Article I –Name

The name of the organization shall be the "Josephine Marie Herzon Memorial Foundation." It shall incorporate under Missouri statutes for not-for-profit corporations.

Article II –Purpose

The Josephine Marie Herzon Memorial Foundation is dedicated to finding a cure for diffuse intrinsic pontine gliomas in children and providing recreation, comfort, and emotional support to children diagnosed with this and other life-threatening diseases.

Article III – Board of Directors

Section 1. Management

The affairs of the corporation shall be managed, supervised, and controlled by a self-perpetuating board of directors consisting of not less than three (3) and not more than (15) persons (as decided from time to time by the board of directors) in a manner specified in section 2.

Section 2. Meetings

The annual meeting of the board of directors shall be held on the 28th day of the month of September. All meetings of the board, regular or special, shall be held at the principal office of the corporation, or at such time and place within or without the State of Missouri as shall be determined by the chairman or, if not designated by the chairman, then as determined by the board of directors. The annual meeting shall be held for the purpose of electing officers and directors and transacting other business as may come before the meeting. Special meetings of the board of directors may be called by or at the request of the chairman, or in the absence of the chairman, by the secretary, or any two directors.

Members of the board of directors or of any committees designated by the board of directors may participate in a meeting of the board or committee by means of conference telephone or similar communications technology whereby all persons participating in the meeting can communicate with each other. Participation in a meeting in this manner shall constitute presence in person at the meeting.

Any action which is required to be or may be taken at a meeting of the directors, or of any committee of the directors, may be taken without a meeting if consents in writing set forth the action to be taken and are signed by all members of the board or of the committee as the case may be. The consent shall have the same force as the effect of a unanimous vote at a meeting duly held and may be stated as such in any certificate or document. The secretary shall file the consents with the minutes of the meetings of the board of directors or of the committee as the case may be.

Section 3. Notice

Notice of any annual or special meeting shall be given at least five days prior thereto by written notice delivered personally or mailed to each director at such director's business or home address. If mailed, such notices shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such 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. Neither the business to be transacted, nor the purpose of any regular or special meeting of the board of directors needs to be specified in the notice or waiver of notice of such meeting.

Section 4. Quorum

Two-thirds of the incumbent members of the board of directors shall constitute a quorum for the transacting of business at any meeting of the board of directors.

Section 5. Manner of Acting

The act of the majority of the directors present at a meeting of the directors at which a quorum is present shall be the act of the board of directors unless a greater number is required under the Articles of Incorporation, these bylaws, or any applicable laws of the state of Missouri.

The chairman shall only cast a vote pertaining to decisions made by the board of directors when a vote of the regular board members results in a tie. In such an instance the vote of the chairman is required.

Article IV -Terms and Election of Directors

Section 1. Terms

Each director shall be elected for a term of two (2) years, at an annual meeting of the board of directors. Vacancies occurring on the board of directors, including vacancies due to an increase in the number of directors, may be filled by the directors then in office. Any director may succeed himself/herself indefinitely.

Section 2. Vacancies

When vacancies occur, the board shall consider the following criteria for the selection of board members:

a. Two-thirds (2/3) of board members shall be persons who have had family members diagnosed with childhood brain stem gliomas.
b. The board of directors shall regularly seek the advice and counsel of the beneficiaries of all activities promoted by the Corporation in all its decisions.

The initial members of the board of directors shall be:

Benjamin T. Herzon
9100 Pine Ave.
Brentwood, MO 63144
Chairman and Treasurer

Marta R. Gray
9100 Pine Ave.
Brentwood, MO 63144
President and Secretary

Aaron D. Herzon
120 White Tree LN
Ballwin, MO 63011
Director

Julie M. Herzon
120 White Tree LN
Ballwin, MO 63011
Director

Section 3. Removal

The board of directors may, by resolution adopted by a majority of the directors, remove a fellow board member for just cause. If a board member is absent from three consecutive regular meetings of the board of directors, that board member may be removed by an action of the majority of the board members present at a regular or special meeting.

Article V -Officers

Section 1. Officers

a) Officers: The officers of the “Josephine Marie Herzon Memorial Foundation” shall be the Chairman, President, Secretary, and Treasurer.

b) Term: Each officer shall take office at the September meeting and shall serve for a term of two years.

c) Removal: Motions requesting the removal of an officer for not performing the duties of his/her office may only be entertained at a regular meeting. The proposed action must be included on the pre-meeting announcement agenda. Such action requires approval of two-thirds of the membership present at the meeting.

d) Duties: The officers shall perform those duties customarily assigned to the offices held.

1) Chairman -The chairman shall preside at the meetings of the “Josephine Marie Herzon Memorial Foundation,” shall make committee appointments, and shall otherwise be responsible for the conduct of the business of the organization.
2) President -The president shall assist the chairman as may be requested by him/her, and shall perform the duties of the chairman or secretary in his/her absence or in the event of his/her inability or refusal to act. Furthermore, the president shall act as the parliamentarian as defined in Robert's Rules of Order Revised. The president shall be responsible for facilitating the meetings according to Article VIII a.
3) Secretary -The secretary shall be responsible for keeping the minutes of the meetings of the corporation and distributing copies of these minutes to all current members at least a week prior to the next meeting. They shall see that all notices are duly given in accordance with the provisions of these by-laws; maintain a list of members; and in general, perform all duties incident to the office of secretary.
4) Treasurer -The treasurer shall be responsible for keeping and receiving records of all the funds of the Josephine Marie Herzon Memorial Foundation; deposit such funds in a depository approved by the officers; and pay authorized expenses upon order of the officers.

Section 2. Past Chairman

The past chairman shall serve as an ex-officio officer providing assistance to the chairman and other officers until a transition has been completed.

Article VI -Committees

The board of directors, as necessary, may designate regular or special project committees, or such committees as designated by the chairman.

a) The chairman of a committee shall be a representative from the board of directors.

b) The chairman of the Josephine Marie Herzon Memorial Foundation shall be an ex-officio member of all committees.

c) Meetings of each committee may be called by its chairman or by the chairman of the Josephine Marie Herzon Memorial Foundation on five days notice to the members of the committee. Committees shall meet as often as is necessary to conduct their business.

d) All committees shall keep brief minutes of committee meetings and submit a summary of the minutes at regular board meetings.

e) The action of a majority of the members present and voting at a committee meeting shall be the action of the committee.

f) Each board member shall be an active member of one or more committees.

Article VII -Amendments

These bylaws may be amended by a two-thirds majority vote of the members present and voting at any duly called meeting or special meeting of the corporation called for that purpose. Each proposed amendment shall be presented at a meeting prior to being voted upon and shall be printed in the minutes of that meeting.

Article VIII -Parliamentary Authority

a) Robert's Rules of Order Revised shall govern the Josephine Marie Herzon Memorial Foundation in all cases in which they are applicable and in which they are not in conflict with these bylaws.

b) The above bylaws are hereby adopted and made immediately effective by affirmative vote by the undersigned directors this 27th day of November, 2005.