ASCO Association PAC Bylaws

ASCO ASSOCIATION POLITICAL ACTION COMMITTEE BYLAWS

Approved by the ASCO Association Political Action Committee Advisory Council on February 25, 2020
Approved by the Association for Clinical Oncology Board of Directors on February 20, 2020

ARTICLE I – NAME, LOCATION, & AFFILIATION 

Section 1. Name

The official name of this political action committee shall be ASCO Association Political Action Committee (hereinafter referred to as “ASCO Association PAC” or “the Committee”).  

Section 2. Affiliation

The Committee shall be a separate segregated fund affiliated with, and only with, ASCO Association d/b/a Association for Clinical Oncology (hereinafter referred to as the “Association”).

ARTICLE II – PURPOSES & AUTHORITY

Section 1. Purposes

The Committee is a non-partisan political action committee that will work in the political arena to advance the priorities of the Association and its membership on issues relating to access to quality cancer care.  The Committee is not affiliated with any political party or candidate, and participation in the Committee’s activities is voluntary.

Section 2. Authority

In furtherance of the foregoing purposes, and to the extent permitted by these Bylaws and applicable federal, state, and local laws and regulations, the Committee is empowered to (1) solicit voluntary contributions; (2) accept lawful contributions as it deems appropriate; and (3) make expenditures and contributions to support candidates for federal election.

ARTICLE III – ADVISORY COUNCIL

Section 1. General Powers.

The affairs of the Committee shall be governed by the Advisory Council, who shall do such things as in their own judgment and discretion will carry out the purposes of the Committee in accordance with these Bylaws and applicable federal, state, and local laws and regulations.  The Advisory Council shall report on the activities of the Committee at least annually, such report to include an accounting of funds raised and contributions made.  

Section 2. Appointment and Removal of Advisory Council Members.

Members of the Advisory Council shall be appointed by, and subject to removal with or without cause, by the Board of Directors of the Association.  Each Advisory Council member shall be a member of the Association’s restricted class, as defined in 11 C.F.R. 114.1(j).  Notwithstanding any other provision of these Bylaws to the contrary, no member of the Association Board of Directors who is a foreign national shall participate in the discussion and/or vote by the Association Board of Directors to appoint any individual to or remove any individual from the Committee’s Advisory Council.

If, during his or her term of office as an Advisory Council Member, an individual becomes a member of the Board of Directors of the Association or the Board of Directors of the American Society of Clinical Oncology, Inc. (the “Society”), such individual shall be considered to be removed from office as an Advisory Council Member upon the start of his or her term as a member of the Association or Society Board of Directors.

Section 3. Number and Qualifications.

The number of voting members of the Advisory Council shall not be less than nine (9) nor more than (20), as determined by the Association Board of Directors by resolution.  No decrease in the size of the Board of Directors shall have the effect of shortening the term of any incumbent Advisory Council Member. 

All Advisory Council Members must be (1) members of the Association in good standing and (2) United States citizens or permanent resident aliens residing in the United States.  

Section 4. Term of Office.

Advisory Council Members will serve two-year terms and may be reappointed for additional terms.  The members shall hold office for their respective terms and until their successors have been duly elected or appointed, or until their earlier death, resignation or removal.

Section 5. Vacancies.

If the office of an Advisory Council Member is vacant for any reason (including an increase in the number of Advisory Council Members), the Association Board of Directors shall fill the vacancy for the remainder of the term of the vacated Advisory Council Member unless the Association’s Board of Directors acts to adjust the size of the Advisory Council as provided in Section 3 hereof.

ARTICLE IV - MEETINGS OF THE ADVISORY COUNCIL

Section 1. Regular Meetings.

The Advisory Council shall meet in-person at least once annually, and may hold other regular meetings as determined at the discretion of the Advisory Council.  Such meetings will be held at the office of the Committee or such other place that the Advisory Council may designate.  

Section 2. Special Meetings.

Special meetings of the Advisory Council may be called by the Chair of the Advisory Council at any time and must call a special meeting at the written request of any three (3) members of the Advisory Council.

Section 3. Notice; Waiver.

Written notice of the date, time, and place of regular and special meetings shall be provided no less than two (2) days prior thereto.  

Whenever any notice whatsoever is required to be given under the law or these Bylaws, a waiver thereof in writing and signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Section 4.  Quorum and Voting.

A majority of the voting Advisory Council Members shall constitute a quorum for the transaction of business.  The vote of a majority of the voting-eligible Advisory Council Members present at a meeting at the time of the vote, if a quorum is present at such time, shall be an act of the Advisory Council, except as otherwise required by law or these Bylaws.

Section 5. Telephonic Meetings; Action without Meeting.

Any one or more Advisory Council Members may participate in a meeting of the Advisory Council by means of a conference telephone or similar communications equipment allowing for persons participating in the meeting to hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Any action required or permitted to be taken at any meeting of the Advisory Council may be taken without a meeting if a majority of the voting members of the Advisory Council consent to such action in writing, including electronically, and such consent is filed with the minutes of the Advisory Council, except as required by law or these Bylaws.

ARTICLE V – OFFICERS 

Section 1. Officers; Election and Removal.

The Committee shall have the following Officers: Chair of the Advisory Council, Treasurer, Assistant Treasurer.  These Officers shall perform those duties usually associated with their offices, those duties outlined in these Bylaws, and those duties established from time to time by the Advisory Council.  The same individual may not serve as both Treasurer and Assistant Treasurer.

The Officers shall be appointed, and subject to removal with or without cause, by the Association Board of Directors.  

Section 2. Term of Office.

Each Officer shall be appointed for a one-year term and may be reappointed for additional terms.  The Officers shall hold office for their respective terms and until their successors have been duly elected or appointed, or until their earlier death, resignation or removal.

Section 3.  Resignations and Vacancies.

An Officer who is an Advisory Council Member and who resigns his or her position as an Officer shall remain an Advisory Council Member of the Committee unless he or she also resigns from office as an Advisory Council Member in writing or is removed as an Advisory Council Member in accordance with these Bylaws.

If an Officer position becomes vacant for any reason, the successor shall be chosen by the Association Board of Directors and such successor shall hold the Office for the remainder of the unexpired term.
 
Section 4. Chair of the Advisory Council.

The Chair of the Advisory Council shall be an Advisory Council Member, and shall be primarily responsible for leading the governance activities of the PAC, including presiding over meetings of the Advisory Council, and shall perform such other duties as may be required by law or prescribed by the Advisory Council.  
  
Section 5. Treasurer.

The Treasurer shall be an employee of the Association, and shall keep the financial and other records of the Committee, shall have general oversight responsibility for all funds collected by the Committee, and shall comply with all applicable financial reporting requirements of the law, including FEC filings. Subject to the limitations set forth in these Bylaws, the Treasurer, or his or her staff designee or other authorized agent, is empowered to approve and to make all payments and other disbursements as may be necessary to effectuate the purposes and efficient administration of the Committee.   The Treasurer shall perform such other duties as may be required by law or prescribed by the Advisory Council.  Should the Treasurer position become vacant, the Association Board of Directors shall appoint a successor within ten (10) days, and the PAC shall immediately inform the Federal Election Commission of the new Treasurer.

Section 6. Assistant Treasurer.

The Assistant Treasurer shall be an employee of the Association, and shall perform the functions of the Treasurer to the extent such functions are delegated to him or her by the Advisory Council or the Treasurer, and at all times in the event that the Treasurer cannot fulfill the duties of his or her office.  The Assistant Treasurer shall perform such other duties as may be required by law or prescribed by the Advisory Council.

ARTICLE VI – FUNDS

Section 1.  Separate Segregated Fund.

All contributions to the Committee shall be maintained by the Committee in one or more separate segregated funds in one or more designated bank accounts, and all expenditures by the Committee in support of a candidate shall be made from such funds and no other source, in accordance with federal election laws and regulations.  As permitted by the Federal Election Campaign Act (“FECA”), the Association may pay for the administrative and solicitation costs of the Committee.

Section 2.  Solicitation and Acceptance of Contributions.

Except as otherwise permitted by law or these Bylaws, the Committee may solicit contributions from individuals in the Association’s restricted class, as defined in 11 C.F.R. 114.1(j).  All contribution solicitations shall include disclosures as required by law.  

The Committee shall return to any contributor the amount of his or her contributions that exceeds the amount the Committee is permitted to accept from such contributor.  No individual or entity, including the Association and individuals associated with the Association, may reimburse contributors for their contributions to the Committee.

Section 3.  Contribution Guidelines for Candidate Selection.

Each contribution or expenditure of funds from the Committee to support a candidate for election shall be made in accordance with the Contribution Guidelines of the Committee, as approved by the Advisory Council and the Association Board of Directors.  Amendments to the Contribution Guidelines of the Committee must be approved by both the Advisory Council and the Association Board of Directors.  Notwithstanding any other provision of these Bylaws to the contrary, no member of the Association Board of Directors who is a foreign national shall participate in the discussion and/or vote by the Association Board of Directors to approve or amend the Contribution Guidelines of the Committee.  

Section 4.  Election Cycle Disbursement Plans.

For each federal election cycle, the Committee shall develop a Disbursement Plan that is (1) consistent with the Contribution Guidelines and (2) that is subject to the approval of the Advisory Council.  Each Disbursement Plan will set forth the candidates to be supported by the Committee during such election cycle. Disbursement Plans may be revised, from time to time, by resolution of the Advisory Council. 

ARTICLE VII - INDEMNIFICATION

The Association shall indemnify to the extent legally permissible each of the Committee’s Advisory Council Members and Officers, and shall have the power to indemnify to the extent legally permissible each of the Committee’s committee members, employees, or agents, against all costs, liabilities, and expenses (including counsel fees) reasonably incurred by him or her in connection with the defense or disposition of any action, suit, or other proceeding, asserted or threatened against him or her while in office or thereafter, by reason of his or her being or having been such an Advisory Council Member, Officer, committee member, employee, or agent with respect to any matters as to which he or she acted in good faith in the reasonable belief that his or her action was in the best interests of the Committee.  The right of indemnification hereby provided shall not be exclusive of or affect any other right to which any Advisory Council Member, Officer, committee member, employee, or agent may be entitled.  As used in this Article, the terms “Advisory Council Member,” “Officer,” “committee member,” “employee,” and “agent” include their respective heirs, executors, administrators, and legal representatives.

ARTICLE VIII - AMENDMENTS

The Advisory Council, by affirmative vote of a majority of all of the voting Advisory Council Members, may amend or repeal these Bylaws at any regular or special meeting of the Advisory Council, provided that no amendment to or repeal of these Bylaws shall be effective unless and until also approved by the Association Board of Directors.  
  

ARTICLE IX - DISSOLUTION

The Committee may be dissolved by the Association Board of Directors at any time for any reason.  Upon dissolution of the Committee, any remaining funds will be distributed at the direction of the Advisory Council in a manner consistent with the Contribution Guidelines of the Committee and the law.