BYLAWS
- OUR RULES, OUR RESPONSIBILITY
BYLAWS
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Dr. George Taylor
NEUROLOGY SPECIALIST
Dr. Jenny Smith
HEART SPECIALIST
Dr. Alexis South
DENTAL SPECIALIST
Be a part of our growing medical community
ARTICLE I – NAME
The name of the Association shall be:
Mysore Medical College Graduates Association of North America
ARTICLE II – LOCATION AND PURPOSES
Section 1. Headquarters
The Headquarters of the Association shall be located at a place designated by the President.
Section 2. Purposes of the Association
The Association shall:
Operate exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1954, or corresponding provisions of any future United States Internal Revenue law.
Present educational and scientific programs to physicians and members of the public interested in such teachings.
Stimulate medical research.
Establish scholarship funds for needy medical students.
Coordinate educational and research exchanges with Mysore Medical College, its alumni, and students.
Ensure the name of the organization is not used in connection with any commercial concern, partisan interest, or purpose not related to its objectives.
Refrain from participating or intervening in political campaigns or influencing legislation beyond an insubstantial part of its activities.
ARTICLE III – MEMBERSHIP
Section 1. Eligibility
There shall be four classes of membership:
- Active
- Associate
- Life
- Emeritus
Only Active Members are entitled to vote in the affairs of the Association.
Active Members:
Graduates of Mysore Medical College holding a valid license to practice medicine in countries outside of India.
Associate Members:
Residents/Fellows of Mysore Medical College in approved training programs outside of India. Associates may be associate members for a period of one year after completion of their training program.
Emeritus Members:
Emeritus membership may be conferred by the Board of Directors on Active Members who have attained the age of 65 years or retired from active
practice upon the member’s written request.
Life Members:
Life members shall be Active Members who during the first two years after incorporation of this organization pays a one time fee of $500.
Section 2. Application for Membership
Application for membership shall be in writing in such form as the Board of Directors shall prescribe. Each such application shall be submitted to the Secretary. An applicant shall become a member when his or her application has been approved by a two thirds (2/3rds) majority vote of the Board of Directors and when he or she has paid the dues prescribed by the Board of Directors.
Section 3. Fees and Dues
The dues amount and date for payment shall be set by the Board of Directors. Any changes in the dues structure shall be determined by the Board of Directors. There shall be no dues for Emeritus Members and Life Members.
Section 4. Resignation
Any member may withdraw from membership by submitting to the Secretary their written resignation. There will be no dues refunded.
Section 5. Suspension
A member will be suspended from the Association if the dues are not received by the Association within thirty (30) days from the date they are due.
A member who is under suspension shall not be considered a member of the Association, may not serve in any of its offices, as a director or on any other committees. A suspended member has no voting rights.
Section 6. Expulsion
Members may be expelled for having his or her license to practice medicine suspended or revoked. The procedure for such action shall be in accordance with ORS 65.167.
ARTICLE IV – OFFICERS
Section 1. Executive Officers
The Executive Officers of the corporation shall be: a President, a Vice President/President-Elect, a Secretary and Treasurer.
Section 2. Elections
The Executive Officers of the corporation shall be: a President, a Vice President/President-Elect, a Secretary and Treasurer.
Section 3. Officers' Duties
- President:
The President shall have general charge of the affairs of the Association subject to the direction of the Board of Directors; shall preside at all meetings of the members and the Board of Directors at which he or she is present; shall appoint special committees or task forces; shall coordinate the work of the officers and the committees; and shall perform the usual duties incident to this office. - Vice President/President-Elect:
The Vice President/President-Elect shall exercise the powers of the President during that officer’s absence or inability to act; and shall have other duties as the Board of Directors or the President may assign. - Secretary:
The Secretary shall keep minutes of the meetings of the Board of Directors; shall be custodian of the records of the Association; shall issue notices as required by these Bylaws; shall prepare and file all forms required by the State of Oregon for associations of this type; and shall keep a complete list of all members. - Treasurer:
The Treasurer shall be responsible for all funds of the Association, shall attend to all disbursements; shall have charge of the funds of the Association with one other signature, preferably the President subject to the direction of the Board of Directors; and shall keep and maintain appropriate records of all receipts and disbursements. Whenever requested by the President or the Board of Directors, shall render a statement of his accounts; and shall give such bond for the faithful discharge of his or her duties in such form as the Board of Directors may require. The Treasurer shall prepare and file all forms required by the IRS or State Department of Revenue.
Section 4. Resignation
An officer may resign at any time, and such resignation shall take effect at the time specified in the resignation, or, if no time is specified therein, at the
time of its receipt by the President or Secretary. Acceptance shall not be necessary to make a resignation effective unless the resignation expressly so states.
Section 5. Removal
Any officer may be removed by the persons authorized to elect him or her, whenever, in their judgment, the best interest of the Association will be served thereby. An officer will automatically be removed if he or she is suspended, or expelled.
Section 6. Vacancies
If any of the offices of the corporation shall become vacant for any reason, the office may be filled by a special election held for that purpose or may be
filled by the Board of Directors should the unexpired term by less than six months.
ARTICLE V – MEETINGS OF MEMBERS
Section 1. Regular Meetings:
Regular membership meetings may be held at a regular time, place and day to be determined by the Board of Directors.
Notice of such regular meetings need only be given
(a) Once a year at the beginning of each fiscal year,
(b) When the time, place or day changes, or
(c) When a new member is admitted, but only to that new member.
The purpose of such regular meetings will be to conduct such business as should come before the members. No purpose need be stated prior to each meeting except as provided by ORS 65.214 (3) (b), and as it may be amended.
Section 2. Annual Meeting:
The purpose of the annual meeting of Members is to elect Directors, if needed, and to transact such other matters, if any, as may properly come
before the Members. The annual meeting of the Members shall be held on the last regular meeting of each year, or at such other time and place designated by the Board of Directors. The annual meeting of Members for any year shall be held no later than thirteen (13) months after the last annual meeting of Members. However, failure to hold an annual meeting timely shall in no way affect the terms of Officers or Directors or the validity of actions of the corporation.
Section 3. Special Meeting:
Special meetings of Members may be called by the President, by a majority of the Board of Directors then in office, or by five percent of the members
entitled to vote. The purpose of each special meeting shall be stated in the notice and may only include purposes which are lawful and proper for Members to consider.
Section 4. Place of Meeting:
The Board of Directors shall designate any place, either within or without the State of Oregon, as the place of meeting for any meeting of Members.
Section 5. Notice of Meeting:
Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or by first-class mail not less than seven days nor more than sixty (60) days before the date of the meeting. If the notice is mailed at least thirty (30) days before the date of the meeting, it may be done by a class of United States Mail other than first class. Notice shall be given by or at the direction of the President or the Secretary or the persons calling the meeting to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail addressed to the Member at his or her address as it appears on the records of the corporation with postage thereon prepaid. It is sufficient notice of any regular meeting of members that the notice be given as stated in Section 1 above.
Section 6. Waiver of Notice:
A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a
Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 7. Action Without a Meeting:
Any action of the Members may be taken without a meeting, without prior notice, and without a vote, if consent in writing setting forth the act so taken is signed by all of Members entitled to vote.
Section 8. Action by Written Ballot:
At the direction of the Board of Directors any action by the members may be taken by written ballot, without a meeting, if the corporation delivers a written ballot to each member entitled to vote. The ballot shall (a) set forth the proposed action and (b) proved a place to vote for or against the proposal. A statement shall be enclosed with the ballot which shall state (a) the number of responses necessary to meet quorum requirements, (b) the percentage of affirmative votes to approve each matter, and (c) a reasonable time by which the ballot must be received by the corporation in order to be counted.
Section 9. Member Quorum and Voting:
Unless otherwise required, those Members present shall constitute a quorum at a meeting of Members. If a quorum is present, unless otherwise provided by law the affirmative vote of a majority of the Members at the meeting entitled to vote and voting on the subject matter shall be the act of the Members.
Section 10. Votes and Proxies:
Each Active Member shall be entitled to an equal vote on each matter submitted to a vote at a meeting of Members. No proxies are allowed.
Section 11. Conduct of Meetings:
Meetings of the members shall be presided over by the President; or if he/ she is not present, by the Vice President/President-Elect; or if neither is present, by a chairman chosen by the meeting. The Secretary, or in his/her absence, a person chosen by the meeting, shall act as Secretary of the meeting. When not in conflict with these Bylaws, Robert’s Rules of Order shall govern all deliberations.
ARTICLE 6 - DIRECTORS
Section 1. Number, Powers, Term, and Quorum:
The affairs and business of the corporation shall be managed by its Board of Directors, of no less than four and no more than nine members.
The Board of Directors shall consist of the President, Vice President/President- Elect, Secretary, Treasurer, and zero to five members at large. The directors at large shall serve for a period of one or two years. The size and length of the term for the directors at large shall be determined by the Board of Directors. The one and two year positions shall be as equal as possible. All past presidents of the corporation are designated as honorary directors, they may enter into the discussions but they have no vote. A one third (1/3rd) majority of the directors then in office shall constitute a quorum at any directors’ meeting. The vote of a majority of the directors present at a duly called meeting shall be the act of the Board, unless a greater vote is required by law or by these Bylaws.
A director shall cease to be a director if he or she is under suspension or expelled.
Section 2. Resignation:
A Director may resign at any time, and such resignation shall take effect at the time specified in the resignation, or, if no time is specified therein, at the time of its receipt by the President or the Secretary. Acceptance shall not be necessary to make a resignation effective unless the resignation expressly so states.
Section 3. Vacancies:
Any vacancy occurring on the Board of Directors may be filled by a special election held for that purpose or may be filled by the Board of Directors should the unexpired term be less than six months. The nominating committee shall nominate an active member to fill the vacancy prior to the election.
Section 4. Annual Meetings:
The Board of Directors shall hold its annual meeting at the same time as the annual meeting of Members. Notice of the annual meeting of the Board of Directors need not be given.
Section 5. Regular Meetings:
Regular meetings of the Board of Directors may be held at such time and at such place as shall be determined by the Board of Directors.
Section 6. Special Meetings:
Special meetings of the Board of Directors may be called by any Director. The person or persons authorized to call special meetings of the Board of
Directors may fix a reasonable time and place for holding them.
Section 7. Telephone Meetings:
Directors may participate in meetings of the Board of Directors by means of a conference telephone or similar communications equipment by which all persons participating can hear each other at the same time, and participation by such means shall constitute presence in person at such a meeting.
Section 8. Action without Meeting:
Any action of the Board of Directors may be taken without a meeting if consent in writing setting forth the action so taken signed by all of the Directors is filed in the minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote.
Section 9. Notice and Waiver:
Notice of any regular meeting shall be given to each Director at least five (5) days prior thereto by written notice delivered personally, by mail or by
telegram to each Director. Notice of any regular meeting may also be given to the Directors at the prior regular meeting of the Directors. If notice has been given to a director of a regular meeting and there is no change in the time, place or day no other notice need be given if there is no change in the time, place or day of the meeting. Notice of any special meeting of the Board of Directors shall be given by mail, telegram or telephone to each Director at least three (3) days prior to the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting, either before, at, or after such meeting by signing a written waiver of notice.
The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.
Section 10. Removal:
Any Director may be removed from office, with or without cause, by vote of a majority of the Board of Directors present at a duly-called meeting. The vacancy shall be filled in accordance with the provisions in these Bylaws for vacancies.
k. Presumption of Assent. A Director who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting and such is entered in the minutes or the director delivers a written notice of dissent or abstention to the presiding officer before the meeting is adjourned or to the corporation immediately (within 24 hours) after the action.
Section 11. Presumption of Assent:
A Director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against such action or abstains from voting and such is entered in the minutes or the director delivers a written notice of dissent or abstention to the presiding officer before the meeting is adjourned or to the corporation immediately (within 24 hours) after the action.
ARTICLE 7 - COMMITTEES
Section 1. General:
The Association shall have committees on such other subjects as the Board of Directors may provide for; each to be composed of not less than three active members to be appointed by the President. There shall also be a Nominating Committee, who shall be the immediate past president and two other active members appointed by the immediate past president.
Section 2. Nominating Committee:
The Nominating Committee shall recommend active members who are willing to serve as officers and directors of the Association to fill vacancies in the numbers of Directors and for election as set forth in these Bylaws. The Nominating Committee shall have a list of those active members that it nominates for each office, if possible, at least one month prior to the election.
ARTICLE 8 - NONPROFIT OPERATION
The Association will not have or issue shares of stock. No dividends will be paid.
No part of the income or assets of the Association will be distributed to its Members, Directors or Officers without full consideration. No member of the Association has any vested right, interest or privilege in or to the assets, property, functions or activities of the Association. The Association may contract in due course with its Members, Directors and Officers without violating this provision. No loan shall be made by the Association to any of its Members, Directors or Officers.
ARTICLE 9 - INDEMNIFICATION
The Association shall indemnify each officer and Director, including former Officers and Directors, to the full extent permitted by the Oregon Non-Profit Corporation Law.
ARTICLE 10 - FISCAL YEAR
The fiscal year of the corporation shall be the period from the first day of January to the last day of December.
ARTICLE 11 - AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by, the Board of Directors at any meeting; provided however, that notice of the proposed action shall have been given to the Directors.
ARTICLE 12 - CODE OF ETHICS
The ethical conduct of the members of this Association shall be governed by the Principles of Medical Ethics of the American Medical Association.
ADOPTED by the Board of Directors by Consent in Lieu of Organizational Meeting.
May, 1991.
___________________
Secretary