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Indian Medical Association of
Southern California

CONSTITUTION AND BYLAWS
Revision approved and Adopted on November 2, 2005

A Non-Profit Mutual Benefit Corporation Organized Under The Laws Of California.

PREAMBLE
ARTICLE 1: NAME
ARTICLE 2: OBJECTIVES
ARTICLE 3: DURATION OF SERVICE & DATE
ARTICLE 4: RESTRICTIONS AND DISSOLUTION
ARTICLE 5: MEMBERSHIP
ARTICLE 6: ORGANIZATION OF THE CORPORATE BODY
  Section 6.1: Components of the Corporate Body  
  Section 6.2: General Body  
  Section 6.3: Governance of the IMASC  
            Section 6.3A: Governance of the IMASC: General  
            Section 6.3B: Governance of the IMASC: Financial  
   Section 6.4: Executive Committee  
  Section 6.5: Board of Trustees  
  Section 6.6: Impeachment  
ARTICLE 7: DUTIES OF THE OFFICERS
ARTICLE 8: GENERAL BODY MEETINGS AND AGENDA
ARTICLE 9: COMMITTEES
ARTICLE 10: DUES
ARTICLE 11: NOMINATIONS & ELECTIONS
ARTICLE 12: CORPORATE RECORDS
ARTICLE 13: AMENDMENT AND ADOPTION
ARTICLE 14: CORPORATE SEAL
ARTICLE 15: INDEMNIFICATION
ARTICLE 16: MISCELLANEOUS
APPENDICES


PREAMBLE
The purpose of the nonprofit organization Indian Medical Association of Southern California is to maintain the identity of physicians of Indian heritage residing in the United States of America and to provide a forum for the enhancement of scientific, educational, cultural, charitable and social interaction among its members.

ARTICLE 1 NAME
A. The name of the association shall be the INDIAN MEDICAL ASSOCIATION OF SOUTHERN CALIFORNIA, Inc. herein referred to as the IMASC.
B. It shall maintain its office in the place as designated by the Joint Executive Committee and the Board of Trustees.

ARTICLE 2 OBJECTIVES
A. To bring together individuals and organizations of physicians of Indian heritage practicing in the United States under one umbrella organization.
B. The Association is organized exclusively for scientific, educational, cultural and charitable purposes.
C. To assist medical students and physicians to obtain scientific training in the United States.
D. To conduct seminars and other educational programs to acquaint members of new scientific developments in the field of human medicine.
E. To support and foster the availability of medical assistance to indigent people in the United States.
F. To make contributions to organizations that qualify as exempt organizations under Section 501(c) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.
G. To provide mutual understanding and cooperation between this association and other medical societies in the United States and India.
H. To maintain a directory of physicians of Indian origin.
I. To provide other member services as needed.

ARTICLE 3 DURATION OF SERVICE & DATE
The terms of members of the Executive Committee shall begin on December 1st of the year of their election and terminate on November 30th of the following year. The term of the Board of Trustees shall begin on December 1st of the year of their election and terminate three years later on November 30. If any of dates including the deadlines mentioned throughout these bylaws happens to be a postal holiday, the date shall be automatically changed to the next working day.

ARTICLE 4 RESTRICTIONS AND DISSOLUTION
Section 4.1 Restrictions
No part of the net earning or the assets of the Association shall be used for the benefit of or be distributable to its members, officers or other private persons except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article on Objectives hereof. The Association shall not carry on any activities nor be permitted to carry on (a) by a corporation exempt from Federal Income Tax under Section 501(c) (3) of the Internal Revenue Law or (b) by a corporation, contributions to which are deductible under Section 170 of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Law.

Section 4.2 Dissolution
Upon the dissolution of the Association, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities to the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner or to such organizations organized exclusively for charitable, religious, cultural 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 1986 or the corresponding provision of any future United States Internal Revenue Law as the Executive Committee and Board of Trustees shall determine. Any of such assets not so disposed of shall be disposed of by the court of appropriate jurisdiction of the State in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations as said court shall determine to be organized and operated exclusively for such purposes.

ARTICLE 5 MEMBERSHIP

Section 5.1 General
Membership in the IMASC shall be open to any physician of Indian heritage, and/or organization(s) representing or made up of physicians of Indian heritage in the United States. Membership shall be open to any student group or organization made up of students of Indian heritage studying or training in the United States in the area of the human sciences.

Section 5.2 Categories of Membership
There shall be four (4) kinds of membership of this corporation as follows:
1. Life Member: admitted after a single payment of Life membership dues.
2. Annual Member - Admitted after paying Annual membership dues.
3. Medical Student/Trainee Member (MST): Medical Students, Trainee Interns, Residents, or Fellows in approved training program in the USA. They are non-paying and non-voting members.
4. Other Member: The Joint Committee may from time to time create other special category of membership, for example Honorary Member. Honorary membership may be granted to individuals of distinction from time to time to recognize their contribution to the profession and to the society.

Section 5.3 Qualifications
Any person or an Association of persons as set forth in Section 5.2 may attain membership in the IMASC provided that the applicant:
A. Subscribes to the objectives of IMASC, abides by Bylaws, rules and regulations, pays the prescribed fees and dues, and submits an application in the prescribed form.
B. Receives the approval of application for membership by the Executive Committee by a simple majority vote.
C. Holds a valid professional license in his/her respective field or has voluntarily surrendered a license in any state of the USA. The voluntary surrender excludes any surrender of license under the threat of a disciplinary action by any Medical Board.
D. Has good moral standing in the community.

Section 5.4 Revocation
A. Membership may be revoked of any member for deliberate violation of Constitution and Bylaws of IMASC.
B. The President, with the approval of the Executive Committee, shall appoint a hearing Committee for investigation and recommendations regarding the revocation of the membership in question.
C. The hearing Committee shall follow normally accepted due process mechanism before making its recommendations to the Joint Committee.
D. The Joint Committee shall decide by two thirds majority vote if the recommendations of the hearing Committee should be accepted.

ARTICLE 6 ORGANIZATION OF THE CORPORATE BODY

Section 6.1 Components of the Corporate Body
The Corporation shall be made up of the General Body, the Executive Committee, and the Board of Trustees. The Executive Committee and the Board of Trustees together shall be referred to as the Joint Committee.

Section 6.2 General Body
Subject to these Constitutional and Bylaws, the General Body retains the ultimate authority of the Association.
A. The General Body shall consist of voting members as set forth in paragraph D of this section.
B. All member organizations and voting members shall be notified of all General Body meetings by mail or e-mail at least 30 days before each General Body meeting.
C. General Body meeting shall be open to all the voting members.
D. Voting members of the General Body shall be determined as follows:
Life and Annual dues paying members in good standing as of June 30 of the current year.
E. At the General Body Meetings, those members present and eligible to vote may conduct the business of the General Body. If a member eligible to vote makes a quorum call, the Presiding Officer shall decide if a quorum is present.
F. Thirty percent (30%) of the voting members constitutes the quorum for the meeting of the General Body. Quorum once having been established, the business of the meeting shall continue and all actions at the meeting shall be binding, even if a quorum is not present at later times in the meeting.
G. If, at the quorum call, a quorum is not present as defined above, the Presiding Officer may entertain motions to recess, adjourn, or adjourn to reconvene at a later date (i.e. fix the time to which to adjourn) and/or may arrange for a mail ballot to decide specific and urgent issues scheduled for consideration at that meeting. A simple majority of the returned ballot shall decide the issues.
H. The General Body Meeting that is called for specifically by announcement to the general membership by mail or e-mail with thirty (30) days notice, the voting members present at that meeting shall constitute a quorum, but only for consideration and voting on specific items that were similarly notified as being on the agenda for that meeting.

Section 6.3 Governance of the IMASC

Section 6.3A Governance of the IMASC: General

The Executive Committee and Board of Trustees is jointly the main deliberative body for the policies of the Association and discharges the responsibility of the General Body while the latter is in recess.
A. The Executive Committee and Board of Trustees shall direct the activities of the Association as per Section 6.4 and Section 6.5 respectively.
B. Joint Executive Committee and Board of Trustees (The Joint Committee):
(i) The Joint Committee shall discharge its due responsibilities in the following areas as mentioned elsewhere in this Bylaws including: (a) Membership revocation, Section 5.4, (b) Impeachment, Section 6.6, (c) Amendment of Bylaws, Article 13, (d) Financial Governance, Section 6.3B, and (e) any action(s) including an affiliation with any other organization that may result in financial and/or legal consequences for the Association.
(ii) Regularly Scheduled Meetings: A Joint Committee meeting shall be held not less than two times per year in regular session. The meeting shall occur in the month of February and September, respectively or in other months as decided jointly by the Chair Board of Trustees and the President. The meeting shall be chaired by the Chairperson of the Board of Trustees. A quorum for any such Joint Committee meeting consist of at least a simple majority of the Executive Committee members and a simple majority of the Board of Trustees eligible to vote at such a meeting.
(iii) Special Meetings: The President may as he/she deems necessary or the Secretary shall at written request of at least 10 members of the Executive Committee and/or Board of Trustees issue a call for a special Joint Committee meeting. A quorum for any such special joint meeting shall consist of at least 40% of the members of the Executive Committee eligible to vote and at least 40% of the Board of Trustees eligible to vote in the Joint Committee.
C. Majority Vote: Throughout this Constitution and Bylaws, unless otherwise specified, the majority or simple majority shall mean more than 50% and 2/3rd majority shall mean 67% or more of the voting members of a Committee present at a duly called meeting with appropriate quorum as defined in this Bylaws.
D. Proxy Vote: (Sample Proxy Form: Appendix 2A) A voting member, if unable to attend a duly called meeting in person, may give proxy to another member of the Committee to act and vote on his/her behalf. The proxy must be a written authorization and shall be valid for that particular meeting only. The proxy must be delivered to the chairperson of the meeting at the outset of the meeting. The voting member may revoke his/her proxy at any time before the meeting by delivering written notice to the meeting chairperson, or by appearing in person at the meeting.
E.  Transition of Leadership:  In order to assure a smooth leadership transition from year to year, a meeting shall be arranged by the past President no later than January 31st of the new year.  Attendance by the past and incoming Presidents, Treasurers, and Board of Trustees Chairs is mandatory.  Financial records and assets will be transferred prior to December 31st of the current year.

Section 6.3B Governance of the IMASC: Financial
1. Accounts: There shall be two main categories of accounts:
(A) Trust accounts: (i) The money generated by the Life membership dues shall be deposited in account(s) referred to as “Trust accounts” and these accounts shall be controlled by the Board of Trustees. (ii) The principal sum and the interest earned from this sum shall be referred to as “Trust fund”. Only the interest amount can be utilized for day-to-day operations of the organization, but the Principal shall remain a permanent asset of IMASC and can be disbursed only under exceptional circumstances with the agreement of the Executive Committee and a two third majority vote of the Board of Trustees. (iii) Signatories: There shall be three signatories for all trust accounts. These signatories shall consist of one each from every year of the three year term of the members of the Board of Trustees. The retiring signatory member of the Board of Trustees shall be replaced by one of the three newly elected members of the Board of Trustees. These signatories shall be selected by a simple majority of the Board of Trustees. (iv) The financial statements of trust accounts shall be made available by the Board of Trustees to the Treasurer on a regular basis.
(B) Operational account:
(i) This account shall be used for day-to-day transactions of the IMASC and shall be controlled by the Executive Committee.
(ii) Checks, notes, draft and demands for money shall be signed by the Treasurer and one other officer of the IMASC or as designated from time to time by the Executive Committee. In the event no designation is made by the Executive Committee, checks, notes, drafts and demands for money may be signed by any two officers. In no circumstance, these documents shall be signed by anyone other than the officers of the IMASC which include the President, President Elect, Secretary and Treasurer.
(iii) Deposits: Annual membership dues shall be deposited in the operational account. All funds collected including from sponsors, donors, advertising, and charity fund raising shall be deposited in the operational account.
(iv) At the beginning of the term of a new year of officers, a cash advance made by the Board of Trustees Chair in the amount of up to ten thousand dollars ($10000.00) will be released from the earned interest from the Trust accounts for the day to day expenditure of the Association.  This cash advance shall be deposited in the operational account by January 15th and used at the discretion of the Executive Committee.  If these funds are surplus at the end of the year, the cash advance shall be refunded to the Trust account.
(v) The remaining fund of the operational account up to $10000.00 may be handed over to the new Executive Committee at the discretion of the outgoing President at the beginning of the term of the New Year of officers.  This fund shall act as the seed money for the upcoming year.  Any further remaining funds shall be transferred to the Board of Trustees.
(2) Special Events Account:
(i) This account shall be used for any and all transactions related to any special events like charitable fund raising events, and this account shall be controlled by the Executive Committee. A separate account shall be opened and maintained for each special event.
(ii) Checks, notes, draft and demands for money shall be signed by the Treasurer and one other officer of the IMASC or as designated from time to time by the Executive Committee. In the event no designation is made by the Executive Committee, checks, notes, drafts and demands for money may be signed by any two officers. In no circumstance, these documents shall be signed by anyone other than the officers of the IMASC which include the President, President Elect, Secretary and Treasurer.
(iii) Deposits: All funds collected for a particular Special event from all sources including from sponsors, donors, advertising, and charity fund raising shall be deposited in the special events account.
(iv) The Special Event account shall be closed after completion of all account payables and account receivables for a particular Special event. Any net profits from the Special event shall be transferred to IMASC operational account for its day to day operation.
(3) Fiscal Discipline: (A) Budget: All IMASC activity shall be planned in accordance with the budget. The President shall prepare the annual budget and provide the same to the Association no later than the last date of February. (B) No officer or any member of the IMASC shall be allowed to provide personal loans to the IMASC or use their personal funds including but not limited to transactions by credit card or personal check. In certain circumstances, an exception may be made by the Executive Committee for such an expense by a member for IMASC activities for an amount not exceeding two thousand dollars per annum. Any such reimbursable fund, approved by the Executive Committee, shall be provided by the operational fund of the IMASC and not by the Trust fund as in Section 6.3B(1A). For reimbursement, an itemized receipts of expenses must be provided to the Executive Committee no later than 90 (ninety) days from the time of incurring such expenses.
(4) Reports: Financial statements including quarterly and annual reports of revenue and expenses shall be prepared by an independent certified public accountant (CPA) as designated by the Executive Committee. Treasurer shall ensure that financial data are made available to the CPA on a timely fashion for preparation of such reports.

Section 6.4 Executive Committee:
The Executive Committee shall provide leadership and execute policies as approved by the Executive Committee, Board of Trustees and the General Body.
A. The Executive Committee shall consist of the President, President Elect, Secretary, Treasurer, Immediate Past President, the nine elected members and the Chair Board of Trustees. The Immediate Past President and the Chair Board of Trustees shall be non-voting members of the Executive Committee.
B. Contracts, deeds, documents, and instruments shall be executed by the President and attested by the Secretary or the Treasurer unless the Executive Committee by a two third majority shall in a particular situation designate another procedure for their execution.
C. Only Life members of the Organization within the membership of IMASC as described by Section 6.2D shall be eligible for nomination and election to the officers of the IMASC and nine members of the Executive Committee.
D. The Executive Committee shall meet no less than six (6) times per year. Meetings of the Executive Committee shall be held at the Principal Office of business of the Corporation or such other place as may be designated by the Committee, at least 6 times in a calendar year. The Officers and the Members of the Executive Committee are expected to attend at least fifty percent of the scheduled meetings in any given year with a minimum of one attendance every three (3) months. Failure to do so without written notification to the President via E mail or fax stating a valid reason would amount to resignation and shall result in removal from the Executive Committee. The substitute officer shall be nominated by the President for approval by the 2/3rd majority of the Executive Committee.The Secretary will compile the attendance records of the Executive Committee officers and members for the year and report to the President within one week from the last Executive Committee meeting. Those members who have failed to attend at least 50% of the meetings may not be recognized for their service.
1. Special Meetings: The President may as he/she deems necessary or the Secretary shall at the written request of at least fifty percent of members of the Executive Committee, issue a call for a Special Meeting of the Executive Committee.
2. Notice of every meeting of the Executive Committee shall be e-mailed, faxed or mailed by the Secretary to the last address of the record of each member of the Executive Committee not less than seven (7) prior to the meeting. All such notices shall specify the place, date and time for the meeting.
E. A quorum for any meeting of the Executive Committee shall consist of at least a simple majority of the Executive Committee members eligible to vote at such a meeting.

Section 6.5 Board of Trustees
The Board of Trustees shall keep the residual ultimate authority in the IMASC for ensuring its fiscal welfare and stability. The Board of Trustees shall be responsible for the maintenance of funds generated by Life membership dues and exercise fiscal responsibility for the investment and growth of these funds. It shall not interfere with the regular operation of the IMASC which shall remain as provided for in this Constitution and Bylaws document. In case of crisis, at the request of the Executive Committee, it shall act as a mediator to resolve the disputes among various office bearers and Committees and its decision then would be final and binding. It shall be internal auditors of the IMASC and shall be responsible for long range planning. It shall be the Custodian of all the assets of the IMASC and shall be the caretaker body at the time of dissolution.
A. To be eligible for membership on the Board of Trustees, a candidate has to be a Life Member and must have served in the Executive Committee for two full years.
B. The Board of Trustees shall be made up of nine persons.
C. A Trustee's term shall be for three (3) calendar years.
D. Annually three senior-most Trustees shall retire.
E. Three Trustees positions shall be filled each year to replace the three Trustees who completed their terms and retired. One of these positions shall be exclusively filled by a past president of the Association. However, if no past President is available, it becomes open to other Life members.
F. The retiring members of the Board of Trustees are ineligible to serve on the Board of Trustees for a period of two (2) years after the completion of their current term. However, if a member was filling the midterm vacancy of the Board of Trustees, he/she may be a candidate for a new full three year term in the consecutive term.
G. Board of Trustee members can't run for an executive Committee position without relinquishing their position on the Board. The resignation from the Board must be submitted in writing to the Chairperson of the Board of Trustees or to his/her designee and this must be received before the deadline for nomination submission.
H. President can appoint a member of Board of Trustees as a Chair or a member of a Standing and/or an Adhoc Committee.
I. The Board of Trustees shall meet no less than three (3) times a year. Members of the Board of Trustees are required to attend at least 50% of the scheduled meetings per year.  Failure to attend the required number of meetings will result in ineligibility to run for the Board of Trustees Chair position.

J. A quorum for any meeting of the Board of Trustees Committee shall consist of at least a simple majority of the Board of Trustees members eligible to vote at such a meeting.
K. Chairperson of the Board of Trustees shall be the Ex-officio non-voting member of the Executive Committee.
L. The President and the President Elect of the Executive Committee shall be Ex-officio non-voting members of the Board of Trustees.

Section 6.6 Impeachment
A. If any member to an elected or appointed office or position misuses their office or are guilty of misconduct or violate the objectives of the IMASC’s Article of Incorporation or Bylaws, for personal gain or misappropriate the funds of the IMASC or violate the law resulting in civil liability or criminal offense and conviction, he or she shall be liable for impeachment or forfeiture of his or her position, immediately. Further, the Joint Committee is authorized to remove such a person temporarily from the position held in the IMASC, pending the final outcome of the judicial proceeding.
B. An impeachment procedure may be initiated by a petition signed by at least two third of the Joint Committee.
C. After an impeachment procedure is initiated as provided in these bylaws, then the Joint Committee shall appoint a hearing Committee to investigate the allegation and recommend necessary action to the Joint Committee. The hearing Committee shall follow a mechanism adopted by the Joint Committee and consistently applied.
D. An impeachment can be effected only upon the affirmative vote of at least three-fourths of the all voting members of the Executive Committee and three fourths of all members of the Board of Trustees.

ARTICLE 7 DUTIES OF THE OFFICERS
No elected officer shall serve more than two consecutive terms in the same office. The term of office shall be one year.

Section 7.1 President
A. The President shall be the Chief Executive Officer of the Association and shall perform all duties incident to the office of the President and such duties as may be designated by the Executive Committee and Board of Trustees.
B. He/she shall preside at all meetings of the Executive Committee.
C. He/she shall make such appointments as are required or authorized by the Constitution, by the Executive Committee and Board of Trustees.
D. He/she may sign with the Treasurer, Secretary or any other proper officer of the Association authorized by the Executive Committee, any deeds, mortgages, bonds, contracts or other instruments which the Executive Committee has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Committee to some other agent of the Association.
E. He/she shall designate all official delegates and representatives to other organizations; he/she shall appoint such Special Ad Hoc Committees as may be necessary to further the Association's objectives and he/she may discontinue any such Committee when its purpose has been served or its purpose no longer desirable or attainable, in consultation with the Executive Committee.
F. President shall serve as the Chairperson of the Annual Convention Committee.
G. In case of any disagreements in the execution of the policies of the IMASC the President shall make the final decision which shall be binding on all parties concerned. The President, however, shall be required to validate his/her decision either before or as soon as possible after the event by a simple majority vote of the Executive Committee. In case he/she fails to accomplish such validation, the majority decision of the Executive Committee shall prevail.
H. Prior approval by the Executive Committee is mandatory for any decision involving financial transactions on behalf of the Association which may result in major consequences for the Association.
I. The President shall prepare the annual budget and provide the same to the Association no later than the last date of February.
J. The President shall be responsible for transferring the authority of the President and all the relevant records of the organization by December 1 to the incoming President.

Section 7.2 President Elect
A. The President Elect shall assist the President and fulfill his/her duties in his/her absence for any reason.
B. He/she shall automatically succeed to the office of the President at the end of the term.
C. He/she shall perform such other duties as he/she is assigned by the President.
D. He/she shall be the Chairperson of the Constitution and Bylaws Committee.
E. If the President is unable to complete his/her term due to ill health, death or any other reason, the President Elect shall discharge the responsibilities of the President until completion of the President's term and thereafter, serve his/her own elected term as President.
F. The President Elect shall assist the Treasurer and Secretary as needed at the direction of the President.
G. The President Elect shall serve as the Chairperson of the Membership Committee.
H. The President Elect shall be responsible for transferring the authority of President Elect and all the relevant records of the organization by December 1 to the incoming President Elect.

Section 7.3 Secretary
The Secretary shall:
A. Keep an account of the minutes of all meetings.
B. Maintain an updated list of all members of the IMASC.
C. Issue an agenda of all regular and special meetings after consultation with the Executive Committee.
D. Keep a copy of all official correspondence of and to the organization, including newsletters and program brochures for the activities of the organization and reports submitted by the Committee's Chairpersons.
E. Keep an attendance record of all meetings of the organization.
F. Be custodian of the Constitution, Bylaws and amendments of the organization.
G. Notify Committee members of their appointment and their assigned duties.
H. See that all books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed.
I. Be in-charge or delegate public relations duties including announcements to media, organizations and Indian and General community at-large.
J. Perform such duties and exercise such other powers as may be assigned by the Executive Committee in the same capacity.
K. Be responsible for transferring the authority of Secretary and all the records of the organization by December 1 to the incoming Secretary.

Section 7.4 Treasurer
Unless otherwise directed by the Joint Committee, the Treasurer shall be the sole fiscal officer of the Organization and the only authorized person empowered to have custody of the financial accounts of the IMASC, subject to audit powers of the Board of Trustees, the Executive Committee, and any outside auditors the IMASC may select.
The Treasurer shall:
A. Be responsible for issuing notice and collection of all dues and deposit the same in such banks or trust companies as the Executive Committee may designate. He/she shall be in charge of all the financial accounts of the Association.
B. Have custody of all financial accounts, receipts and disbursements which shall be open at all reasonable times to inspection by the Executive Committee.
C. Submit a financial report to the Executive Committee at its Annual meeting and at regularly held Executive Committee meetings. If the Executive Committee requires he/she shall give a bond with such surety and in such amount as the Executive Committee may designate.
D. Perform such other duties and exercise such other powers and duties incident to the office of the Treasurer and as may be assigned by the Executive Committee as required by law.
E. Treasurer shall ensure that financial data are made available to the CPA on a timely fashion for preparation of such reports.
F. File all income tax returns with IRS for the year in which the office was held.
G. The Treasurer shall be responsible for transferring the authority of the Treasurer and all the relevant records of the organization by December 1 to the incoming Treasurer.

ARTICLE 8 GENERAL BODY MEETINGS AND AGENDA

A. The Executive Committee shall convene all general body meetings and shall recommend the agenda of the General Body meetings and any special meetings with input from the Board of Trustees. All aspects of the Article 6 Section 6.2 shall be followed and incorporated in this Article by specific reference. The monthly CME meetings shall serve as General Body meetings as per the discretion of the Executive Committee with input from the Board of Trustees.
B. Any member who wishes to bring new business matters before the General Body meeting shall submit this business in writing to the Secretary at least 30 days prior to the General Body meeting for the Executive Committee's decision on whether to include it on the agenda.
C. Items not placed on the agenda by the Executive Committee for consideration at the General Body meeting may only be placed on the agenda during the General Body meeting where the affirmative vote of at least a simple majority of the active members present.
D. Time shall be provided at each meeting for members to introduce a question, which, when approved by the majority, would be placed on the agenda for future discussion during subsequent meetings.

ARTICLE 9 COMMITTEES

Section 9.1 Committee Nomenclature

Standing Committees
The term of each Standing Committees be for no more than a year or shall end on December 1. The following shall be the standing Committees:

A. Academic Affairs Committee
B. Annual Convention Committee
C. Auxiliary Committee
D. Awards Committee
E. Catering Committee
F. Constitution and Bylaws Committee
G. Election Committee
H. Entertainment Committee
I. Ethics and Grievances Committee
J. Finance Committee
K. Information Technology Committee
L. Medical Student/Resident/Fellow Committee
M. Membership Committee
N. Nomination Committee
O. Publications Committee
P. Young Physician Section

Section 9.2 Committee Chairpersons
The term of office of each Committee Chairperson shall be for no more than a year and shall end on December 1. It can be renewed by re-appointment by the President and approved by the Executive Committee. The Chairperson of each Committee shall be appointed by the President and approved by a simple majority of the Executive Committee at the first meeting of the Executive Committee held no later than February. The President shall be ex-officio member of all the Committees.

Section 9.3 Committee Membership
Members of each Committee except the Finance, Election and Nomination Committees, shall be recommended by the Chairperson of the Committee and are appointed by the President. Each Committee shall have a minimum of three (3) or an odd number of members. If for any reason, a member is unavailable to serve or is unable to serve on any of the Committees as required by the bylaws, the President shall appoint a substitute. Members of the Nomination and Election Committees shall be ineligible to serve on these Committees if they are nominees for any of the positions for which nominations are being sought for.

Section 9.4 Quorum
A simple majority of the members of any Committee shall constitute a quorum for any meeting of the Committee.

Section 9.5 Minutes of Committee Proceedings
Each Committee Chairperson shall submit the minutes of its meeting to the Secretary within ten (10) days after the meeting.

Section 9.6 Committees and their Roles

Section 9.6A Academic Affairs Committee
The Academic Affairs Committee shall:
1. Consist of at least three (3) members. The Chairperson of the Academic Affairs Committee shall also be referred as Continuing Medical Education (CME) Chair.
2. Develop and plan for continuing medical education programs within and outside of the United States. Its goal shall be to enhance the medical knowledge of the membership and health professionals.
3. Have a constituency of academic physicians, house staff and medical students of Indian origin in the Southern California.
4. Promote interest in the affairs of the local association by its constituents and provide a forum for development and opportunities for training, increasing networking among academic physicians of Indian Origin.
5. Shall maintain an inventory of all CME related items including audiovisual equipments.
7. Shall perform necessary duties to ensure that the IMASC continuing medical education program is accredited by the Institute of Medical Quality, California.
8. Shall be responsible for transferring the authority of the CME Chair, all the records of the Committee and all the equipments including audiovisual equipments by December 1 to the incoming CME Chair.

Section 9.6B Annual Convention Committee
The Annual Convention Committee shall:
1. Consist of Chairperson and at least four (4) other members. President shall be the Chair of the Annual Convention Committee.
2. Shall help plan and successfully host the convention with fiscal responsibility as in Section 6.3B(3).

Section 9.6C Auxiliary Committee
The Auxiliary Committee shall:
1. Consist of the Chairperson and at least two other members.
2. Assist in various activities of the Association including the Annual Convention entertainment and the Cultural Program.
3. Shall assist in soliciting additional volunteers for various IMASC activities as necessary.

Section 9:6D Awards Committee
The Awards and Medical Student Scholarship Committee shall:
1. Consist of Chairperson and at least two (2) other members.
2. Solicit nominations for the awards from all paid members of the Association by mail or e-mail or fax.
3. Gather information regarding outstanding work of physician members of IMASC and other organizations in the field of professional, social, charitable or leadership ventures. Gather information regarding academic scores, extra curricular activities and services to the community by Medical Students of Indian Origin. The medical student so considered should be enrolled in an Accredited Medical Institution including the School of Osteopathic medicine.
3. Recommend to the Executive Committee the names of these outstanding physicians and Medical Students by a consensus in the Committee, for receiving awards and recognition during the Annual Convention.

Section 9.6E Catering Committee
The Catering Committee shall:
1. Consist of the Chairperson and at least two other members.
2. Shall determine selection and pricing of various aspects of catering for all the pertaining activities of IMASC.

Section 9.6F Constitution and Bylaws Committee
The Constitution and Bylaws Committee shall:
1. Consist of at least five (5) members: The current President, President Elect, Chair Board of Trustees, Secretary and a member of the Board of Trustees selected by Chairperson of the Board of Trustees. Consist of at least seven (7) members: The current President, President Elect, Chair Board of Trustees, Secretary, two members of the Board of Trustees selected by Chairperson of the Board of Trustees, and a Member at large selected together by the Chair Board of Trustees, President, and President Elect. The President Elect shall serve as the chair of the Constitution and Bylaws Committee.
2. It shall be the Committee's responsibility to review the Constitution and Bylaws at least once a year and endorse it or suggest any amendments as needed for consideration by the Joint Committee meeting and the General Body. In addition, the Committee shall also review any amendments proposals initiated in writing in any General Body or the Joint Committee meeting with at least twenty (20) signatures of voting members. The Constitution and Bylaws Committee shall then submit these amendment proposals with the Committee's recommendations and comments thereon to the Joint Committee at least 15 days prior to the Joint Committee meeting.
3. After obtaining a simple majority vote from all members of the Joint Committee, the Secretary of the IMASC or the Chairperson of the Constitution and Bylaws Committee shall seek approval of the General Body for the proposed amendments to the Bylaws as stated in Article 13.1.

Section 9.6G Election Committee
1. The President shall appoint an Election Committee consisting of five (5) members as follows:
A. Chairperson of the Board of Trustees.
B. President Elect.
C. A member of the current Board of Trustees selected by the Chairperson of the Board of Trustees.
D. A member of the current Executive Committee.
E. A life member in good standing.
The Chairperson Board of Trustee shall be the Election Officer.
2. The Committee shall be charged with the responsibilities of conducting a free and fair election. The decision of the election Committee is final in all matters related to the election.
3. The Chairperson and the members of the Election Committee shall expressly refrain from canvassing support or soliciting votes for individual candidates(s).

Section 9.6H Entertainment Committee
The Entertainment Committee shall:
1. Consist of the Chairperson and at least two other (2) other members.
2. Organize entertainment for the cultural program, annual convention, picnic, CME programs and other activities of the Association as necessary.

Section 9.6I Ethics and Grievances Committee
The Ethics and Grievances Committee shall:
1. Consist of the Chairperson and at least two other (2) other members.
2. The functions of the Committee shall be to respond to any complaints about charges of discrimination against the members of IMASC and to respond to any questions about unethical behavior and/or grievances against members of IMASC.

Section 9.6J Finance Committee
1. The President shall appoint the Finance Committee consisting of five members as follows:
A. Treasurer
B. Chairperson of the Board of Trustees
C. President
D. A member of the current Board of Trustees, selected by the Chairperson of the Board of Trustees
E. A member from the current Executive Committee
The Treasurer shall be the Chairperson of the Committee.
2. Shall oversee the year's budget as well as advice on long term investment of the Association's Revenues.
3. The chair shall present a proposed budget to the Board of Trustees during the month of February and seek approval for the use of any funds earned as interest money from the Trust funds.

Section 9.6K Information Technology Committee
The Information Technology Committee shall:
1. Consist of Chairperson and at least two (2) members.
2. The Committee shall (a) be charged with the responsibilities of the development, expansion and maintenance of the IMASC website and coordinate with the Webmaster, (b) coordinate with Publication Committee to post “IMA Voice” newsletter or any other publications as deemed necessary on the Website, (c) coordinate with other Committees as necessary to update the website.

Section 9.6L Medical Student/Resident/Fellow Committee
The Medical Student/Resident/Fellow Committee shall:
1. Be co-chaired by a Medical Student and a Medical Resident or Fellow. The Committee shall consist of at least one additional member.
2. Assist in enrolling Medical Student Resident and Fellow members to the Association.
3. Formulate yearly activities and agenda for the Medical Student / Resident/Fellow Section to be approved by the Executive Committee.

Section 9.6M Membership Committee
The Membership Committee shall:
1. Consist of at least three (3) members. The President Elect shall serve as the Chairperson of the Membership Committee.
2. Responsibility of the Committee is to help the Secretary maintain and update the membership roster and to recruit new member organizations/members to IMASC.

Section 9.6N Nomination Committee
1. The President shall appoint Nomination Committee consisting of five (5) members as follows:
A. Chairperson of the Board of Trustees
B. President Elect
C. A member from the current Executive Committee
D. A member of the current Board of trustees selected by the Chairperson of the Board of Trustees
E. A life member in good standing.
The Chairperson Board of Trustee shall be the Chairperson of the Committee.
2. The Committee shall be charged with the responsibilities:
A. To receive nominations for the following responsibilities:
(a) President Elect
(b) Secretary
(c) Treasurer
(d) Nine (9) Members of the Executive Committee
(e) Board of Trustees
B. To Evaluate qualifications of the nominees for position according to the following eligibility criteria:
(a) For all positions, candidates must be a life member of the IMASC. In addition, for the following positions each and every candidate must have completed serving, at the time of nomination the following requirements:
· President Elect: two full years in the Executive Committee.
· Secretary: one full year in the Executive Committee.
· Treasurer: one full year in the Executive Committee.
· Board of Trustees: two full years in the Executive Committee.
(b) A removed Executive Committee Officer shall be ineligible to contest for any Officer of Executive Committee or member of Board of Trustee position for subsequent one year.
(c) Good Standing in the Community and in the Association.
(d) Commitment to the Goals of IMASC.
(e) Willingness of the candidate to devote time and effort to the work of the Association.
3. The Committee slate should consist of names of all the candidates suitable for position.
4. The Chairperson and the members of the Nomination Committee shall expressly refrain from canvassing support or soliciting votes for individual candidates(s).

Section 9.6O Publication Committee
The Publication Committee shall:
1. Consist of Chairperson and at least two (2) members
2. The Committee shall be charged with publicizing the purpose and activities of IMASC as well as designing, editing, printing and mailing or e-mailing the "IMA Voice" Newsletters quarterly or as determined by the Executive Committee.

Section 9.6P Young Physician Section
Young Physician Section shall:
1. Comprise of physicians who are in first five years of medical practice after completion of residency or fellowship.
2. Be chaired by a Young Physician and consist of two additional members.
2. Assist in enrolling Young Physicians to the Association.
3. Formulate yearly activities and agenda for Young Physicians, to be approved by the Executive Committee.
4. All Young Physicians will be eligible for 75% of the life membership dues.
5. President will appoint, on an annual basis, a member of Executive Committee to serve as a (non voting)mentor.


ARTICLE 10 DUES

Section 10.1 Determination of Membership Dues:
Membership dues shall be determined by the Executive Committee and approved by a simple majority of the Joint Committee meeting.

Section 10.2 Exemptions
Medical Students and Trainees (interns, residents or fellows) shall be non-voting and non dues paying members.

Section 10.3 Life Members
A. General:
Dues for Life members shall be set by the Executive Committee. The money so generated shall be deposited into Trust accounts as in Section 6.3B(1A).
B. Privileges and Responsibilities of Life Members:
Life members represent the membership of IMASC with a lifelong commitment to the cause and goals of IMASC.

Section 10.4 Annual Member
A. General:
Dues for Annual members shall be set by the Executive Committee. The money so generated shall be deposited in Operational accounts as in Section 6.3B(1B)
B. Privileges and Responsibilities of Life Members:
Annual members represent the membership of IMASC with a commitment to the cause and goals of IMASC.

ARTICLE 11 NOMINATIONS & ELECTIONS:

Section 11.1 Nominations

Section 11.1A Invitation for Nomination
The Nomination Committee shall invite nominations from the entire voting membership as in Section 6.2 D by mail or e-mail for all positions listed in Section 9.6N(2) by August 15 or at least 90 days before the Annual convention whichever is earlier. The candidates shall contest for only one position at any given time.

Section 11.1B Nomination Form
This document (For sample Nomination Form see Appendix 1B) shall have the blank spaces for the signatures of the nominating person, person seconding the nomination, and the nominee accepting the nomination and agreeing to serve the position if elected. Nomination Form shall be accompanied by another document (For Sample see Appendix 1A) explaining the different positions available to be contested, eligibility criteria of each position, method of return of the nomination form and its deadline. Nomination invitation documents shall be sent to the entire voting members by the first class US mail and if available, also by e-mail.

Section 11.1C Nominating persons
Any Life member in good standing can make nominations on behalf of the candidates to the Chairperson of the Nomination Committee. Nomination must be seconded by another Life member in good standing. Each nominee must be Nominated and Seconded by two different members of the IMASC. Any Life Member may nominate or second one or more nominations. A photocopy the Nomination Form may be used if needed to nominate more than one person.

Section 11.1D Nomination Acceptance
Nomination Form shall contain a statement of acceptance by the candidate stating their intention to not only contest the election, but to also serve the office if elected.

Section 11.1E Method of return of Nomination Form
Nomination shall be returned by the US certified mail with return receipt and only one nomination per envelope shall be permitted. “Return receipt” shall serve as the acknowledgement of receipt of the completed nomination form.

Section 11.1F Deadline for Nomination
At least two weeks shall be allowed between the time of sending out the invitation for nomination and the deadline post-marked date for the return of nomination paper to the IMASC. No nomination shall be allowed after the predetermined deadline date.

Section 11.1G Announcement of the Slate of Candidates
A. The Nomination Committee shall open the nomination envelopes no less than three days after the deadline for the receipt of the nomination forms. The Committee shall then announce to all candidates the slate of nominees for all positions by mail, e-mail, phone or fax or a combination thereof.

Section 11.1H Withdrawal of Nominees
The Candidates may withdraw from the election by writing (For sample nomination withdrawal/acceptance letter see Appendix 1C) to the Chair of the Nomination Committee. The nomination Committee shall send a notice of withdrawal of nomination to the eligible nominees by fax, e-mail or phone or any combination thereof whether they would like to withdraw. The candidates shall have up to five working days to respond in writing by fax and US mail. The withdrawal must be received by the Nomination Committee no later than five days from the date of sending the notice of withdrawal. If no reply is received from the eligible nominees, their names shall be forwarded to the election Committee as eligible candidates for the election.

Section 11.1I Collection of Candidate Profiles
Nomination Committee shall send a letter (For sample nomination withdrawal/acceptance letter see Appendix 1C) to the contesting candidate requesting information for “Candidate Profile”. The Candidates shall have up to five days to respond to this request. Candidate profile shall include candidate’s bio-data (name, year and medical school graduation, specialty/subspecialty of practice, and current professional position) and a brief statement of no more than 100 words describing their professional and organizational achievements and goals and anticipated contribution to the IMASC. If a candidate fails to provide the Candidate profile, the bio-data available to the IMASC shall be mentioned and in the remaining blank space of the Candidate profile, a notation shall be made “Not provided by the Candidate”. Nomination Committee shall forward the Candidate profiles to the Election officer to be mailed with the ballots.

Section 11.1J Forwarding the Final slate of Candidates to the Election Officer
The nomination Committee shall forward the final slate of candidates to the Election Officer by September 20 or at least 45 days before the Annual Convention whichever is earlier.

Section 11.2 ELECTIONS

The Election Process should be completed and the results announced by the President at the Annual Convention.

Section 11.2A The Election Process For The Board Of Trustees
1. The Nomination Committee shall verify the eligibility of the slate of candidates nominated by the general membership as per Section 6.5 to the Chair of Board of Trustees and forward these nominations to the Chairperson of the Board of Trustees by September 20 or at least 45 days before the Annual Convention whichever is earlier.
2. Election of Board of Trustees:
(A) The Chair of the Board of Trustees upon receipt of the candidates from the Nomination Committee and if there are more than three candidates as specified in Section 6.5E, shall conduct a confidential election under the leadership of the Chairperson of the Board of Trustees within the Board of Trustees by October 15 or at least 30 days before the Annual Convention whichever is earlier. Only members of the Board of Trustees are eligible to vote in this election and in any other election to fill any vacancy in the Board of Trustees.
(B) Election Process: Election shall be done at a duly noticed (at least one week notice) meeting of the Board of Trustees. The slate of nominees shall be sent by US first class mail and if applicable sent by e-mail and /or fax as well to each member of the Board of Trustees at least one week prior to the scheduled meeting for the election of the new Board of Trustees. Any member of Board of Trustees who is unable to attend this meeting shall be expected to give his written proxy vote to the Chairperson of the Board of Trustee or to any other member of the Board of Trustees who is attending the meeting. No voting member of Board of Trustee shall be permitted to vote more than once for a particular candidate. Candidates receiving maximum number of votes shall be declared as winner.
3. Election of Chairperson of the Board of Trustees:
(A) Chairperson of Board of Trustees shall be elected by the existing nine members of the Board of Trustees by a simple majority which shall be five or more votes.
(B) Eligibility: Only the three senior-most members who are serving their third year of the Board of Trustees shall be eligible to be a candidate for the Chairperson of the Board of Trustees.
(C) Nomination: The eligible member may self-nominate him or herself. The nomination may be declared verbally or in writing and this can be done on the day of the meeting and at the meeting held for the election of Chairperson of the Board of Trustees.
(D) The election shall take place at the same meeting which is held for the election of the new members of the Board of Trustees

Section 11.2B The Election Process For The Executive Committee
1. Election shall be conducted by the Election Committee under the chairmanship of the Election Officer.
2 The voting members as provided in Section 6.2 D shall have right to vote. No proxy vote is permitted. Each member shall have one vote for each vacant office.
3. The Secretary of the IMASC shall certify the list of eligible voting members (Life member or Annual member with dues paid before June 30) on or before July 15th.
4. The elections shall be conducted by mail ballot as in Section 11.2C. The Executive Committee may engage the services of an independent agency to conduct all or part of the election process under the supervision of the Election Officer.
5. The results of the election shall be delivered confidentially to the President by the Election Officer immediately after counting the ballots.
6. In the event of a tie, the candidate shall be elected by a simple majority vote of the all voting members of the Executive Committee.

Section 11.2C Election Process

(1) Timeline: The dates for sending out ballots, deadline for the receipt of ballots, the date of counting ballots and certifying election, and the deadline for any recounting shall be decided at the first meeting of the Election Committee.
(2) Ballots: (For sample ballot see Appendix 1D) Each ballot shall be signed by at least two members of the Election Committee. Ballot shall be printed on colored paper to avoid counterfeiting. Ballots shall have no mark or wording or else which can identify the person completing the ballot.
(3) Candidate Profiles: This shall be sent along with the ballot. This shall include: (i) Bio-data: Name, Year of Graduation, Medical School of graduation, Specialty/subspecialty of practice, and Current professional position, and (ii) A brief statement of no more than 100 words describing their professional and organizational achievements, and goals and anticipated contribution to the IMASC.
(4) Mailing out Ballots: The ballots along with the Candidate profiles shall be sent to the voting members no later than five weeks before the Annual Convention. A self addressed stamped (First class US mail) envelope shall be sent along with a ballot. Each envelope shall have the IMASC address as both the return address and the sender’s address. There shall be no IMASC member’s address in the sender’s address location. Each envelope shall be randomly numbered. This will help prevent fraud by ensuring that no two envelopes bear the same serial number. Contesting candidates shall be invited to observe the mailing process. If interested, they can come and observe this process.
(5) Campaigning for Election: Candidate Profiles shall serve as formal campaigning by the IMASC on behalf of the candidates. The candidates may give a brief presentation during a general body meeting of the IMASC like monthly continuing medical education meeting if any scheduled prior to the election. Candidate or any surrogate of the candidate shall not be permitted to do any formal or mass campaigning including but not limited to by mail, e-mail or fax. No negative campaigning of any kind including but not limited to tainting the opposing candidate or disseminating false information shall be permitted. Election Committee shall have the sole discretion in dismissing any candidate found to be in violation of these rules.
(6) Deadline for Return of Ballot: The ballot must be returned by first class US mail by the predetermined post-marked date. At least two weeks shall be allowed between the time of sending out the ballots and the deadline post-marked date for the return of completed ballots to the IMASC.
(7) Receipt of Ballots: Ballot shall be received at the P.O. Box address. This shall be a new P.O. Box designated just for the ballot purposes. Key to the P.O. Box shall be held with a person as designated by the Election Committee. Ballots shall be picked up from the post office by person (s) as designated by the election Committee. The contesting candidate shall be provided an opportunity to observe this process if he/she would like to attend.
(8) Ballot tallying and Counting: This shall be done by October 20 or at least three weeks before the Annual Convention whichever is earlier. Date of counting shall be at least three working days after the deadline post-marked date for the return of ballots. Counting process shall be chaired by the Election officer. Other election Committee members shall be invited to attend. All candidates contesting the election shall be invited to attend and observe the entire process of Envelope/Ballot tallying, ballot counting and the final election result certification.
(A) Envelope tallying: Only envelopes post-marked on or before the pre-announced post-marked date shall be accepted and all envelopes after the post-marked date shall be rejected. The random number assigned on each envelope shall be checked and verified. Any two (or more) envelopes bearing the same serial number shall be rejected. All acceptable envelopes shall be counted before opening the envelope.
(B) Ballot counting: Envelopes shall be opened and ballots shall be kept safely. Envelopes shall also be kept for any future verification. Each ballot shall be checked and verified. Any ballots which are tampered or not completed as per instructions given to voters will be rejected. All eligible ballots shall be counted at least twice.
(9) Election Certification: The candidate receiving more than fifty percent of the votes shall be declared as winner. The Election shall be certified by the Election officer in the presence of the other members of the election Committee and any contesting candidate who are present there. Ballots and Envelopes shall be sealed. These shall be stored by the Secretary of the IMASC or any person designated by the Election officer, for any future verification for one month or for at least one week after the conclusion of the annual convention of the IMASC whichever is later.
(10) Recount of Election Ballots: Requests for recount shall be permitted only from the candidates and only when made in writing to the Election Officer within 72 hours after the announcement of the result. If the winning margin is ten votes or less, then the IMASC shall conduct the recount without expense to the candidate. If the winning margin is more than ten votes, the candidate requesting the recount shall bear the cost of the recount. Only one recount shall be permitted. The recount shall be binding on all parties.

Section 11.3 Resignation or Death of Elected or Nominated Officials; Lack of Nominee
Vacancies arising from death or resignation of elected official(s) shall be filled by the President and confirmed by the Executive Committee at its next meeting. However, if similar circumstances arise after nomination, or if the nominee declines before election, the Nominating Committee shall propose another candidate. In case of death of the President Elect, a special election should be conducted by mail ballot within 60 days thereof.
In the event that there is no eligible nominee for a vacant position, the President Elect (President Elect) shall propose nominations for the position and the current Executive Committee shall select and approve a candidate from these nominations by a simple majority vote.

ARTICLE 12 CORPORATE RECORDS

All books of account, corporate records as provided in the Code, the Register of Membership, and a copy of these By-Laws shall be kept at the Corporation's Principal Executive Office and shall be open to inspection by the Members at the reasonable times during office hours.

ARTICLE 13 AMENDMENT AND ADOPTION

Section 13.1 AMENDMENTS
These Bylaws may be amended, repealed or altered in whole or in part by a two-thirds majority vote of any duly organized meeting of the General Body or by a mail ballot.
A. Amendment proposal: (i) the Constitution and Bylaws Committee has responsibility to review the Bylaws at least twice a year and to suggest and endorse any amendments as needed for consideration by the Joint Committee meeting and the General Body. (ii) The proposed amendment may also be initiated in writing in any General Body or the Joint Committee meeting with at least twenty (20) signatures of voting members.
B. The proposed amendments, duly initiated, shall be referred to the Bylaws Committee for consideration and submitted to the Joint Committee as stated in Article 9.6F(2-3).
C. The proposed amendments when approved by a simple majority of all members of the Joint Committee shall be submitted to the General Body at a duly called meeting with a quorum or by US mail for approval. Under no circumstance, this shall be done by e-mail or fax. The amendments shall be considered to be approved only by a two-thirds majority vote of those present in a General Body meeting or by a two-thirds majority of those returning a mail ballot. Upon approval either in a general body meeting or by a mail ballot, the amendments shall be incorporated into these bylaws with immediate effect.
D. Mail Ballot Process:
(1) Ballot: A preprinted self-addressed stamped Post card will serve as Ballot. Each Postcard will be randomly numbered.
(2) Mailing out Ballots: The ballot (preprinted post card) shall be mailed by first class US mail along with a copy of the relevant sections or of the entire Bylaws depending on the proposed changes in the Bylaws.
(3) Deadline for Return of Ballot: The ballot must be returned by a pre-determined post-marked date. At least two weeks shall be allowed between the time of sending out the ballots and the deadline post-marked date for the return of completed ballots to the IMASC.
(4) Receipt of Ballots: Ballot shall be received at the P.O. Box address. Ballots shall be picked up from the post office by person (s) as designated by the Chair, Bylaws Committee.
(5) Ballot tallying and Counting:
(a) Date of counting shall be no more than two weeks and no less than three working days after the deadline post-marked date for the return of ballots.
(b) Counting process shall be chaired by the Chairperson of the Bylaws Committee. Other Bylaws Committee members and the members of the Executive Committee and the Board of Trustees shall be invited to attend.
(c) Only ballots post-marked on or before the pre-announced post-marked date shall be accepted and all other ballots received after the post-marked date shall be rejected. The random number assigned on each postcard shall be checked and verified. Any two (or more) postcards bearing the same serial number shall be rejected. Any ballots which are tampered or not completed as per instructions given to voters shall be rejected. All eligible ballots shall be counted at least twice.
(E) Adoption of Amendments: Upon certification of ballot count, the amendments shall be incorporated into these Bylaws with immediate effect.


ARTICLE 14 CORPORATE SEAL

The corporate seal shall be circular in form and shall have inscribed thereon the name of the corporation: INDIAN MEDICAL ASSOCIATION OF SOUTHERN CALIFORNIA, INC., the date of its incorporation, namely, February 22, 1984, and the word "California". An impression of said seal is made hereunder:


ARTICLE 15 INDEMNIFICATION

The Corporation shall indemnify each of its agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by such persons by reason of his or her having been made or having been threatened to be made a party to and proceeding to the fullest extent permissible as provided in Section 317 of the Code. The Corporation shall advance any expenses, reasonably expected to be incurred by the agent in defending any such proceeding upon receipt of the undertaking required by Subdivision (f) of Section 317 aforesaid.

ARTICLE 16 MISCELLANEOUS

Section 16.1 Reference to Code sections
" Sections of the Code" wherever mentioned in these By-Laws refers to the General Corporation Laws of California effective January 1, 1977, as amended.

Section 16.2 Annual Convention
The purpose of the Annual Convention is to bring together all the members once a year and to discuss issues of interest to the IMASC members. The Annual Convention must be held before November 15. The Annual Convention date shall be decided no later than March 31 of the Convention year.

Section 16.3 Accounting year
The accounting year of the Corporation shall be as fixed by the Executive Committee.

Section 16.4
All business of the Corporation shall be done on the basis of a calendar year.

Section 16.5 Governance of Meeting
Robert's Rules of Order shall govern all meetings of this Association in all cases where they are applicable, except where they are inconsistent with the Constitution and Bylaws of the IMASC.

Section 16.6 Membership
If a Life member holds a qualification other than M.D. or D.O. and have been granted membership before November 30, 2005 shall continue to maintain all privileges of the Life membership.

APPENDICES

Appendix 1 Nomination and Election
Appendix 1A: Sample Nomination Invitation letter
Appendix 1B: Sample Nomination paper
Appendix 1C: Sample Nomination withdrawal/acceptance letter
Appendix 1D: Sample Ballot

Appendix 2 Governance
Appendix 2A: Proxy Form

 


Indian Medical Association of
Southern California

 


Date: August 14, 200….

To: IMASC Members

From: Nomination Committee
(…………… MD, Chair, ………………,MD,……………,MD, ……………MD,and ………………MD)

Subject: Invitation of Nomination for 200… Executive Committee and Board of Trustee Positions

This is a formal invitation to the members of the IMASC for nominations for 200… election of
• Officers of the Executive Committee (President Elect, Secretary and Treasurer), one year term of office.
• Members of the Executive Committee (Total 9 members), one year term of office.
• Member of the Board of Trustees (Total 3 members), three years term of office.

 

Eligibility Criteria:

· President Elect:
- Must have served in the IMASC Executive Committee for at least TWO full years.
- Must be a Life member of the IMASC (membership paid before June 30, 200..)

· Secretary:
- Must have served in the IMASC Executive Committee for at least ONE full year.
- Must be a Life member of the IMASC (membership paid before June 30, 200..)

· Treasurer:
- Must have served in the IMASC Executive Committee for at least ONE full year.
- Must be a Life member of the IMASC (membership paid before June 30, 200..)

· Nine Members of Executive Committee
- Must be a Life member of the IMASC member (paid before June 30, 200…).

Three Members of Board of Trustees
- Must have served in the IMASC Executive Committee for at least TWO full years.
- Must be a Life member of the IMASC (membership paid before June 30, 200..)

Election: An election will be held if there are more nominees than the number of position(s) available in each category. All positions except the Board of Trustees shall be elected by the General body using mail ballots. The Board of Trustees shall be elected by the existing nine members of the Board of Trustees.

Nomination Process:
· Must complete the enclosed Nomination Form as instructed.
· Each nominee must be Nominated and Seconded by TWO different members of the IMASC. You may fax the nomination form to obtain these signatures and the faxed signatures are acceptable.
· Any Life Member (with Membership dues paid before June 30, 200…) may nominate or second one or more nominations.
· A photocopy of the enclosed Nomination Form may be used if needed to nominate more than one person.
· Only ONE nomination per envelope is permitted.
· Completed Nomination Form should be sent by US CERTIFIED MAIL w/ RETURN RECEIPT, Post-marked on or before September 01, 200… to:
IMASC Nominations
…………………… .
……………, CA …………
· Acknowledgement of receipt of the completed Nomination paper:
· “Return Receipt” shall serve as the acknowledgement.

 

Indian Medical Association of
Southern California


NOMINATION FORM

Mail this Form by Certified mail with Return Receipt to IMASC Nominations


ABOUT THE NOMINEE

Name of Nominee: _____________________________________________________________

Nominated for:
‚ President Elect,‚ Secretary,‚ Treasurer,‚ Member of the Executive Committee,

‚ Member, Board of Trustees.

Nominee is a life member of the IMASC since ____________________

Nominee also served the IMASC as follows: (please check as applicable)

‚ Member of the Executive Committee in year (s) ____________________________________

‚ Other Elected position (s) held:‚ Secretary in year ________‚ Treasurer in year ______

‚ Other _______________________________ in year __________

_________________________________________________________________________

ABOUT NOMINATING PERSONS (Must be a Life Member)

Nomination Proposed by:
Name __________________________________________________

Signature _____________________ Date ______________________

Nomination Seconded by:
Name __________________________________________________

Signature ____________________ Date ______________________

_________________________________________________________________________


NOMINATION ACCEPTANCE BY THE NOMINEE

I hereby accept the nomination and agree to serve the office if elected.

Nominee’s Signature: ___________________________ Date____________


 

Indian Medical Association of
Southern California

 

Date: September …, 200…

Dear Nominee,

Congratulations on your nomination. As per IMASC Bylaws, you have five days from the date of this notice to withdraw your nomination.

Please complete the information below and fax this sheet to (….) ……….. and mail to IMASC nominations.

If you do decide to stay in the race and contest the election, please provide us with your Personal Profile as detailed below. “Candidate Profiles” shall be mailed to the IMASC members along with the ballots. If we do not receive your personal profile, a notation of “Not provided by the Candidate” shall be mentioned in the space assigned for you in the “Candidate Profiles”.

Thank you for your cooperation.

Sincerely,


…………………, MD
Chairperson
Nomination Committee

________________________________________________________________________


SEND BY FAX TO # ……………………. AND MAIL TO IMASC NOMINATIONS

Date: ______________________

IMASC Nominations
………………………… ..
……………… , CA ………..

Dear IMASC,

Re: Nomination Withdrawal/Acceptance
for the Indian Medical Association of Southern California (IMASC) 200….


‚ I hereby willfully and without any coercion withdraw my nomination for the position ________________________
of the IMASC for 200…..

‚ I have decided to stay in the race for the election for the position of ______________________________________ of the IMASC for 200…. I am sending you my Personal profile which includes:

• Bio-data: Name, Year of Graduation, Medical School of graduation, Specialty/subspecialty of practice, and Current professional position.

• A brief statement of no more than 100 words describing your
· Professional and organizational achievements.
· Goals and anticipated contribution to the IMASC.

Sincerely,

____________________________________________________

 

Indian Medical Association of
Southern California

 


Date: September 25, 200….

To: IMASC Members Contesting 200… Elections

From: Election Committee: …………….., MD, Election Officer; …………., MD, ………………, MD, and
………………., MD. ……………………., MD.

Subject: Election for the Contested Positions of the IMASC for 200…

Dear Colleague,

This is your official ballot for 200… IMASC elections. We would like you to use this opportunity to make yourself effectively heard and we hope the information provided shall assist you in making your decisions. As an eligible voting member, you are encouraged to exercise your right to vote and participate in shaping the future of the IMASC.

Please find enclosed the following:
· A Ballot (this sheet is the ballot)
· Candidate Profiles: Personal bio-data and a statement from each contesting candidate
· A self addressed stamped envelope

Instructions for Voting:
· Place a mark “X” in the box BEFORE the name of candidate of your choice with a pen.
Do not use pencil.
· Do not write anything else on the ballot.
· Do not send photocopy of this ballot. Do not fax this ballot.
· Do not write anything on the self addressed stamped envelope which is provided herewith. You must not use any other envelope to send your ballot.
· Ballots which do not follow these guidelines, as well as the usual and customary mail ballot rules may be invalidated.
· The decision of the Election Committee is final in all matters related to this election.
· The entire Ballot must be sent by US mail, post-marked on or before October 10, 200…, ……….day using the enclosed self addressed envelope.

_________________________________________________________________________
President Elect: (Vote for One)


_________________________________________________________________________

Secretary: (Vote for One)


_________________________________________________________________________

Treasurer: (Vote for One)


__________________________________________________________________________

Executive Committee: (Vote for Nine)










 

 

Indian Medical Association of
Southern California

PROXY FORM

INTRODUCTION

(A) A voting member, if unable to attend a duly called meeting in person, may give proxy to another member of the Committee to act and vote on his/her behalf. The proxy must be a written authorization and shall be valid for that particular meeting only. The proxy must be delivered to the chairperson of the meeting at the outset of the meeting. The voting member may revoke his/her proxy at any time before the meeting by delivering written notice to the meeting chairperson, or by appearing in person at the meeting.
(B) Each proxy shall be valid for a single meeting only.

ABOUT THE MEETING

Name of the meeting for which Proxy is given:

Date of the meeting:


INFORMATION ABOUT YOU

Name:

Member of which Committee:

Telephone Number:

I confirm that the person I have appointed as my proxy is able and willing to act and vote on my behalf.

Signature:

Date:


INFORMATION ABOUT YOUR PROXY

Name:

Member of which Committee:

Telephone Number:

I confirm that I am able and willing to be appointed as the applicant’s proxy.

Signature:

Date: