Section 1 The name of the organization is Aiimsonians of America, Inc.
Section 2 The location of the principal office of the Corporation shall be at 190 Hartman Road, Newton, in the state of Massachusetts.
The said organization is created exclusively for charitable, educational and scientific purposes, in a non-profit status and in as much it qualifies as an exempt organization under section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).
To enable its Members to maintain contact with their parent institution, The All India Institute of Medical Sciences, New Delhi, India, and one another.
To establish funds, awards, scholarships, fellowships, and memorial lectures.
To foster scientific exchange between its Members both in the United States and other countries including India.
To accept grants of money, securities and property of any kind on such legal terms as may seem expedient.
To issue appeals for funds in furtherance of the objectives of the organization and to undertake any endowments, trusts, funds or donations not inconsistent with said objectives.
Full Members. Full Members of the organization shall be individuals who received their undergraduate (MBBS) or Postgraduate Degrees (M.D., M.S., MCH, D.M., MSc, Ph.D., etc.) from the All India Institute of Medical Sciences (AIIMS) New Delhi, India. Membership for Full Members shall be for a period of one calendar year and shall continue from year to year provided the Member pays the annual membership fee.
Life Members. Any Full Member of the organization may, by payment of the prescribed subscription and with the approval of the Board of Directors, become a Life Member. The Life Members will be exempt from paying the annual dues.
Honorary Members. Any past or present member of the faculty of the All India Institute of Medical Sciences, New Delhi, India may become Honorary Member of the organization upon approval of the Board of Directors.
Auxiliary Members. Spouses of Full, Life, and Honorary Members who are not eligible to be Members themselves will constitute Auxiliary Members.
TERMS OF MEMBERSHIP: Membership for Full Members shall be for a period of one calendar year and shall continue from year to year so long as the Member continues to pay the yearly membership dues to the said organization (or any successor organization that is exempt from federal income tax under Section 501(C)(3) of the Internal Revenue Code of 1954).
VOTING RIGHTS. Only Full and Life Members shall have voting rights.
LIMITATIONS. The Member shall be in good standing for continued membership in the organization.
- The General Body of the organization shall consist of all members in good standing.
- There shall be at least one annual meeting of the General Body.
- This meeting shall provide a forum for the exchange of information, discussion of policies, consideration of amendments to this constitution and for the transaction of all other proper business.
- The business shall be conducted according to Robert’s Rules.
- Only Full Members and Life Members shall hold positions on the Board of Directors or the offices of the organization.
- Members of the General Body may suggest and offer the venue for the forthcoming annual meeting. The formal decision will be made by the Executive Committee.
- Elections for the Board of Directors and officers of this organization shall be held every year at the annual General Body meeting.
- Voting shall be limited to Members, each having one vote on all matters placed before the General Body.
- Elections shall be conducted by the Inspectors of the elections, appointed by the Board of Directors.
- A plurality of votes cast shall be sufficient for election.
- If there are only two candidates and the election ends in a tie, it shall be decided by the toss of a coin.
The Governance of the organization shall be by the Executive Committee and by the Board of Directors
Section 1 NUMBER
- There shall be four offices:
- Vice President
- Candidates for the offices preferably from the same geographic location shall be placed in nomination by the Nominating Committee and elected by the Members.
- Nomination for any office may be made from the floor.
Section 2 TERMS
- The President and Vice President shall be elected for a two-year term. Members wishing for re-election for the same office shall wait two years before being reconsidered for the same office.
- The Secretary and the Treasurer shall be elected for a minimum of two years and may be re-elected without any term limitations.
Section 3 DUTIES
- The President shall be the Chief Executive Officer of the organization and shall preside at all meetings of the Members and the Board of Directors and shall have such other powers and perform such other duties as may be prescribed in the Bylaws and/or assigned to him by the Board of Directors.
- The President shall preside at the Annual Meeting of the General Body.
- He/she shall appoint members to the Standing Committee and to such other committees as deemed necessary.
- The President shall be a Member of all Standing Committees and shall be an ex officio member of the Nominating and Bylaws Committees.
- The Vice President shall assist the President as requested and in the event the latter is absent or incapable of serving, the Vice President shall assume the duties of the President for the remainder of the term.
- The Vice President shall be an ex officio Member of all committees.
- The Secretary shall have custody of all records, books, documents and papers as the officers and Board of Directors may determine.
- He/she shall be the recording officer at all meetings of the organization and the Board of Directors.
- The Secretary shall send each member like notice of the time and place of the Annual Meeting of the said organization along with the planned agenda of the meeting at least seven days before the same.
- The Secretary shall send notices to members of the time and place of any special meeting of the organization at least seven days before the same.
- Under supervision of the Executive Committee, the Treasurer shall supervise the financial affairs of the organization.
- He/she shall make proper record of all moneys received by the organization, from all sources, and keep proper vouchers indicating the amount and nature of all expenditures.
- The moneys of the organization shall be deposited in the name of the organization and all payments shall be made in its name.
- Checks exceeding an amount to be determined by the Board shall be countersigned by the President or the Secretary.
- He/she shall present the annual financial report at the General Body meeting of the organization.
- Transfer of all accounts of the organization to the next Treasurer shall be within thirty days of assumption of the office by the new Treasurer.
- He/she shall file all income tax returns with the IRS for the year in which the office was held.
Section 1 NUMBER
- The Board of Directors shall consist of six Members elected from the Membership by the General Body at the annual meeting. The President of the Corporation shall constitute a Seventh Member of the Board of Directors.
- Candidates for the Directorship shall be placed in nomination by a Nominating Committee or may be made from the floor.
- Representation for Directorship shall take into account the class year and the geographic location within the United States of America.
- The immediate past President shall be an ex officio, non-voting Member of the Board.
Section 2 TERM
- The term of the office shall be for a period of three years.
- Two new Directors shall be elected at each Annual Meeting with the exception that at the first Annual Meeting under this provision, two Board Members shall be elected for one year, two Board Members shall be elected for two years and two Board Members shall be elected for three years. Thereafter, two new Board Members shall be elected each year to serve a three year term to replace the retiring Members.
- Any Board Member may be re-elected for one more term for an additional three years after being re-nominated by the Nominating Committee or the floor of the General Body and approved by the General Body.
Section 3 DUTIES
- The Board shall be responsible for the long-range planning and legal matters of the organization.
- The Directors shall have all the usual powers of the directors of a business corporation and shall be responsible for the immediate governance, future planning and directions of the organization.
- The Directors shall make all the rules and regulations which they deem necessary or proper for the governance of the organization and for the due and orderly conduct of its affairs except for the Constitution and Bylaws.
- The Board shall have the ultimate authority of ensuring the fiscal welfare and financial stability of the organization.
- The Board shall act as the Trustee of the Life Membership Fund and may authorize to spend the interest income and may authorize to borrow up to 5% of total funds upon approval of 1/3 of the Board of Directors in a given year.
- The Board shall meet immediately before the Annual Meeting of the organization at a time and place designated by the President.
- A Secretary shall be elected for the Board from among its Members for a term of one year but limited to a maximum of three years. He or she shall prepare the agenda for the Board Meeting after consultation with the President, and the minutes of the meeting will be recorded and the records placed with the Secretary of the organization.
- The Board shall elect a Chairman from among its Members for a term of one year, but limited to a maximum of three years. He/she shall be overall in charge of the functions of the Board.
Section 1 STANDING COMMITTEE
The Standing Committee of the organization shall be:
- Nominating Committee
- Committee on Constitution and Bylaws
- Program and Annual Convention Committee
- Publication Committee
- Ad-hoc Committee as deemed necessary by the President
Section 2 NOMINATING COMMITTEE
- The Nominating Committee shall consist of the immediate past President and two Full Members to be elected by the General Body.
- The Nominating Committee shall place names of the Full Members to be considered for the officers, the Board, or any vacancies created at the next General Body Meeting.
- The Nominating Committee shall receive resumes of the prospective candidates for the “AIIMSONIANS of AMERICA Distinguished Alumnus Award” and present them to the Executive Committee for selection of candidate/candidates for the next year.
Section 3 COMMITTEE ON CONSTITUTION AND BYLAWS
- The Committee on Constitution and Bylaws shall be appointed by the Board consisting of a chairperson and at least three Full or Life Members.
- The purpose of the Committee shall be to review the Bylaws and work in cooperation with the Secretary of the Executive Committee and suggest changes to the Board for review and present them to the General Body for approval.
Section 4 PROGRAM AND ANNUAL CONVENTION COMMITTEE.
- The Program Committee for the annual meeting shall be appointed by the Executive Committee.
- The Program Committee then shall be responsible for the local arrangements of the annual meeting and for continued medical education programs.
- All of the proceeds for the annual meeting shall be forwarded to the Treasurer of the organization.
- The Treasurer shall advance a certain amount of money, to be approved by the President, to the Chairperson of the local arrangement committee.
- The balance of payment shall be paid by the Treasurer to the Chairperson of the local arrangement committee at the conclusion of the annual meeting.
Section 5 PUBLICATIONS COMMITTEE
- The Publication Committee shall be appointed by the Executive Committee consisting of the Chairperson and at least two Co-editors.
- The purpose of the Publication Committee shall be the publication of the newsletter of the Aiimsonians. This shall include announcements, activities and achievements of its Members.
Section 6 AD-HOC COMMITTEE.
The Executive Committee may appoint any such Ad-hoc Committee as deemed necessary for the functioning of the organization.
Section 1 CORPORATION
- The annual meeting of the organization shall be held on the second weekend of August each year.
- The Board of Directors may provide for the calling of the special meeting of the corporation at any time and will determine the times and places of all meetings.
- At least 20% of the Full Members shall constitute a quorum for the transaction of business at any meeting of the organization and less than a quorum may adjourn or dissolve the meeting.
- Vote by proxy shall be signed by such Full Members and filed with the Secretary not more than one month prior to the meeting.
Section 2 BOARD AND EXECUTIVE COMMITTEES
- The Executive Committee shall meet not less than three times in each year either physically present or by telephone conference call.
- The Directors shall meet at least once each year and other business may be transacted through telephone conference call or facsimile.
- Four (4) members of the Board of Directors shall constitute a quorum for the transaction of the business at any meeting of the Directors, and less than a quorum may adjourn or dissolve the meeting.
- An affirmative vote of a majority of the Directors present at any meeting at which a quorum is present shall be sufficient to transact any business which may properly come before them.
- Unless otherwise restricted by the Bylaws or the Articles of Organization, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent thereto is signed by all of the Members of the Board and such written consent is filed with the minutes of proceedings of the Board.
Section 3 STANDING AND SPECIAL COMMITTEES:
The Chairperson of each Standing or Special Committee shall meet or communicate via telephone or fax at least once in a year or more often as necessary to fulfill the obligations and duties assigned to the said committee.
- The fiscal year shall end each year on the 31st day of March.
- The accounts of the organization shall be audited at the end of each fiscal year by a certified public accountant appointed by the Executive Committee.
- The Corporation may, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501(C)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees, and other agents of another organization or who serve at its request in a capacity with respect to any employee benefit plan to whatever extent shall be specified in or authorized by:
- the Articles of Organization or
- the Bylaws or
- vote adopted by a majority of the Members entitled to vote on the election of Directors.
- Except as the Articles of Organization or Bylaws otherwise require, indemnification of any persons referred to in the preceding sentence who are not Directors of the Corporation may be provided by it to the extent authorized by the Directors.
- Such indemnification may include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this provision, which undertaking may be accepted without reference to the financial ability of such person to make repayment.
- Any such indemnification may be provided although the person to be indemnified is no longer an officer, director, employee or agent of the Corporation or of such other organization or no longer serves with respect to any such employee benefit plan.
- No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.
- The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Employee or other Agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, Employee or other Agent of another organization, or with respect to any employee benefit plan, against any liability incurred by him to any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability.
- No Officer or Director of this Corporation shall be personally liable to this Corporation or its Members for monetary damages for breach of fiduciary duty as an officer or director notwithstanding any provision of law imposing such liability; provided, however, that this provision of the Articles shall in no way eliminate or limit the liability of an
Officer or Director
- for any breach of the Officer’s or Director’s duty of loyalty to the Corporation or to its Members,
- for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or
- for any transaction from which the officer or director derived an improper personal benefit.
- No provision hereof shall be interpreted in such a manner that may adversely affect the qualifications of this
Corporation as a 501(C)(3) entity pursuant to the Internal Revenue Code of 1954
The Seal of the Corporation shall be such as the Directors shall provide and the vote of the Directors establishing the same shall be recorded with the record of the Corporation.
- Bylaws may be amended at any annual meeting or at any special meeting after sending notice of proposed changes at least one month prior to such meeting.
- The proposed changes may be:
- sent to the President/Executive Committee for consideration and discussion and to be presented by the Chairman of the Constitution and Bylaws Committee at the subsequent General Body Meeting, or
- it may be introduced at any General Body Meeting with at least ten signatures of voting Members.
- The Bylaws may be amended by a 1/3 majority of Members present at the General Body Meeting.
- To dissolve the organization, a revolution in writing, asking for such dissolution shall be adopted by the Board of Directors.
- The Board of Directors shall then call a special meeting of the General Body for the purpose of considering and acting upon such resolution. If at such a meeting, Members representing a majority of the Members vote for dissolution, the Board of Directors shall take the necessary steps to wind up the affairs of the organization in accordance with statutory requirements existing at the date such action is taken.
- Upon the dissolution of the organization, the Board of Directors shall, after paying and making provision for all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such a manner, or to such an organization or organizations formed and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
- Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the County in which the principal office of the organization is then located, exclusively for such purposes as said Court shall determine.
- The disposition of the Life Membership dues shall be decided by the majority of the Members after presentation by the