Community Advisory Board Bylaws

The mission, functions, election process, officer nomination and meeting policies have been set forth for future generations in the official bylaws of the Duke AIDS Research and Treatment Center (DART) Community Advisory Board (CAB).

Mission

The mission of the Duke AIDS Research and Treatment (DART) Center Community Advisory Board is to serve people living with HIV infection by educating the community through outreach programs, participating in the evaluation of the clinical trials process, facilitating the uniting of persons with HIV with research, clinical, and community resources, promoting positive relationships between the DART Center and the community, and assisting in the support of the Patient Care Fund and activities of the DART Center.

Functions

Section 1. Education: The Board will provide information to the public regarding current HIV investigative research treatments. The Board will sponsor at least one public forum as a "treatment" update per year. The Board will assist the Center in disseminating pertinent information about HIV to DART patients and their families. The Board will sponsor a speakers' bureau for media and educational outreach events.

Section 2. Participation in the Clinical Trials Process: The Board will (a) have access to and familiarize itself with all active DART Center protocols and assist in exploring creative strategies toward their rapid implementation; (b) review the relevancy and availability of protocols at the site; and (c) work toward solving any problems of accrual in the trials. The Board will serve advisory capacity in the development protocols. The DART Center will review and discuss patient recruitment for HIV investigation studies with the Board. This process is to ensure that study participants represent populations at risk for HIV.

Section 3. Facilitation of collaborative relationships: The Board will advise the principal investigators and DART staff on ways to better working relationships among the researchers, staff, and community resources and ensure that treatment and clinical trials are relevant, ethical, and meet the needs of all concerned.

Section 4. Patient Assistance Fundraising: The Board shall assist in the fundraising efforts of the DART Center. These efforts shall include but not be exclusive of the Patient Care Fund (the Patient Care Fund, a Memorial to Misha Brooks). These efforts will include sponsoring events to benefit the Patient Care Fund and other activities which support the Center.

Section 5. Community Relations: The Board will assist DART Center in Public Relations involving the media, local community agencies and organizations.

Board of Directors

Section 1. Number, Term and Qualifications:

(a) Number: The number of individuals constituting the Board shall be a minimum of 20.

(b) Term: all members shall serve two-year terms. Members may serve an unlimited number of terms. Terms may be limited by death, resignation, retirement, removal or disqualification.

(c) Qualifications shall include a familiarity with, or willingness to become familiar with, the care and treatment in conventional clinical research of persons living with HIV infection or AIDS. In determining qualifications for membership, emphasis shall be given to people with HIV infection, parents of children with HIV infection, women, I.V. drug users, individuals of lesser socioeconomic status, gay men and lesbians, people of color and members of the research .

Section 2. Election of Members: Members shall be elected by the members of the Board at the annual meeting of the Board. A member whose term expires at an annual meeting shall not thereby be disqualified from voting for the election of a successor.

Section 3. Removal: Members may be removed by two-thirds vote of a quorum of the Board.

Section 4. Vacancies: Any vacancy occurring in the Board, whether by death, resignation, retirement, removal or disqualification during the member's term of office, or by an increase in the number of authorized members, shall be filled by the Board. A member appointed to fill a vacancy shall serve for the unexpired term.

Meeting of Directors

Section 1. Annual and Regular Meeting: The annual meeting of the Board shall be held in the final quarter of each year for the purpose of electing members and officers of the Board and for the transaction of such other business as may be properly brought before the meeting. In addition, the Board shall meet quarterly for its regular meetings with the time and place to be set by resolution of the Board.

Section 2. Special Meetings: Special Meetings of the Board may be called at the request of the President or any two members. The time and place of meeting shall be fixed by the person or persons calling the meeting.

Section 3. Notice of Meetings and Cancellation: Annual and regular meetings of the Board shall be set by resolution of the Board. The person or persons calling a special meeting of the Board shall, at least two days before the meeting, give notice thereof by any usual means of communication. Notice shall specify the purpose for which the meeting is called. Annual regular and special meetings shall be canceled only upon the concurrence of a majority of the Board's Executive Committee.

Section 4. Quorum: The Members of the Board in attendance at any duly noticed meeting shall constitute a quorum for the transaction of any business.

Section 5. Manner of Acting: Except as otherwise required, the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Board.

Section 6. Executive Committee: The officers of the Board, and a member of clinic staff who shall serve solely in an advisory capacity, shall constitute the Board's Executive Committee. The Executive Committee is empowered in the event of an emergency to act by a majority of a quorum of the officers. An emergency decision can be reached prior to the time of a regular or special meeting.

Section 7. Committees of the Board: In addition to the standing committees enumerated herein, the Board by resolution adopted by a majority of the members present at a meeting at which a quorum is present may establish a committee of the Board which shall have and may exercise all of the authority provided in such resolution in the management of the Board's affairs. The Committees of the Board may, as the need arises, designate committee members who shall comprise a sub-committee.

Section 8. Clinic Staff: At least one social worker and one clinician from the DART Center shall serve on the Board and may serve on Board Committees in an advisory capacity.

Section 9. Procedure: Broad procedure shall be governed by the most current edition of Robert's Rules of Order.

Officers

Section 1. Officers of the Board: The officers of the Board shall consist of a President, President-Elect, Recording Secretary, Corresponding Secretary, counsel and other officers as the Board may from time to time elect. Any two or more offices may be held by the same person, but in no event may any officer act in more than one capacity where the action of two or more officers is required. The duties and responsibilities of officers of the Board are as follows:

(a) President: The President shall be the principal officer of the Board and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Board, set the agenda, and preside over all meetings of the Board. The President shall serve for a one-year term.

(b) President-Elect: In the absence of the President or in the event of the President's death, resignation, inability or refusal to act, the President-Elect shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall serve for a one-year term and shall thereafter succeed to the office of the President.

(c) Recording Secretary: The Recording Secretary shall: [I] keep a list of all current board members, which will include names, addresses and phone numbers; [ii] keep the minutes of the meetings of the Board and Executive Committee meetings in one or more books provided for that purpose; [iii] shall, in conjunction with the President, prepare the agenda for each annual, regular and special meeting; and [iv] in general perform all duties incident to the office of Recording Secretary and such other duties as from time to time may be assigned to the Recording Secretary by the President or by the Board. The Recording Secretary shall be elected and shall serve for an initial one-year term and thereafter for a two-year term.

(d) Corresponding Secretary: The Corresponding Secretary shall: [I] be in charge of all mailings; [ii] shall be responsible for polling the Board on issues the Board may decide require the vote of the entire Board, including members not then present; and [iii] in general perform all duties incident to the office of Corresponding Secretary and such other duties as from time to time may be assigned to the Corresponding Secretary by the President or by the Board. The Corresponding Secretary shall be elected and shall serve for a two year term.

(e) Counsel: Counsel to the Board shall: [I] be responsible for investigation and reporting on all issues of law as they affect the Board, [ii] advise the Board on all matters of procedure; and [iii] in general perform all duties incident to the office of Counsel by the President or by the Board. Counsel shall serve for a one year term.

Section 2. Election and Term: The officers of the Board shall be elected by the Board at the annual meeting prior to the election of new members. Each officer shall hold office until his death, resignation, retirement, removal, or disqualification or until the officer's successor is elected and qualifies following the expiration of the officer's term.

Standing Committees

Section 1. The Board shall have the following standing committees which shall report to the board at each regularly scheduled meeting, or, more frequently, as the need arises:

(a) Community Education Committee: The Board shall have as a standing committee, the Community Education Committee, which shall be comprised of at least three members of the Board and one DART clinician who shall serve solely in an advisory capacity. The Community Education Committee shall be responsible for providing information to the public regarding current and investigative treatments and research pertaining to HIV on at least an annual basis. In addition, the committee shall be responsible for assisting the DART Center in the dissemination of pertinent information about HIV which may be relevant to DART patients and their families. Finally, the Committee will assist the Center with a speaker and information bureau as needed.

(b) Clinical Trials: The Board shall have as a standing committee the Clinical Trials Committee which shall be comprised of at least three members of the Board and one clinician, who shall serve solely in an advisory capacity. The Clinical Trials Committee shall be responsible for reviewing and presenting all clinical trials and protocols to the Board with the committee's recommendations concerning relevancy availability, implementation, and accrual.

(c) Community Relations Committee: The Board shall have as a standing committee the Community Relations Committee which shall be comprised of at least three members of the Board and one clinician, who shall serve solely in an advisory capacity. The Community Relations Committee shall be responsible for involving the media, local community agencies and organizations in DART Center Activities. The Committee may assist other committees in promoting their functions. All media contacts will be made through the Duke University Public Relations department.

(d) Fundraising Committee: The Board shall have as a standing committee the Fundraising Committee which shall be comprised of at least three members of the Board and one clinician who shall serve solely in an advisory capacity. The Committee shall sponsor events geared towards support of the Patient Care Fund and other activities of the DART Center.

(e) Board Development: The Board shall have as a standing committee the Board Development Committee which shall be comprised of at least three members of the Board. The Board Development Committee shall be responsible for [I] compiling and recommending to the Board, not later than the last regular meeting prior to the annual meeting, a proposed list of individuals for nomination to Board membership, [ii] monitoring board attendance and contacting individuals who have failed to attend a regularly scheduled meeting of the Board, [iii] preparing and implementing, with the assistance of clinic staff, new Board member orientation, [iv] conducting exit interviews with members whose terms have expired or who are otherwise leaving Board membership and [v] developing and implementing strategies to increase the awareness of and educate Board members on issues relating to HIV infection and the AIDS epidemic as well as to encourage active, continuing and informed membership participation in the affairs of the Board.

Section 2. Participation on Board Committees: Committees of the Board, with the exception of Board Development, may open participation at their discretion, to interested volunteers from the community who shall serve in an advisory capacity on such committees. Committee meetings shall be open to all members of the Board, whether members of such committee or not. Members of the Board who attend meetings of committees of which they are not members shall not be entitled to vote at such committee meetings.

Amendments

Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted by the affirmative vote of a majority of the Board at any regular or special meeting.