BY-LAWS OF THE ARAB AMERICAN MEDICAL ASSOCIATION NEW JERSEY CHAPTER
A NEW JERSEY NON-PROFIT CORPORATION
ARTICLE I: NAME
The name of this organization is the ARAB AMERICAN MEDICAL ASSOCIATION, a non-profit corporation. This organization is a chapter of the National Arab American Medical Association. The corporation shall not carry on any other activities not permitted to carried on
A. by a corporation exempt from federal income tax under section 501 (c)(3) of the internal revenue code of 1954 (or the corresponding provision of any future United States internal revenue law) or
B. by the corporation contributions to which are deductible under section (c)(2) of the internal revenue code of 1954 (or the corresponding provision of any future United States internal revenue law.) The principal office for the transaction of the business of the Association will be at a place designated by the Board of Directors.
The word “MEDICAL” has an expanded meaning as defined in Article III, Section I.
A. To enhance the medical knowledge of the members of the Association, to contribute to the medical profession, and to support continuing medical.
B. To promote professional relations between members of the medical profession in the Unites States and the Arabic Middle East.
A. To encourage and coordinate efforts in the furnishing of medical aid to the poor and needy of Arabic heritage in the united states and the Arabic Middle East.
B. To provide scholarships to needy medical students of Arabic Heritage.
The word “MEDICAL,” as used throughout these By-Laws and as applicable to this Association, shall include licensed members holding the following degrees: Doctor of Medicine (M.D.), Doctor of Osteopath (D.O.), those holding equivalent degrees which allow them to practice medicine in North America, such as MB, BS or MB ChB (Bachelor of Medicine and Bachelor of Surgery), Dentist (D.D.S.), Podiatrist (DPM), Optometrist (O.D.), Chiropractor, Pharmacist (Pharm.D.), Doctors of Science (D.Sc.), and Doctors of Philosophy (Ph.D.) in medically related fields.
Section II – Types of Membership
Except in the category of honorary members, as hereinafter defined, to qualify for membership, an individual must be of Arabic descent or have a close affinity with individuals of Arabic origin. There shall be the following types of membership: Active, Associate and Honorary as herein defined.
Section III – Qualifications for Membership
A. Active Membership. Any practitioner in the medical professions as defined in ARTICLE III, Section I, who holds a degree from a recognized institute in good standing. An active member shall have the right to vote on all propositions submitted to the membership at large, the right to vote upon the elections of officers, and the privilege to attend all meetings of the Association, except as hereinafter provided.
B. Associate Membership. Any person who practices in a medical or an allied health field who is not otherwise eligible to hold Active Membership as prescribed under ARTICLE III, Section I, shall be eligible for Associate Membership. An associate member shall have the right to attend meetings of the Association and shall have the privileges of Active Membership excluding the right to vote and the right to hold office.
C.Honorary Membership. This category of membership is restricted to those persons who have shown a special interest in the Association. An Honorary member shall have the right to attend meetings of the Association and shall have all the privileges of Active membership excluding the right to vote and the right to hold office.
Section IV – Procedure for Admission to Active and Associated Membership
A. Application for admission to membership must be made on forms prescribed by the AAMA and shall be signed by the applicant and endorsed by two active members of this Association.
The applicant’s signature on such application shall constitute his or her acceptance of an intention to be bound by the Articles of Incorporation and the By-Laws of the Association.
B. Such application forms shall be filed with the Secretary/Treasurer. Each application for membership shall be referred to a Membership Committee who shall investigate the qualifications of the applicant. They shall report their recommendations to the Board of Directors.
C. Each application with the action taken by the Board of Directors shall be delivered to the Secretary/Treasurer who shall file it in the Archives of the Association.
D. If any applicant is rejected, all fees submitted by him/her with his/her application shall be refunded. Such a rejected applicant my re-apply once after the cause of his/her rejection is corrected.
E. This Association, acting through its Board of Directors, shall be the sole judge of the moral, ethical, and professional qualification requisite for admission to or the continuation of any kind of membership in this association.
F. The acceptance of all classes of membership to the association shall be favorable vote of the Board of Directors. This acceptance also provides membership into the National Arab American Medical Association.
Section V – Termination of Membership
A. Any member in good standing may resign by filling with the Secretary/Treasurer his/her written resignation which becomes effective when accepted by the Board of Directors.
B. A membership shall be automatically terminated by the Board of Directors if membership dues, initiation fees or assessments or any part thereof remain unpaid without proper justification after the expiration of the time of payment thereof prescribed pursuant to or by these By-Laws.
C. The board of Directors may recommend the expulsion of a member on the grounds of moral or professional misconduct by majority vote.
D. A member so terminated by the Board of Directors may appeal the decision or ask for a vote by the membership. If a two thirds majority of the entire membership approves, the terminated member shall be terminated.
Section VI – Reciprocity of Membership
A member in good standing of an approved Local Chapter of the National Arab American Medical Association may have reciprocity with any other approved Local Chapter. Active members need only pay dues to one approved Local Chapter in a fiscal year.
Section VII – Liabilities of Members
No member of the Association shall be personally liable to the creditors of the corporation for any liability of indebtedness, and any and all creditors shall look only to the assets of the corporation.
B. The Board of Directors shall hold a regular meeting in the fall of each year.
C. The annual spring meeting shall be held on the first Saturday of May.
D. Special meetings may be called by the President at any time, and shall be called by the president upon a written request of at least twenty percent of the members.
All calls shall state the purpose for which they are being called. They shall be filed with the Secretary/Treasurer in the office of the Association within 3 days of the filing of such call. The secretary/treasurer shall designate the date of the special meeting which shall be within ten days of the date filing.
Written notice shall be sent announcing the time and place of such special meetings, by who called, and the purpose stated in the call.
E. The presence in person of 25% of the voting members shall constitute a quorum for the transaction of business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum. There shall be no voting by proxy.
A. The term of the office is for one year or until their successor has been elected and takes office. The offices will be assumed on January first of the New Year.
B. Elections to all offices shall be by secret ballot.
C. Officers may succeed themselves in office for one more term only.
D. The President and Vice-President must (to qualify for these offices) have served at least one year as a committee member and have been continuously in good standing for at least three full years prior to nomination with all dues having been fully paid from the first of the year.
Section I – Duties of the President
A. The President shall reside at all of the meetings of the Association, and shall perform such other duties as these By-Laws and parliamentary usage require.
B. The President shall represent the Association at all official functions.
C. He shall chair and hold executive meetings of the officers and staff to establish and scientific, social and educational programs for the year, and for any other business that may come before the Board of Directors.
D. The President shall appoint chairmen to the standing Committees and to such other committees as deemed necessary. The President shall be an ex-officio member of all committees.
E. The President shall, in consultation with the Board of Directors designate delegates and alternatives to represent the Local Chapter at the Annual Board of Directors meetings of the National Arab American Medical Association. Delegates and alternates must be active members in good standing and must hold the degree of M.D. or the equivalent.
Section II – Duties of the Vice – President
A. The Vice – President shall assist the President in the discharge of his duties, and in his absence shall assume the duties of the President. In the event of the President’s death, disability, resignation or removal, the Vice-President shall succeed to the office of the unexpired term.
B. The Vice-President shall, in consultation, act as Program Chairman and be directly responsible for the social, scientific, and educational meetings of the Association.
Section III – Duties of the Secretary
A. The Secretary shall keep a membership file containing the names and addresses and other information, as may be considered essential by the Board of Directors, of each member of the chapter.
B. The Secretary shall be in charge of all correspondence of the chapter both incoming and outgoing.
C. The Secretary shall receive and review copies of all correspondence transmitted by persons or committees pursuant to their chapter duties.
D. It shall be the duty of the Secretary to inform the membership of the time and place of the annual meetings not less than four (4) weeks in advance.
E. The Secretary shall be a member of the Board with the power to vote.
F. The Secretary shall act as Chairperson of the Office Committee and shall be directly responsible for any office personal of the chapter. The secretary shall also make recommendations to the President of the chapter regarding their continued status of employment.
G. The Secretary shall attend all meetings of the chapter and the Board of Directors and shall keep minutes of their respective proceedings in separate record books.
Section IV – Duties of the Chief Financial Officer
A. The Chief Financial Officer shall be custodian of the funds of the chapter and keep account of the same. He or she shall demand and receive all funds due to the chapter and shall give proper receipt therefore. The Chief Financial Officer shall receive all bequests and donations made to the chapter and shall keep adequate record thereof, and make disposition of them as directed by the Board of Directors. The Chief Financial Officer shall deposit the funds of the chapter in such commercial or savings banks as shall be designated by the Board of Directors at depositories of the chapter, or make such other disposition of the funds as shall be ordered by the Board of Directors. The Chief Financial Officer shall pay out of the funds in his custody the expenses of the chapter as authorized by the Board of Directors.
B. The Chief Financial Officer shall submit his or her accounts to such examination as may be required by the Board of Directors. At least once a year, the books and accounts of the chapter shall be audited by a certified public accountant selected by the Board of Directors. The Chief Financial Officer shall render to the Board of Directors a written annual report of the status of funds of the chapter.
C. It shall be the duty of the Chief Financial Officer to render a financial report of the chapter, both written and oral, to the members at regular meetings. This shall be complete, including all income and expenses with resultant balance of monies on hand, both in the checking and the savings account.
D. The Chief Financial Officer shall prepare the following year’s budget for approval by the Board of Directors at the chapter’s annual meeting.
A. The Board of Directors shall have nine (9) regular members consisting of four (4) officers and four (4) elected Directors, and one (1) immediate past President.
B. The nominations and election of the four (4) Directors of the Board shall be conducted in the same manner as the selection of the Officers of this Association.
C. To qualify for election to the Board of Directors, a member must have been continuously in good standing for at least one (1) year prior to nomination with all dues having been fully paid from the first of the year and all assessments having been paid within the allotted time of payment of those assessments.
Section II – Term and Continuity of Board Membership
A. The term of office of a Board member shall be two (2) years except as hereinafter provided.
Section III – Powers of the Board of Directors
A. Subject in the provisions of the Articles of Incorporation, By-Laws and the hereinafter approval by the general membership, the Board of Directors shall have the power and authority to manage, control, use, invest, reinvest, lease, and make contracts in respect or concerning its business, convey in trust, sell or otherwise dispose of any or all property and assets of whatever kind of nature owned by the Association.
B. All transactions involving all long term indebtedness by the Association is subject to the approval of two-thirds majority of the general membership.
C. No transaction, resolution, or act involving expenditures of monies, credits, or property exceeding $400.00 shall be valid unless approved by the affirmative vote of a simple majority of the members of the Board. Every vote on all motions or resolutions shall be specifically recorded by the Secretary.
D. This Association shall keep at the principle office, or such other place as the Board of Directors may order, a book of minutes of all meetings of its directors and of its members with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present, and the proceedings thereof.
E. This Association shall keep and maintain adequate and correct accounts of its properties and transactions, including accounts of its assets, liabilities, receipts, and disbursements, gains, losses, capital and surplus.
F. The Board of Directors by majority vote shall approve/revoke new members into the Association.
G. May propose by resolution, repeal of, or adoption of By-Laws amendments. All such amendments are subject to an approval of the majority of the Board of Directors before submission to the membership at large.
H. “Upon dissolution of the corporation, the Board of Directors shall after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purpose of the corporation in such manner, or to such organization or organizations organized and operated exclusively for charities, educational, religious, or scientific purposes as shall at the time, qualify as an exempt organization under section 501(c)(3) of the Internal Revenue code of 1954 (or corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine.”
Section IV – Special Expenditure of Funds by the Board of Directors
A. The expenditures of funds from the Treasure or special assessed dues shall conform strictly to those objectives set forth in the Preamble and/or By-Laws
B. The approval of expenditures of the aforementioned funds shall be by the affirmative vote of at least two-thirds majority vote of the Board of Directors for expenditures over $5,000 in one project. Any expenditure of Association monies in an amount less than $5,000 shall be approved by a simple majority of the members of the association Board of Directors.
Section V – Annual Report to the Association
The Board of Directors through the Secretary of the Association shall make an annual report of the financial status of the Association at the annual meeting. This, in turn, shall be distributed to the general membership.
Section VI – Vacancies on the Board of Directors
The Board of Directors, by simple majority vote, shall elect an Active member of the Association, in good standing to fill the vacancy on the Board created by resignation, disqualification or death. The member so selected shall serve until the next annual election.
B. Each committee shall meet at times it deems appropriate during the year as requested by the president of the Association. All committees shall render their report at the annual meeting of the Association.
B. Annual dues shall be due on January first of the year for which they are levied, and must be paid on or before February 15 of such year.
C. If the dues or any part thereof, remain unpaid after February 15 of any year, a delinquent notice will be sent. After May1, the membership, with all rights and privileges shall be suspended for a period of one year. Said member may be reinstated for the following year to full and active membership by the payment of all delinquent dues and re-approval by the Board.
D. Any member whose dues and assessments are delinquent for a period of one year shall have his active membership terminated. He may re-apply for membership at any time providing all unpaid assessments prior to re-application are fully paid.
E. Annual dues for students and residents shall be set at 50% of the regular annual dues.
B. Any amendment or amendments or repeal of any article or articles, section or sections thereof, or any part thereof, may be proposed by resolution adopted by the Board of Directors.
C. After the adoration of any resolution by the Board of Directors providing for any such amendment or the repeal of section or sections or any part thereof or for the adoption of any new By-Law or By-Laws, the Board of Directors shall cause said proposed amendment or amendments or repeal of any section or sections or any part thereof or any new By-Law or By-Laws to be sent to each member. Said proposed amendment or repeal or new By-Law shall then be submitted by the Board of Directors to the members of the Association entitled to vote, either at the next annual meeting of the Association or any special meeting called for that purpose. If not less than two-thirds of those members who are entitled to cast ballots vote in favor of the adoption of any such amendment or amendments or new By-Laws shall thereupon be amended accordingly.
D. A petition signed by at least 20 percent of the active members of this Association providing for an amendment or amendments or repeal of any article or articles, section or sections or any part thereof, or for the adoption of any new By-Law or By- Laws upon presentation by the Board of Directors to the Active membership at large under the procedure set forth in Section C above.
E. The manners of adoption of any amendment, or repeal of these By-Laws or new By-Laws, are subject to provisions of the Corporation Code of the State of New Jersey.