interested members.

Section G: The Vice President – Internet Activities shall manage the registration, maintenance, operation, presentation and format of the WebWhispers Nu Voice Club web site and the administration and operation of the email lists, to include the certification and training of email list moderators. This includes communicating periodic notices to members relative to the administration of the web site and the WebWhispers Nu-Voice Club. A semiannual report of the web site and ListServ activities shall be placed on the web site for viewing by interested members.

Section H: In the event that the President or a Vice President is not able to finish a complete term of office, the Board of Directors shall appoint an Interim President or Vice President to serve until the next election for that office. In the event the President or a Vice President is not able to fulfill the assigned duties for only a temporary period of time, the Board of Directors shall appoint an Acting President or Vice President to temporarily fill the office.

Section I: The Board of Directors shall have the following general responsibilities: determine & implement the organization’s mission and purposes, provide ongoing organizational support, guidance, and effective organizational planning, ensure effective management of resources, monitor the organization’s programs and services, serve as the final arbiter of disputes, and enhance the organization’s public image. The officers shall serve on the Board of Directors’ Executive Committee, which is responsible for the day-to-day operations of the organization. The Directors shall provide ongoing support for the Officers, participate in the policy-making discussions and decisions of the Executive Committee and each Director shall be authorized to perform any club and/or website/ListServ work deemed appropriate by the President and approved by the Vice President responsible for those duties. A semiannual report of these club activities shall also be placed on the web site for viewing by interested members.

Article 5 – Meetings

Section A: All regular meetings of the organization shall take place on the Internet unless individual members or groups of members decide to meet in a physical location for a specific purpose. All reasonable efforts will be made to hold an “in-person” club meeting or event in conjunction with the annual meeting of the International Association of Laryngectomees.

Section B: Communications with the membership shall normally take the form of email exchanges to all members of the organization through the email lists or to individual members at their respective email addresses. Some correspondence may be posted to the web site and members notified via the email lists.

Article 6 – IAL Affiliation

Section A: The organization acknowledges the charter standards of the International Association of Laryngectomees and its stipulation that all clubs should strive for a committee structure focusing on professional advisory functions, patient visitation, safety and first aid, public information and rehabilitation. The spirit and intent of these standards shall be pursued to the maximum extent possible within the limits inherently imposed by the cyber space nature of this organization.

Section B: The club shall, on an annual basis, select delegates to represent the club at the IAL Annual Meeting . The number of delegates selected shall be determined by the IAL requirements then in force. All candidates for delegate status shall be certified Voting Members of the club and shall commit to attend the IAL Annual Meeting if elected.

Section C: Candidates for these delegate positions shall be selected via a procedure deemed appropriate by the Board of Directors. An election open to the Voting Membership shall be completed at least one month prior to the annual meeting of the IAL with those candidates receiving the highest number of votes designated as delegates for that year. In the event that the number of candidates is equal to the number of delegate positions available, a mere vote by acclamation by the Voting Membership can be called. Should a delegate subsequently be unable to serve, that delegate shall be replaced from the pool of remaining candidates, beginning with the candidate receiving the most votes from the membership or, if no candidates remain, shall be appointed by the Board of Directors.

Article 7 – Amendments

These bylaws may be amended by a simple majority favorable vote of the Voting Members casting ballots in such an election. Voting will be conducted on the web site. The membership shall be notified via the email lists fourteen days in advance of the final date for voting.

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As a charitable organization, as described in IRS § 501(c)(3), the WebWhispers Nu-Voice Club is eligible to receive tax-deductible contributions in accordance with IRS § 170.


Previous Bylaws (2001)

as amended, 17 February 2001

Article 1 – Name

The name of this organization shall be WebWhispers Nu-Voice Club.

Article 2 – Purpose

The primary purpose of WebWhispers Nu-Voice Club shall be to provide information and internet support to laryngectomees and to all persons diagnosed with or treated for cancer of the larynx or those who have suffered a loss of voice or speech for any reason.

Article 3 – Membership

Section A: Membership shall be extended to any person with a valid email address who is a laryngectomee or has been diagnosed with or treated for cancer of the larynx or who suffered a loss of voice or speech for any reason and to interested parties such as caregiver, family member, or friend to such person. Also eligible for membership are medical personnel from the fields of otolaryngology, speech-language pathology, radiation oncology, or other specialties with an interest in treatment and rehabilitation of larynx cancer patients. Any person previously barred from activities in the club will be admitted to membership only with approval from the Executive Committee.

Section B: Members are encouraged to make voluntary, tax-deductible, contributions of not less than $5.00 (five US dollars) per year to assist with the expenses of maintaining WebWhispers Nu-Voice Club. These contributions should be sent directly to the Vice President of Finance and Administration for deposit into the club’s account.

Section C: Voting Membership is extended only to those members who have made the minimum voluntary contribution and these Voting Members have voting privileges and the eligibility to be nominated in all club elections.

Article 4 – Officers and Directors

Section A: The elected officers of the WebWhispers Nu-Voice Club shall be the President, Vice President Web Information, Vice President Finance and Administration, and Vice President Member Services. The Webmaster, a permanent officer position of this organization, is currently filled by David L. Helms, Lt. Colonel, USAF, (Ret.), of El Lago, TX. These five (5) officers will comprise the Executive Committee of the club and shall serve as directors. There shall be five (5) directors.

Section B: The President and the Vice President Member Services shall be elected from and by the Voting Members on an every other year basis and shall continue in office two (2) years, or until the next election for those positions. Vice President Web Information and Vice President Finance and Administration shall be elected from and by the Voting Members in alternate years on an every other year basis and shall continue in office two (2) years, or until the next election for those positions.

All candidates for elective office shall be certified as Voting Members of the club. A web site and date for the annual elections shall be designated by the Webmaster. The majority of all votes cast by Voting Members shall constitute an election to office.

Section C: The President shall be the chief executive officer of the club and shall preside at all regular club meetings, call emergency meetings when necessary, and be an ex-officio member of all committees. The President shall also transact the financial affairs of the club should the Vice President Finance and Administration become unable to function until the office of that Vice President can be filled. A semiannual report of activities shall be placed on the web site for viewing by interested members.

Section D: The Vice President Web Information shall perform the duties of the President in the absence of the President. The responsibilities of this position will be assigning and supervising committees to work with various parts of the web site, gathering and preparing the web site information to be turned in to the Webmaster, and assisting the editor of the WebWhispers Journal when needed. A semiannual report of activities shall be placed on the web site for viewing by interested members.

Section E: The Vice President Member Services is in charge of recruiting new members, welcoming new members, correspondence, loaner closet, and maintaining a current club membership listing to be used as required in conducting club business. The “WebWhispers” pins and other items will be inventoried and marketed through this office. A semiannual report of activities shall be placed on the web site for viewing by interested members.

Section F: The Vice President Finance and Administration shall have custody of all moneys received by the club, shall place them for safekeeping in a depository convenient to this officer and shall expend the funds of the club as directed by the Executive Committee, shall keep records setting forth a true record of the receipts, expenditures, assets, liabilities, losses, and gains of the club, and shall render a statement of the financial condition of the club on a semiannual basis, or as so directed by the President. This statement is to be placed on the web site for viewing by interested members.

Section G: The Webmaster, a permanent position, shall manage and determine the nature, content, and format of the WebWhispers Nu Voice Club web site, and will be responsible for the moderating and operation of the two email lists. This includes communicating periodic notices to members relative to the efficient administration of the web site and the WebWhispers Nu-Voice Club. A semiannual report of web and listserv activities shall be placed on the web site for viewing by interested members.

Section H: In the event a Vice President is not able to finish the term of office, the Executive Committee will appoint an acting Vice President to serve until the next election for that office.

Article 5 – Meetings

Section A: All regular meetings of the organization shall take place on the Internet unless individual members or groups of members decide to meet in a physical location for a specific purpose. All reasonable efforts will be made to hold an “in-person” club meeting or event in conjunction with the annual meeting of the International Association of Laryngectomees.

Section B: Communications shall normally take the form of email exchanges to all members of the organization through either or both of the email lists or to individual members at their respective email addresses. Some correspondence may be posted to the web site and members notified via the email lists.

Article 6 – IAL Affiliation

Section A: The organization acknowledges the charter standards of the International Association of Laryngectomees and its stipulation that all clubs should strive for a committee structure focusing on professional advisory functions, patient visitation, safety & first aid, public information and rehabilitation. The spirit and intent of these standards shall be pursued to the maximum extent possible within the limits inherently imposed by the cyber space nature of this organization.

Section B: Given this acknowledgment, from time to time ad hoc committees shall be formed by the President, or responsible officer, using member volunteers, to deal with specific objectives.

Section C: On completion of its task, each ad hoc committee shall provide a brief report to the Executive Committee.

Article 7 – Delegates to the Annual Meeting of the International Association of Laryngectomees (IAL)

Section A: The club shall, on an annual basis, elect delegates to represent the club at the IAL Annual Meeting . The number of delegates elected shall be determined by the IAL requirements then in force.

Section B: All candidates for delegate status shall be certified Voting Members of the club and shall commit to attend the IAL Annual Meeting, if so elected.

Section C: Candidates for these delegate positions shall be selected via a procedure deemed appropriate by the Executive Committee. If possible, an election open to the entire Voting Membership shall be held and completed at least one month prior to the annual meeting of the IAL. Those candidates receiving the highest number of votes cast shall be designated delegates for that year. In the event that the number of candidates is equal to the number of delegate positions available, a mere vote by acclamation by the Voting Membership can be called. Should a delegate subsequently be unable to serve, that delegate shall be replaced from the pool of remaining candidates, beginning with the candidate receiving the most votes from the membership or, if no candidates remain, shall be appointed by the executive committee.

Article 8 – Amendments

These bylaws may be amended by a simple majority favorable vote of the Voting Members casting ballots in such an election, provided that notice of the amendment was given by email to the members at least fourteen days in advance of the final date for voting. Voting will be conducted on the web site.