ARTICLE 1 > GENERAL

Section 1 Name

The name of the organization shall be “The Korean American Medical Association, Inc.” (the “Association”).

Section 2 Central Office

The central office of the Association is currently 200 Sylvan Ave., Suite #22, Englewood Cliffs, NJ 07632 (the “Central Office”). The Association may have such other offices within the United States as the Board may determine from time to time. The Central Office shall serve as the information, communication and records center of the Association. The daily business of the Central Office shall be performed by an office manager or such other employee(s) as the Board may designate from time to time, and supervised by the Executive Secretary.

Section 3 Purpose

The general purposes of the Association are (i) to engender and enhance the fellowship of its members and others through active participation in forums, symposia, and other professional meetings; (ii) to promote and assist in medical and scientific research and advancement; (iii) to provide scholarship and financial/educational assistance to needy medical students; and (iv) to promote and carry on other act or thing incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of Directors, officers, Members, Component Societies or others associated with the Association.

ARTICLE II > COMPONENT SOCIETIES

Section 1 Membership

The sectional Korean Medical Societies in America, chartered by the Association, shall constitute the component societies of the Association (the “Component Societies”). Membership in a Component Society shall carry with it membership in the appropriate class of membership in the Association.

Section 2 Application for Membership

Application for a charter by a newly formed Component Society shall be made in writing to the Association, which shall determine that the application has complied with the requirements of the Association. A charter, signed by the President and the Secretary of the Association, shall be issued upon a two-thirds vote of the Board of Directors. A new Component Society admitted after October 1 shall be applied to the following fiscal year. A new Component Society admitted after July 1, but before October 1, shall pay one-half the normal annual dues.

Section 3 Number of Component Societies.

Only one Component Society shall be chartered in any district or city. Each Component Society shall have discretion to write its own bylaws and otherwise govern its internal affairs; provided, however, that no Component Society may conduct its internal affairs in a manner, which conflicts with these bylaws or with the purposes of the Association.

Section 4 Individual Membership in Component Societies.

The Association and/or Component Societies shall be the judges of the qualifications of their own members; provided, however, Component Societies shall limit their membership to reputable physicians (Doctors of Medicine).
The applicants for membership should be graduates of accredited medical schools who are of Korean ancestry, or any physicians who show continuing interest in, and contribute to, the goals and activities of the Association.

Section 5 Transfer of Membership.

A Component Society shall transfer the membership of any member thereof, upon such member’s request and without cost to the member, to another Component Society in which such member’s application has been accepted; provided, however, that such member is in good standing with the transferring Component Society. Members who apply for transfer shall remain members in good standing of Component Societies from which they request transfer until such time as their transfer applications are either accepted or rejected.

ARTICLE III > MEMBERSHIP

Section 1 Active Members.

Membership in the Association shall be limited to active, dues paying members in good standing in the Component Societies (the “Members”). Members shall have the right to attend and participate in Association’s meetings, serve on the Board of Directors, hold office in the Association and serve on all standing committees.

Section 2 Membership Interest.

No Member shall have any rights, title or interest in or to the assets, nor liability in the debts, of the Association.

Section 3 Emeritus & Honorary Membership.

All Members who have retired from active medical practice shall automatically be deemed emeritus members of the Association (the “Emeritus Members”). The Board of Directors may elect honorary members to the Association (the “Honorary Members”). The Board of Directors shall determine the characteristics, rights and duties of all Honorary Members.

ARTICLE IV > MEETINGS OF THE MEMBERS

Section 1 Annual Meeting.

The annual meeting of the Members shall be held in each year at the time and place as may be determined by the President and stated in the notice of such annual meeting of the Members for the purpose of electing the members of the Board of Directors and the transaction of other business as may properly come before the meeting. The President must seek and obtain approval by the Board of Directors before KAMA President signs the Annual Convention contract. The President must seek and obtain approval by the Board of Directors before KAMA President signs the Annual Convention contract.

Section 2 Special Meetings.

Special meetings of Members shall be held at the Central Office, or at such other place as may from time to time be designated in the call for and notice of the meeting, and may be called at any time by the President or by a majority of the Board of Directors, and must be called by the President upon written request of fifty percent (50%) of the outstanding Members entitled to vote at the special meeting.

Section 3 Notice of Meetings.

Notice of the time, place and purposes of every annual and special meeting of the Members shall be served either personally or by mail upon each Member entitled to vote at such meeting not less than ten (10) days or more than sixty (60) days before the date of such meeting. If mailed, such notice shall be deposited in the United States mail, with first-class postage thereon prepaid, at his/her address as it appears on the records of the Association, or if he/she shall have filed with the Secretary of the Association a written request that notices to him/her be mailed to some other address, then directed to him/her to such other address. The business which may be transacted at the meeting shall be confined to business which is related to the purposes or purposes set forth in the notice, and unless it is the annual meeting, indicate that the notice is being issued by or at the direction of the person calling the meeting. Any and all notices of meetings may be waived by a Member by submitting a signed waiver either before or after the meeting, or by attendance at the meeting, without protesting the lack of notice prior to the conclusion of the meeting.

Section 4 Quorum.

At all annual and special meetings of the Members there shall be present no fewer than a majority of the Members entitled to vote at such meeting, either in person or by proxy, in order to constitute a quorum for the transaction of business but less than a quorum may adjourn such meeting from time to time without notice until a quorum is present. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of adjourned meeting if the time and place of which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.

Section 5 Procedure.

At meetings of the Members, the order of business and all other matters of procedure may be determined by the person presiding at the meeting.

Section 6 Voting.

A Member entitled to vote at a meeting may vote at the meeting in person or by proxy. Except as otherwise provided in this Section 6, each Member of record as of the record date shall be entitled to one (1) vote. All corporate action shall be determined by a vote of a majority of the Members at a meeting of Members by Members entitled to vote thereon. In the event of a tie vote, the President shall be entitled to one additional vote which shall be cast to break the tie.

Section 7 Proxies.

Every proxy must be dated and signed by the Member or by his/her attorney-in-fact. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the proxy provides otherwise. Every proxy shall be revocable at the pleasure of the Member executing it, except where an irrevocable proxy is permitted by statute.

Section 8 Consent without a Meeting.

Whenever by a provision of statute or of the Certificate of Incorporation or by these bylaws, the vote of Members is required or permitted to be taken at a Members meeting in connection with any corporate action, the meeting and the vote of Members may be dispensed with, if all the Members who would have been entitled to vote upon the matter if the meeting were held, shall consent in writing to the corporate action being taken.

ARTICLE V > DIRECTORS

Section 1 Number and Qualification.

Management of the Association shall be vested in a Board of Directors (the “Board”) of not less than nine (9), which is headed by a Chairperson. The total number of the elected members of the Board is to be controlled by its current members as deemed necessary. In addition to the elected members of the Board, the President, President-Elect, Vice President(s), Executive Secretary and the immediate past President of the Association, shall serve as ex officio members of the Board. Except as otherwise provided in these bylaws, the term “Directors” shall mean and refer to elected and ex officio members of the Board collectively. Each Director is required to participate in at least half of the quarterly board meetings. If a Director fails to participate in at least one of the quarterly board meetings during a single fiscal year (Jan-Dec), he/she shall lose voting rights during the following fiscal year. If a Director fails to participate in at least one of the quarterly board meetings during a single fiscal year (Jan-Dec) for two consecutive years, he/she shall lose membership on the Board. The Chairperson shall enforce this rule. Teleconference participation is considered full participation. Each elected Director is required to pay annual dues, whose amount is to be appropriately set by the Board at the beginning of the year.

Section 2 Nomination.

A candidate for the Board is nominated by any one of the current board members, by regional chapters of the Association or by any Active Member. Immediate past President of the Association is automatically nominated.
Minimum requirements for nominees for Director:
i. The nominee has been a Member of a national or regional KAMA in good standing for at least three years.
ii. The nominee has attended at least two annual meetings over the preceding five years. The Chairperson may waive one of the two required annual meetings.
iii. The above minimum eligibility requirements are waived if a nominee is a representative from a regional chapter of at least 20 Active Members and such chapter does not have a Director.

Section 3 Election and Term.

The election of the Directors shall be approved at Board meetings by a majority vote of the Members present and entitled to vote. The Chairperson shall announce the newly elected Directors. Each Director is elected for a term of three (3) years. No Director may serve more than three (3) consecutive three (3) year terms. Chairperson of the Board must have served as an elected Board member for minimum of three (3) years and elected by the current board members by a majority vote for a term of three (3) years and up to two (2) terms.

Section 4 Vice-Chairperson.

The Chairperson may nominate a Director as Vice-Chairperson. Nominees must have served as an active Board member for a least two years at the time of nomination. The Vice-Chairperson must be approved by a majority of the Board. The Chairperson may delegate any authority of the Chairperson to the Vice-Chairperson for a duration not to exceed the Chairperson’s term. In the absence of the Chairperson, the Vice-Chairperson shall perform the duties of the Chairperson, and when so acting, shall have all the powers and be subject to all the responsibilities of the Chairperson.

Section 5 Vacancies.

If a vacancy occurs among the Directors, such vacancy shall be filled, for the unexpired term, by the Board.

Section 6 Conflict of Interest.

If an outside organization is found to have sufficient conflict of interest or be in significant competition with KAMA, a same person shall not serve as a Board of Directors of both that particular organization and KAMA at the same time. Whether or not a particular organization has sufficient conflict of interest or is in significant competition with KAMA will be determined by majority board members’ vote.
Directors shall disclose all potential conflicts of interest at the next meeting of the board or, if not in attendance, to the Chairperson prior to the next meeting of the board. Directors may not vote until the conflicts of interest are resolved.

ARTICLE VI > DUTIES AND POWERS OF THE BOARD OF DIRECTORS

Section 1 Duties and Powers.

The Board shall have control and the general management of the affairs, property and business of the Association, except as may otherwise be delegated to the Executive Committee pursuant to these bylaws, and subject to these bylaws, may adopt such rules and regulations for that purpose and for the conduct of its meetings as the Board may deem proper. The Board shall have the power to appoint an Executive Committee and such other committees as from time to time shall be deemed advisable, each such committee to have such number of members and such powers as shall be fixed in the resolution of the Board creating and appointing such committee. Any issues raised during the Board meeting shall require a majority vote of the Directors to pass.

Section 2 Compensation.

Each Director shall serve without compensation for the benefit of the Association; provided, however, he/she may be reimbursed for traveling and other out-of-pocket expenses incurred on behalf of the Association. Nothing herein contained shall preclude any Director from serving the Association in any other capacity and receiving compensation for such services.

ARTICLE VII > MEETINGS OF THE BOARD

Section 1 Annual Meeting.

The annual meeting of the Board shall be held immediately following the annual meeting of the Members for the purpose of electing officers, appointing committees and for the transaction of such other business as may properly come before the meeting.

Section 2 Regular Meetings.

Regular meetings of the Board shall be held at such time and place as may be determined by resolution of the Board and no notice shall be required for any regular meeting except as otherwise provided by law. Any business may be transacted at any regular meeting.

Section 3 Special Meetings.

Special meetings of the Board may, unless otherwise prescribed by law, be called at any time by the President or, upon the written request of any three (3) Directors, the Secretary shall call a special meeting of the Board. Special meetings shall be held at the Central Office or at such other place as may from time to time be designated by resolution of the Board.

Section 4 Notice of Special Meetings.

Unless otherwise prescribed by law, notice of the time, place and purpose of any special meeting of the Board shall be served either personally upon each Director or mailed to his/her address as it appears upon the records of the Association or to his/her last known post office address not later than two (2) days prior to the meeting. Notice of a special meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior to or at the commencement of the meeting, the lack of notice to him/her.

Section 5 Quorum.

At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business but less than a quorum may adjourn such meeting from time to time without further notice until a quorum is present. Except as otherwise required by law or in these bylaws provided, any act of a majority of the Directors constituting a quorum shall be the act of the Board. In the event of a tie vote, the President shall be entitled to one additional vote which shall be cast to break the tie.

Section 6 Action without a Meeting.

The Board shall have authority to undertake and/or authorize any action required or permitted to be taken by the Board or any committee thereof to be taken without a meeting if all members of the Board or any committee thereof shall consent in writing to the adoption of a resolution authorizing the undertaking or authorizing the action. The resolution and the written consents thereto by the Directors or members of the committee shall be filed with the minutes of the proceedings of the Board or the committee.

Section 7 Presence at a Meeting by Telephone.

Any one or more members of the Board or any committee thereof may participate in a meeting of such Board or committee thereof by means of a conference telephone or similar telephonic communication equipment allowing all persons participating in the meeting to hear each other at the same time, and such participation by telephonic means shall constitute presence in person at such meeting.

ARTICLE VIII > OFFICERS

Section 1 Officers.

The officers of the Association shall consist of a President, one or more Vice Presidents, a President-Elect, an Executive Secretary, a Secretary and a Treasurer.

Section 2 Election/Appointment.

(a) President-Elect shall be elected directly by the Members of the association.   Election will be held either at the annual meeting or by email.  The timing will be determined by the chairperson of the Board of Directors, but no later than the end of Nov in the year, 2 years preceding the term of Presidency.  Each candidate shall submit cv and letter of intent to general member prior to the election.

If no qualified candidate is identified or no one is running for the President, the Board of  Directors shall nominate and select the President-Elect by majority vote by all Board of Directors.
(b) The Secretary, Treasurer and one or more Vice Presidents shall be appointed by the President from time to time and approved by the Board of Directors.
(c) The Executive Secretary shall be appointed by the Board at the annual meeting of the Board of Directors.

Section 3 Nomination of President-Elect

At least thirty (30) days prior to the annual meeting of the Members, the Nomination Committee shall meet for the purpose of nominating persons to be elected officers. At least ten (10) days prior to the annual meeting, the Nominating Committee shall report to the Board as to the names of the persons nominated by such committee. Nominating committee will function in advisory capacity to the board of directors, and it will report to the board of directors.  A candidate for the president should receive endorsements from at least 1/3 of board members to become nominee.  Each Board member can endorse more than one candidate.  Declaration of qualified nominee will be announced by the Chairperson of BOD, and this process should be done by the end of June in the year, 2 years preceding the term of Presidency.

(a) Nominee considered for President-Elect shall have met the following minimal requirements:

(i) The nominee has been a Member of national KAMA in good standing for at least 3 years.

(ii) The nominee has attended at least 1 out of past 5 annual national KAMA conventions.

(iii) The nominee is professionally active in the USA, and resides in the USA full time.  Furthermore, the president shall be professionally active in the USA, and resides in the USA full time during the term of the Presidency.

Section 4 Term of Office.

All officers of the Association, except the Executive Vice President, shall hold office for one (1) year and until their successors are elected or appointed, or until removed as provided in these bylaws. The Executive Secretary shall hold office for three (3) years and until his/her successor is appointed, or until removed as provided in these bylaws. There is no restriction regarding the number of terms an officer may serve. No officer may be elected or appointed without his/her consent. If a vacancy occurs among the officers, such vacancy shall be filled for the unexpired term by the Board.

Section 5 Removal of Officers.

Any officer, except the President, may be removed either with or without cause, by a majority vote of the Board.

Section 6 Duties of Officers.

The duties and powers of the officers of the Association shall be as set forth herein, and may include, without limitation (i) promotion of the Association and Association activities; (ii) promotion fo membership in the Association; (iii) fund raising; and (iv) such all other duties as may be set from time to time by resolution of the Board.

Section 7 Conflict of Interest.

If an outside organization is found to have sufficient conflict of interest or be in significant competition with KAMA, a same person shall not hold a leadership position, such as President, Vice-President, Board Directors, Executive secretary, Secretary, Treasurer or equivalent leadership positions in both that particular organization and KAMA at the same time. Whether or not a particular organization has sufficient conflict of interest or is in significant competition with KAMA will be determined by the Board of Directors.
Officers and committee chairpersons shall disclose all potential conflicts of interest at the next meeting of the board or, if not in attendance, to the Chairperson prior to the next meeting of the board. Committee members shall disclose all potential conflicts of interest to their respective committee chairpersons prior to the next meeting of the committee. Officers may not exercise their powers until the conflicts of interest are resolved.

ARTICLE IX > DUTIES OF OFFICERS

Section 1 President.

The President shall (i) be the chief executive officer of the Association, (ii) preside at all meetings of the Members, and (iii) appoint such committees as he or the Board shall consider expedient or necessary. He/she shall have general management of the affairs of the Association subject to the approval of the Board and shall perform all other duties incidental to his/her office. He/she shall be an ex officio member of all standing committees, except the Nominating Committee. The President shall present at each annual meeting of the Members and of the Directors a report of the condition of the business of the Association. The President shall cause to be called regular and special meetings of the Members and of the Directors in accordance with the requirements of statutes and these bylaws.
The President shall sign and execute all contracts in the name of the Association and shall cause all books, reports, statements and certificates to be properly kept and filed as required by law.
The President shall enforce these bylaws and perform all duties incident to the office and which are required by law, and generally, shall supervise and control the business and affairs of the Association.

Section 2 President-Elect.

The President-Elect shall serve as a member of the Executive Committee from the date of his/her election to office until the conclusion of his/her predecessor’s term, and shall have such other powers and perform such other duties and functions as the Board may prescribe.

Section 3 Vice President.

In the absence of the President, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers and be subject to all the responsibilities of the office of the President, and shall have such powers and perform such duties and functions as usually pertain to the office or as the Board may prescribe.

Section 4 Executive Secretary.

The Executive Secretary shall serve as the chief administrative officer of the Association. He/she shall (i) oversee the duties of the Central Office; (ii) serve as the chief liaison between the Association and the Component Societies; and (iii) perform such other duties and functions as the Board may prescribe.
The Executive Secretary shall obtain a list of officers and members of the Component Societies, and an estimate of total eligible Members on or before January 31st of each year.
The Executive Secretary shall collect all annual membership dues, assessments and donations from the Component Societies.

Section 5 Secretary.

The Secretary shall keep minutes of all meetings of the Members and of the Board, shall attend to the giving and waiving of all notices of the Association and shall perform all other duties incidental to his/her office or as the Board may prescribe. In the absence of both the President and the Vice President, the Secretary shall preside and perform the duties of the President. The Secretary shall be custodian of the records and the seal of the Association and shall affix the seal to corporate papers when required. The Secretary shall attend to all correspondence and present to the Board at their meetings all official communications received by the Secretary.

Section 6 Treasurer.

The Treasurer shall have care and custody of and be responsible for all receipts, monies and securities of the Association, and shall deposit the same in the name of the Association in such banking institution or institutions as the Board may designate, and shall disburse funds of the Association as ordered and authorized by the Board. He/she shall keep regular accounts of the receipts and disbursements and furnish an itemized statement of the same at regular meetings of the Board and of the Members. The President or an Assistant Treasurer, if any, shall in the absence or incapacity of the Treasurer, perform the duties of that office.
The Treasurer shall make, sign, and endorse in the name of the Association, all checks, drafts, notes and other orders for the payment of money, and pay out and dispose of them under the direction of the President or the Board.
The Treasurer shall keep at the principal office of the Association accurate books of account of all of its business and transactions and shall at all reasonable hours exhibit books and accounts to any Director upon application at the office of the Association during business hours. The Treasurer shall render a report of the conditions of the finances of the Association at each regular meeting of the Board and at such other times as shall be required of the Treasurer and the Treasurer shall make a full financial report at the annual meeting of the Members.
The Treasurer shall further perform all duties as usually pertain to the office of Treasurer of the Association or as the Board may prescribe.
The Board shall determine whether a bond for the faithful performance of the duties of the Treasurer shall be required and the amount thereof and also whether an annual audit of the affairs of the Association shall be made by independent accountants.

Section 7 Other Officers.

Other officers of the Association, if any, shall perform those duties and have those powers which may be assigned to them by the Board.

Section 8 Vacancies.

All vacancies in any office shall be filled promptly by the Board, either at regular meetings or at a meeting specially called for that purpose.

Section 9 Compensation.

The officers of the Association shall not receive any salary or compensation as officers of the Association.

ARTICLE X > EXECUTIVE COMMITTEE

Section 1 Composition.

The Executive Committee shall consist of the President, the President-Elect, the Vice President, the Executive Secretary, the Secretary, the Treasurer, the chairpersons of each of the respective standing committees, and the past Presidents of the Association. The President shall serve as the chairperson of the Executive Committee.

Section 2 Powers of the Executive Committee.

The Executive Committee shall be vested with the power to make emergency decisions in the absence of a general meeting; provided, however, that the Executive Committee shall not have the power to take any action which requires Member approval under applicable law. The Executive Committee shall act by a majority vote of all members of the committee. Decisions by the Executive Committee shall be reported to the Board at the next meeting of the Directors. The discretion and power of the Executive Committee shall include, but not be limited to:
(a) formation of basic Association policies;
(b) determination of the type and scope of projects, programs and initiatives to be undertaken by the Association;
(c) determination of any and all agreements on behalf of the Association in connection with Association’s operations and purpose;
(d) supervision, direction and control of Association employees, if any;
(e) borrowing money for Association purposes;
(f) making such other decisions as are proper and necessary to conduct the Association’s operations.

ARTICLE XI > STANDING COMMITTEES

Section 1 General.

The Board, by resolution duly adopted by the Board, may designate standing committees, and may delegate to such committees any of the authority of the Board as is set forth in the resolution and as may be so delegated. Except as otherwise noted, members of each standing committee shall serve for terms of one (1) year and until their successors are appointed.

Section 2 Bylaws Committee.

There shall be a Bylaws Committee consisting of a chairperson and additional members. The chairperson shall be appointed by the Board, and the remaining members of the committee shall be appointed by the chairperson, with the approval of the Board. The Bylaws Committee shall consider and recommend to the Board of Directors such amendments to these bylaws, as are developed by the Bylaws Committee or submitted to it by Members, other standing committees, and/or the Component Societies.

Section 3 Scientific and Education Committee.

There shall be a Scientific and Education Committee consisting of a chairperson and additional members. The chairperson shall be appointed by the President, and the remaining members of the committee shall be appointed by the chairperson, with the approval of the President. The Scientific and Education Committee shall consider and advise upon post-graduate educational programs, all phases of medical education, and research activities in the field of the health sciences.

Section 4 Public Relations Committee.

There shall be a Public Relations Committee consisting of a chairperson and additional members. The chairperson shall be appointed by the President, and the remaining members of the committee shall be appointed by the chairperson with approval of the Board. The Public Relations Committee shall (i) promote the good public relations posture of the Association within the medical community and the public at large; (ii) produce timely publications of informational material for the Association and its Members; (iii) engage in other such activities as may enhance internal communication and foster productive extramural relationships of the Association.

Section 5 Auditing Committee.

There shall be an Auditing Committee consisting of three (3) members appointed by the Board. The Auditing Committee shall audit the Treasurer’s accounts at the close of the fiscal year and to report to the Board.

Section 6 Finance Committee.

There shall be a Finance Committee consisting of the Treasurer, as chairperson, and such other members as shall be appointed by the President. It shall be the duty of this committee to prepare a budget for the fiscal year beginning the first day of January, and to submit it to the Association at the annual meeting of the Members. The Finance Committee may, from time to time, submit a supplement to the budget for the current year to the Board.

Section 7 Membership Committee.

There shall be a Membership Committee consisting of a chairperson and additional members. The chairperson shall be appointed by the President, and the remaining members of the committee shall be appointed by the chairperson, with approval of the Board. The Membership Committee shall process and admit qualified physicians as Members of the Association.

Section 8 Convention Planning Committee.

There shall be a Convention Planning Committee consisting of a chairperson and additional members. The chairperson shall be appointed by the President, and the remaining members of the committee shall be appointed by the chairperson with approval of the Board. The committee shall collaborate with the Executive Committee to (i) plan professional and scientific conventions; (ii) select appropriate locations for such conventions; and (iii) otherwise attend to the

Section 9 Liaison Committee with National and Government Agencies.

There shall be a Liaison Committee with National and Government Agencies consisting of a chairperson and additional members. The chairperson shall be appointed by the Board, and the remaining members of the committee shall be appointed by the chairperson, with approval of the Board. The committee shall (i) gather pertinent information and promote the goals and aims of the Association; and (ii) promote and facilitate active participation and representation of the Association in various national health-related affairs and activities.

Section 10 Nominating Committee.

There shall be a Nominating Committee consisting of a chairperson and additional members. The chairperson shall be the immediate past President of the Association, and the remaining members of the committee shall be appointed by the chairperson. The Nominating Committee shall select and nominate Members for each elected office to be filled. No Member shall be nominated without his/her consent. Nominating committee will function in advisory capacity to the board of directors, and it will report to the board of directors.

Section 11 Scholarship Committee.

There shall be a Scholarship Committee consisting of a chairperson and additional members. The chairperson shall be appointed by the President, and the remaining members of the committee shall be appointed by the chairperson, with approval of the Board. The Scholarship Committee shall develop and facilitate one or more academic scholarships for the benefits of one or more medical students matriculated at accredited medical schools. The Scholarship Committee shall award all such scholarships to appropriate recipients solely on the basis of academic merit and financial needs. The committee shall (i) develop, facilitate and promote all necessary and appropriate fund raising activities in connection with such scholarships; (ii) develop selection and application process and procedures to determine appropriate candidates for such scholarships; (iii) select the recipients of such scholarships.

Section 12 Award Committee.

There shall be an Award Committee consisting of a chairperson and additional members. The chairperson shall be appointed by the Board , and the remaining members of the committee shall be appointed by the chairperson, with approval by the Board. The Award Committee shall develop awards and other honors to be conferred upon outstanding individuals, whose achievements, conducts, leadership, community service or other qualities exemplify the purposes and goals of the Association. The Award Committee shall (i) develop, facilitate and promote all necessary and appropriate fund raising activities in connection with such awards; (ii) develop selection criteria, processes and procedures to determine appropriate candidates for such awards; and (iii) select the recipients of all such awards.

ARTICLE XII > NEGOTIABLE INSTRUMENTS

All checks, drafts, bills of exchange, notes or other obligations or orders for the payment of money shall be signed in the name of the Association by such officer or officers, person or persons as the Board of the Association may from time to time designate by resolution.

ARTICLE XIII > PROHIBITION AGAINST SHARING IN ASSOCIATION EARNINGS

The Association is a nonprofit corporation organized and existing under the Corporations and Associations Code of the State of Maryland and is intended to be a qualified tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code. As such an exempt organization, no Member, Director, officer or employee of or member of a committee of or person connected with the Association, or any other private individual shall receive at any time any of the net earnings or pecuniary profit from the operations of the Association, provided that this shall not prevent the payment to any such person such reasonable compensation for services rendered to or for the Association in effecting any of its purposes as shall be fixed by the Board; and, except as expressly provided under Corporation and Association Code of the State of Maryland, no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Association.

ARTICLE XIV > EXEMPT ACTIVITIES

Notwithstanding any other provision of these bylaws, no Member, Director, officer, employee or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(6) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they may exist or as they may hereafter be amended.

ARTICLE XV > AMENDMENTS

These bylaws may be amended, added to or altered or repealed or new bylaws may be adopted at any meeting of the Members or of the Board by a vote of at least a majority of all the Members or a majority of all the Directors, as the case may be; provided that notice of the proposed action to be considered and acted upon and stating the nature thereof, is inserted in the notice or waiver of notice of said meeting.

ARTICLE XVI > INDEMNITY

Section 1 Right of Indemnification.

To the extent and in the manner permitted by law, as such law now exists or may hereafter be adopted or amended, (a) the Association shall indemnify any person made a party to an action or proceeding by or in the right of the Association to procure a judgment in its favor, by reason of the fact that he/she, his/her testator or intestate, is or was a director, officer or employee of the Association, against the reasonable expenses, including attorneys’ fees, actually and necessarily incurred by him/her in connection with the defense of such action, or in connection with an appeal therein, except in relation to matters as to which such person is adjudged to have breached his/her duty to the Association, and (b) the Association shall indemnify any person made, or threatened to be made, a party to an action or proceeding other than one by or in the right of the Association to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, any director, officer or employee of the Association served in any capacity at the request of the Association, by reason of the fact that he/she, his/her testator or intestate was a director, officer or employee of the Association, or served such other corporation in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such person acted in good faith, for a purpose which he/she reasonably believed to be in the interests of the Association and, in criminal action or proceedings, in addition had no reasonable cause to believe that his/her conduct was unlawful.

Section 2 Advancement of Expenses.

Expenses incurred by a Director, officer or employee in connection with any action or proceeding as to which indemnification may be given under Section 1 of this Article XVI may be paid by the Association in advance of the final disposition of such action or proceeding upon (a) the receipt of an undertaking by or on behalf of such Director, officer or employee to repay such advancement in case such Director, officer or employee is ultimately found not to be entitled to indemnification as authorized by this Article XVI, and (b) approval by the Board acting by a quorum consisting of Directors who are not parties to such action or proceeding, or, if such quorum is not obtainable, then approval by the Members. To the extent permitted by law, the Board or, if applicable, the Members, shall not be required to find that the Director, officer or employee has met the applicable standard of conduct provided by law for indemnification in connection with such action or proceeding before the Association makes any advance payment of expenses hereunder.

Section 3 Availability and Interpretation.

To the extent permitted under applicable law, the rights of indemnification and to the advancement of expenses provided in this Article XVI (a) shall be available with respect to events occurring prior to the adoption of this Article XVI, (b) shall continue to exist after any rescission or restrictive amendment of this Article XVI with respect to events occurring prior to such rescission or amendment, (c) shall be interpreted on the basis of applicable law in effect at the time of the occurrence of the event or events giving rise to the action or proceeding or, at the sole discretion of the Director, officer or employee (or, if applicable, at the sole discretion of the testator or intestate of such Director, officer or employee seeking such rights), on the basis of applicable law in effect at the time such rights are claimed, and (d) shall be in the nature of contract rights that may be enforced in any court of competent jurisdiction as if the Association and the Director, officer or employee for whom such rights are sought were parties to a separate written agreement.

Section 4 Other Rights.

The rights of indemnification and to the advancement of expenses provided in this Article XVI shall not be deemed exclusive of any other rights to which any Director, officer or employee of the Association or other person may now or hereafter be otherwise entitled, whether contained in the Association’s Certificate of Incorporation, these bylaws, a resolution of the Members, a resolution of the Board, or an agreement providing for such indemnification, the creation of such other rights being hereby expressly authorized. Without limiting the generality of the foregoing, the rights of indemnification and to the advancement of expenses provided in this Article XVI shall not be deemed exclusive of any rights, pursuant to statute or otherwise, of any Director, officer or employee of the Association or other person in any action or proceeding to have assessed or allowed in his or her favor, against the Association or otherwise, his or her costs and expenses incurred therein or in connection therewith or any part thereof.

Section 5 Severability.

If this Article XVI or any part hereof shall be held unenforceable in any respect by a court of competent jurisdiction, it shall be deemed modified to the minimum extent necessary to make it enforceable, and the remainder of this Article XVI shall remain fully enforceable. Any payments made pursuant to this Article XVI shall be made only out of funds legally available therefore.

ARTICLE XVII > FINANCE

Section 1 Association Funds.

The funds of the Association shall be deposited in its name with such banks, trust companies or other depositories as the Board may from time to time designate. All bills payables, checks, notes, drafts and other negotiable instruments of the Association shall be signed by such officer or officers, agent or agents, employee or employees as the Board from time to time may designate. No officer, agent, employee or independent contractor of the Association, alone or with others, shall have the power to make any bills payable, checks, notes, drafts or other negotiable instrument, or endorse the same in the name of the Association, or contract or cause to be contracted any debt or liability in the name of the Association or otherwise bind the Association thereby, except as provided in these bylaws. Any payment of more than $5,000 by the Executive Team, such as the President, has to be cosigned by another Board Member. Any payment of more than $5,000 by the Executive Team, such as the President, has to be cosigned by another Board Member.”

Section 2 Fiscal Year.

The fiscal year of the Association shall be the calendar year unless otherwise provided by the Board.

Section 3 Loans to Members, Directors and Officers.

The Association may make loans to the Members, Directors or officers, or to any corporation, firm, association or other entity in which one or more of the Members, Directors or officers are directors or officers or hold a financial interest, in any case where the Board determines that the making of such loan will be in furtherance of the Association’s purpose.

Section 4 Gifts.

The Board, the Executive Committee or any authorized officer, employee or agent of the Association may accept on behalf of the Association any contribution, gift, bequest or devise for any general or special purpose or purposes of the Association.

Section 5 Voting of Securities Held by the Association.

Stocks or other securities owned by the Association may be voted in person or by proxy as the Board or the Executive Committee shall specify. In the absence of any direction by the Board or Executive Committee, such stocks or securities shall be voted by the President as he or she shall determine.

Section 6 Income from Corporate Activities.

All income from activities of the Association shall be applied to the maintenance, expansion or operation of the lawful activities of the Association.

Section 7 Annual Dues and Assessments.

The Board, at its annual meeting, shall determine the amount of annual dues and assessments due from each active Member and each Component Society. The Board may impose an assessment which shall be paid with, and at the same time as, dues from all active Members.

(Rev 03/31/2015)