Download Copy of Constitution & Bylaws
The AMERICAN ASSOCIATION OF PHYSICIANS OF INDIAN ORIGIN (the “AAPI”) was formed to address a need for cohesive action on the part of physicians, dentists and other medical scientists, of Indian origin (as hereafter defined), residing in the United States of America (the “United States”). The AAPI was also formed to maintain the identity of this group of people, to provide a forum for scientific, educational, cultural, and charitable interaction among its members.
The term “Indian Origin” is used throughout these Bylaws in an ethnic sense regardless of birth place and is meant exclusively to pertain to persons whose ancestry, in whole or in part derives from India. The word “heritage” similarly, connotes ancestry.
ARTICLE I – OBJECTIVES
The AAPI is organized exclusively for scientific, educational, charitable, and cultural purposes. The objectives of the AAPI are as follows:
ARTICLE II – NATIONAL HEADQUARTERS
Section 2.1 - Site
The AAPI will maintain a National Headquarters at a site approved by the Governing Body, as hereinafter defined.
Section 2.2 - Staffing
The AAPI’s National Headquarters will be staffed by administrative support personnel as approved by the Governing Body, from time to time, the expenses for which shall be borne by the AAPI Operating Fund.
Section 2.3 - Executive Director/Chief Development Director
The AAPI’s President, in consultation with the Executive Committee, as hereinafter defined, may appoint an Executive Director or Chief Development Director to serve at the National Headquarters, who will oversee the day-today operations of the AAPI. He or she shall be an ex-officio member of the Executive Committee without voting rights. His or her compensation shall be set by the Executive Committee and will be paid from the general operating funds of the AAPI. He or she will discharge his or her responsibilities under the guidance and confidence of the President and the Executive Committee, who may terminate his or her services upon a majority vote, and in accordance with any contract, which may have been entered into with the Executive Director/Chief Development Director.
ARTICLE III – MEMBERSHIP
Sectin 3.1 – General
Membership in the AAPI shall be open to any physician or dentist or students of medicine, dentistry and human sciences of Indian origin in the United States who wish to promote the mission of the AAPI and make continuing contributions towards the goals of the AAPI.
Section 3.2 - Categories of Membership
Members shall be divided into the following categories:
A. ACTIVE MEMBERS:
Active members shall be Physician or Dentist who hold or at any time held (retired physicians) an unrestricted license to practice medicine in any state of the USA or any physician or dentist currently enrolled in Residency program in the USA:
1. Annual members who have paid the dues for previous year, and for current year by January 31st of such year;
2. Patron members (life members) admitted after a single payment of the Patron member dues assessed to them, by the Governing Body.
B. ASSOCIATE MEMBERS:
Associate members shall be those persons engaged in professions or career in the human sciences other than medicine and dentistry. Associate members are not entitled to vote or hold any elected office, but may be appointed to Committees for their professional expertise to serve AAPI. They are also eligible for certain benefits and services which are offered by AAPI to its membership.
C. MEDICAL STUDENTS, RESIDENTS AND FELLOWS (MSRF):
Residents, fellows, and students of medicine and dentistry, in approved training Programs in the United States, who wish to promote the mission of the AAPI, will be represented in the AAPI through the AAPI’s Medical Student/Resident section. Their participation will be governed in accordance with the Bylaws of the AAPI-MSR section, which will conform to the broad principles of the AAPI and as approved by the Executive Committee.
D. YOUNG PHYSICIANS (YPS):
Physicians who have completed their training and are in their first eight years of practice of medicine and who wish to promote the mission of the AAPI will be represented in the AAPI through the Young Physician section. Their participation will be governed in accordance with the Bylaws of the AAPI-Young Physician section, which will conform to the broad principles of the AAPI and as approved by the Executive Committee.
E. SPONSOR MEMBERS:
Industrial partners of AAPI who sponsor programs and activities of AAPI and satisfy criteria as set by the Executive Committee from time to time may be admitted as sponsor members for the duration of their sponsorship. Sponsor members are not entitled to vote or hold any elected office, but may be appointed to Committees for their professional expertise to serve AAPI. They are also entitled for various benefits and services which are offered by AAPI to its membership.
F. ALLIANCE MEMBERS:
Alliance members shall be spouses of Active members of AAPI. They will be non-voting members and cannot serve on any committee of AAPI. Alliance offers support for physician issues, publications and resources to support physician spouses and families.
G. OTHER MEMBERS:
The Governing Body may from time to time create other special categories of membership.
A. MEMBER ASSOCIATIONS:
a. Associations based on common characteristics such as state or region of domicile, specialty or medical school of graduation with at least fifty (50) paid active members consisting of physicians or dentists of Indian origin practicing in the United States) may become Member associations of the AAPI by paying one time life membership as assessed by the Governing Body. A second or subsequent organization representing the same or essentially the same region or other characteristic may not be admitted as a member association.
b. The Member Association shall comply with the qualification application process including proof of Its 50 members and corporate documents no later than the immediately preceding Governing Body meeting.
c. The Membership Committee upon verification of the new Member Association shall present its credentials to the Governing Body for final approval.
d. Failure to approve the Member Association at the Governing Body meeting does not disqualify the Member to re-apply for eligibility at the following Governing Body meeting.
e. Dues paid active Member associations in good standing will be represented in the Governing Body by their respective presidents or designees appointed for a specific Governing Body meeting. Such representatives must be active members of the AAPI during the period of representation, at the Governing Body.
B. AFFILIATE INTERNATIONAL MEMBER ASSOCIATIONS:
Any associations of Physicians of Indian Origin in other Countries can become affiliate International Association member of AAPI. Their membership shall be exempt from regular organization member of AAPI. Members of such organization shall not be entitled to vote during the AAPI meetings or hold office. President and President-Elect of such International Member Association will automatically become part of AAPI’s Global International Leadership Council.
C. Qualifications of Organizational Membership
An Association as described in Section 3.3A may attain membership in the AAPI provided that the applicant:
A. Subscribes to the objectives of the AAPI, abides by the Bylaws, rules and regulations, pays the prescribed fees and dues, and submits an application in the prescribed form.
B. Submits the following documents to AAPI office:
i. Letter of intent
ii. A copy of its Articles of Incorporation and Bylaws, and Certificate of Incorporation in good standing with the Secretary of State
iii. A complete application form with names, designations, address and contact numbers including email addresses of all its Officers and Directors.
iv. A complete roster of its membership including addresses and telephone numbers.
C. For an Association characterized by a region, the qualifications must be verified by the President of the Chapter/Association, and approved by the AAPI Regional Director for that region.
D. The Membership Committee shall then review the documents for approval and final recommendation to the Governing Body. For an Association with any other common characteristics, the application shall be reviewed by the Membership Committee for final approval.
E. Receives the final approval of its application for membership by a majority of vote of the Governing Body after due screening.
Section 3.4 – Revocation and Suspension
Removal from Office:
ARTICLE IV - ANNUAL CONVENTION
4.1 - Purpose
The Annual Convention shall serve as the Annual Meeting of the General Body and shall be held at the time determined by the Governing Body, provided however, that the Governing Body shall call for a meeting of the General Body not less than annually. The purpose of the Annual Convention is to bring together all the members once a year and to discuss issues of interest to physicians of Indian heritage in the United States.
4.2 Convention Site Selection and Advisory Committee
4.3 – Convention Chair
The AAPI President shall appoint the Convention Chair in consultation with the Executive Committee of the host chapter at least one year prior to the Annual Convention. The Governing Body must approve the Convention Chair’s appointment. Effective as of July 4th, 2016, the Chairman of the Convention Committee shall be a voting member of the Governing Body.
4.4 – Time
The Governing Body will determine the dates of the Annual Convention, after consultation with the Executive Committee and the Convention Chairman
4.5. The Chairperson of the Annual Convention of the AAPI shall not seek any elected position during his her term as Chairperson.
4.6. All AAPI Accounts including MSRF, YPS and Convention will be opened and maintained in the AAPI Headquarters.
4.7. Convention Finance Committee
ARTICLE V - CORPORATE ORGANIZATION AND MANAGEMENT
Section 5.1 - Components of the Corporate Body
The AAPI’s General Body shall be made up of all the members, the Governing Body, the Executive Committee and the Board of Trustees.
Section 5.2 - General Body
Subject to the AAPI’s Articles of Incorporation and these Bylaws, the General Body retains the ultimate authority of the AAPI.
i. Twenty percent (20%) of the voting members registered at the Annual Convention constitute a quorum for that meeting of the General Body. Once a quorum is 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.
ii. If, upon a quorum call, a quorum is not present as defined above, then the President may entertain motions to recess, adjourn, or adjourn to reconvene at a later date. (i.e. fix the time to which to adjourn). In addition, the President may arrange for a mail-in ballot to decide specific and urgent issues scheduled for consideration at that meeting. A simple majority of the returned ballots shall decide the issues, so long as not otherwise required by the Articles of Incorporation or the laws governing such matters.
iii. In case of an issue requiring immediate attention of the General Body, the Governing Body may authorize the Executive Committee to arrange for a mail-in ballot to be sent to all the voting members to decide specific issues which cannot wait until the next General Body Meeting. A simple majority of the returned ballots shall decide the issues, so long as not otherwise required by the Articles of Incorporation or the laws governing such matters.
Section 5.3 - Governing Body
The Governing Body is the main deliberative body of the AAPI for policy creation and acts on behalf of the General Body. Only those members of the Governing Body who are also Voting Members of the General Body as defined under Section 5.2 D may be eligible to vote at the Governing Body.
A. The Governing Body shall be composed of the Executive Committee, Members of the Board of Trustees, Chairs of all the Standing Committees, Chair of the Convention Committee as defined in Section 4.3 and the Presidents of all dues paid/paying member organizations. President of a dues paying member organization may designate a duly qualified (Section 5.2 D) representative to attend a specific Governing Body meeting by informing the secretary in writing at least two weeks before the scheduled date. This alternate representative must be from the same member organization and must be present in the meeting to vote. In absence of Chair of Standing committee, vice chair of standing committee can act as an alternate representative with voting rights. One person – One vote rule must be followed during all voting procedures. Only active voting members of the AAPI may be voting members of the Governing Body.
B. The Governing Body shall direct the policies of the Association. It may fill any vacancies in the Governing Body by appointment, in accordance with the provisions of the Articles of Incorporation and these Bylaws. It shall create all standing committees and set policy for their activities. The Governing Body shall set the membership dues for all categories of membership.
C. The Governing Body shall meet not less than four (4) times per year in regular session. Two such meetings shall occur during the Annual Convention and such meetings shall constitute the Annual Meetings of the Governing Body.
D. Special Meetings: The President may as he or she deems necessary or the Secretary shall, upon the written request of 20% of the voting members of the Governing Body can issue a call for a special meeting of the Governing Body.
E. A quorum for any meeting of the Governing Body shall consist of 60% of the Governing Body members registered at the respective meeting.
F. In addition, either the Governing Body or the Executive Committee may call a special meeting of the General Body or the Governing Body
G. Any member of the Governing Body who wishes to bring new business matters before the Governing Body meeting shall submit this business in writing to the Secretary, at least 30 days prior to the meeting of the Governing Body, for consideration by the Executive Committee as to include such new business on the agenda
H. Items not placed on the agenda by the Executive Committee for consideration at the Governing Body meeting may only be placed on the agenda during the Governing Body meeting upon the affirmative vote of at least a majority of the active members present.
I. The Governing Body can accept or reject (and refer back), any recommendations from the Bylaws Committee. It cannot pass any amended motions to change the Bylaws. The change will be reviewed by the Bylaws Committee, and presented again in the next Governing Body meeting.
J. All communication about Agenda and reports shall be notified to the Governing Body members via mail, email or fax at least 30 days before each Governing Body meeting.
Section 5.4 - Executive Committee
The Executive Committee commonly known as the Directors of Association shall be responsible to provide continuity for the organization by setting up a corporate and legal existence, and to represent the organization's point of view through interpretation of its products and services, and advocacy for them. It shall also provide leadership and execute policies as approved by the Governing Body and the General Body. All Executive committee members will sign conflict of interest policy of the AAPI.
A. The Executive Committee shall consist of the President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President, Presidents of the AAPI Medical Student Resident Section and the Young Physicians’ Section, the twelve Regional Directors and the Chair of the Board of Trustees. The Executive Committee shall have the authority to act for and on behalf of the AAPI in accordance with the policies set by the Governing Body.
B. Qualifications for the Executive Committee Members: Besides being current active dues paying members of the AAPI following candidates must meet the following requirements at the time of taking the office:
a. President Elect: The Vice President on completion of his/her term will automatically advance to position of President Elect.
b. Vice President: Shall be active member of AAPI for at least 5 years, shall have at least three years on the Governing Body, of which two year must have been on the Executive Committee or as the Board of Trustee and at least one year experience must be serving as Treasurer or Secretary of the AAPI.
c. Secretary: Shall be active member of AAPI for at least 5 years, shall have served three years on the Governing Body, out of which one year should be as a President of local/State/Alumni of dues paying member association of the AAPI or as a Regional Director or as a Board of Trustee.
d. Treasurer: Shall be active member of AAPI for at least 5 years, shall have served two years on the Governing Body out of which one year should be as a President of local/State/Alumni of due paying member association of the AAPI or as a Regional Director or as a Board of Trustee.
e. Regional Director: shall be active member of AAPI for atleast 3 years, with atleast one year experience as a Governing Body Member.
C. Contracts, deeds, documents and instruments shall be executed by the President and attested by the Secretary or the Treasurer.
D. Checks, notes, drafts, and demands for money shall be signed by the officer or officers 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 shall be signed by any two officers.
E. Only active members of the AAPI within the membership of the AAPI as described by Article III shall be eligible for nomination and election to these offices.
F. The Executive Committee shall meet not less than eight (8) times per year of which four (4) will be in- person meetings. One such meeting shall occur during the Annual Convention and such meeting constitutes the Annual meeting of the Executive Committee.
a. Special Meetings: The President, may as he or she deems necessary or the Secretary shall at the written request of members of the Executive Committee, issue a call for a special or emergency meeting of the Executive Committee.
b. Notice of every meeting of the Executive Committee excepting emergency meeting and the Annual Meeting for which no notice shall be required, shall be by mail, email or fax to each member of the Executive Committee, not less than seven (7) days prior to the meeting. All such notices shall be signed by the Secretary and shall specify the place, date and time for the meeting.
G. 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 5.5 - Board of Trustees
Qualification for Members of Board of Trustees: Besides being active members of AAPI for at least 5 years, the candidates must have served for two years on the Governing Body.
A. The Board of Trustees shall advise the AAPI regarding its fiscal welfare and operation of the AAPI. Except as otherwise provided in Article XIII, at the request of the Governing Body, the Board of Trustees may serve as a mediator to resolve disputes among the various office holders and committees and as a mediator; its decision shall be final and binding.
B. The Board of Trustees shall be made up of twelve persons as follows, subject to the completion of any term of office of any prior President of AAPI who were approved as Board of Trustees under prior Bylaws:
a. Nine trustees shall be elected from among the active members.
b. Three Trustee positions shall be filled each year to replace the three Trustees who completed their terms and retired.
c. The immediate past Chair of Board of Trustees and immediate past presidents of YPS and MSRF will serve on the Board of the Trustees as non-voting members for one year.
C. A Trustee term shall be for 3 years and cannot serve for more than two consecutive terms which is a total of six (6) years. Terms of no more than three (3) trustees shall expire in one year.
D. The Board of Trustees shall be the Trustees of any endowment funds to be created by the AAPI and will be the Internal Auditors for the AAPI and will be responsible for long range planning.
E. The Chair and Chair Elect of the Board of Trustees will be elected by and from among the Board of Trustees. The Chair Elect will be elected from among the second year Trustees at the Spring Governing Body Meeting. The Chair-Elect will assume the Chairmanship of the Board of Trustees at the following annual meeting.
F. Elected Board of Trustees member of AAPI will be eligible for nomination to official position on the Executive Committee of the AAPI after finishing the three years of term at the time of assuming the office.
a. The Chair of the Board of Trustees will be an ex-officio member of the Governing Body and the Executive Committee without voting rights.
b. The President shall be an ex-officio member of the Board of Trustees without voting rights.
c. The Board of Trustees shall meet not less than eight (8) times per year of which four (4) will be in- person meetings. One such meeting shall occur during the Annual Convention and such meeting constitutes the Annual meeting of the Board of Trustees. All meetings other than those conducted at the Annual Convention shall require at least seven (7) days advance written notice by mail, email or fax. All such notices shall be signed by the Chair or Chair-Elect and shall specify the place, date and time of meeting.
Section 5.6 – Meeting Protocol
All meetings of the General Body, the Governing Body, the Executive Committee and the Board of Trustees, (each a “Corporate Body Component”), shall be conducted in accordance with Section 7(A). No member of any such Corporate Body Component may bring an advisor or other such member to a meeting, without the prior written consent of the chairperson or presiding officer of such Corporate Body Component. Upon the written request signed by at least three (3) members of any Corporate Body Component, the proceedings of any meeting may be recorded and made available to any member of such Corporate Body Component.
ARTICLE VI - DUTIES OF OFFICERS
No elected Executive Committee officer shall serve more than two consecutive terms in the same office. A term of Executive Committee office will be one year.
Section 6.1 – President
Section 6.2 - President Elect
Section 6.3 – Immediate Past President
Upon completion of his or her term as President, the immediate past president shall become the Chair of the Nomination Committee and shall serve in such position for one (1) year.
Section 6.4 - Vice President
The Vice President shall assist the President, President Elect, Treasurer and Secretary as needed at the direction of the President.
Section 6.5 – Secretary
The Secretary shall:
Section 6.6 – Treasurer
Unless otherwise directed by the Governing Body, the Treasurer will be the sole fiscal officer and the only authorized person empowered to have custody of the financial accounts of the AAPI, subject to audit powers of the Board of Trustees, the Executive Committee, the Governing Body and any outside auditors the AAPI may select.
The Treasurer shall:
Section 6.7 - Regional Directors
There shall be twelve (12) Regional Directors, one from each designated region of the United States elected by the voting members of each respective region.
The Regions are:
1. Pacific; 2. Mountain; 3. Northwest Central;
4. Southwest Central; 5. Northeast Central-1; 6. Northeast Central-2;
7. Southeast Central; 8. New England; 9. Mid-Atlantic-1;
10. Mid-Atlantic-2; 11. South Atlantic; 12. South;
1. Pacific (the Pacific region will consist of Alaska, California, Hawaii, Oregon and Washington)
2. Mountain (the Mountain region will consist of Arizona, Colorado, Idaho, Montana, Nevada, New Mexico, Utah and Wyoming)
3. Northwest Central (the Northwest Central Region will consist of Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota)
4. Southwest Central (the Southwest Central Region will consist of Arkansas, Louisiana, Oklahoma and Texas)
5. Northeast Central -1 (the Northeast Central – 1 region will consist of Illinois, Indiana, and Wisconsin)
6. Northeast Central II (the Northeast Central –II region will consist of Michigan and Ohio)
7. Southeast Central (the Southeast Central region will consist of Alabama, Kentucky, Mississippi and Tennessee)
8. New England (the New England Region consist of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont)
9. Mid Atlantic – 1 (the Mid- Atlantic -1 region consist of New York)
10. Mid Atlantic –II ( the Mid Atlantic –II region consist of New Jersey and Pennsylvania)
11. South Atlantic (the South Atlantic region will consist of Delaware, District of Columbia, Maryland, Virginia and West Virginia);
12. South (the South region will consist of North Carolina, South Carolina, Georgia and Florida).
Each shall, in addition to representing the respective region in the Governing Body:
a. Coordinate the activities of the member associations, and individual members in his or her respective region;
b. Act as a liaison between members in the region and the Executive Committee;
c. Assist the Chair of the Membership Committee to increase and retain membership of the AAPI in his or her region; and
d. Report to the Governing Body regarding the activities in his or her region, at its regular meetings.
e. If a Regional Director is unable to complete his or her term due to ill health, death or any other reason, the President will appoint, with approval of the Executive Committee, an interim Regional Director to fulfill the duties of the unexpired term.
f. Review appropriate documents submitted by a Chapter Association to enroll as a new chapter. The qualifications must be attested and submit to the Membership Committee after verifying the documents and ensure that there is no second or subsequent organization representing the same or essentially the same region or other characteristics.
ARTICLE VII - GENERAL BODY MEETINGS AND AGENDA
A. Robert's Rules of Order shall be used to govern all meetings of the AAPI in all cases where they are applicable, except where they are inconsistent with the Articles of Incorporation, or these Bylaws.
B. The Executive Committee will announce the date of the general body meeting and the venue no less than (60) sixty days prior to the meeting. Agenda of the general body meeting will be publicized to the general body electronically and placed on the AAPI website thirty days in advance.
C. Any member who wishes to bring new business matters before the General Body meeting shall submit this business in writing to the Secretary of AAPI, at least forty five (45) days prior to the meeting of the General Body, for consideration by the Executive Committee as to whether to include such new business on the agenda.
D. Items submitted as stipulated in section C of this article and 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 upon the affirmative vote of at least a majority of the active members present.
E. Time shall be provided at each meeting for members to introduce a question, which when approved by a majority, would be placed on the agenda for future discussion during subsequent meetings.
F. Voting members of the general body will be credentialed and will have to be present to vote.
ARTICLE VIII: COMMITTEES
Section 8.1 - Committee Nomenclature
The term of each Standing Committee shall be one year. The following shall be the standing committees:
1. Academic Affairs & Scientific Research Committee;
2. Alumni Committee;
3. Constitution and Bylaws Committee;
4. Awards Committee;
5. Charitable Foundation Committee (the “Charitable Foundation”);
6. Continuing Medical Education Committee;
7. Convention Advisory and Site Selection Committee;
8. Ethics and Grievances Committee;
9. Legislative Affairs Committee;
10. Liaison Committee/Graduate Medical Education (GME);
11. Membership Committee;
12. Nomination Committee;
13. Publications Committee;
14. Information Technology Committee;
15. Women Physician’s Committee;
Section 8.2 - Committee Chair
The term of office for each Committee Chair will be one year. The President may renew terms of office through reappointment, with the concurrence of the Governing Body. If chair’s term is not renewed through reappointment, he or she will continue in committee for one additional term as a regular voting member of the committee. All committee chairs will sign conflict of interest policy of AAPI. The Chair of each committee shall be appointed by the President Elect and approved by the Governing Body at the spring meeting just preceding the year for which the appointments are made. The President shall be an ex-officio member of all the committees, except the Nomination Committee.
Section 8.3 - Committee Membership
Members of each standing committee, except the Nomination Committee, shall be recommended by the Chair of each Committee and will be appointed by the President. Members and chairs of all standing committees shall be Voting Members of the General Body as defined under Section 5.2 D. Persons or entities not eligible for AAPI membership may be appointed as non-voting advisors to committees because of their expertise or any special value they bring to the committee.
Section 8.4 - Quorum
A majority of the members of any committee shall constitute a quorum for any meeting of each respective committee.
Section 8.5 - Minutes of Committee Proceedings
Each committee shall submit the minutes of its meeting to the Secretary within ten (10) days after the meeting.
Section 8.6 – Academic Affairs & Scientific Research Committee
The Committee shall:
Section 8.7 – Alumni Committee
Section 8.8 – Constitution and Bylaws Committee
Section 8.9 - Awards Committee
The Awards Committee shall:
Section 8.10 – Charitable Foundation
Section 8.11 - Continuing Medical Education Committee
Section 8.12 - Ethics and Grievances Committee
Section 8.13 – Legislative Affairs Committee
Section 8.14 – Liaison/Graduate Medical Education Committee
The Liaison Committee shall:
Section 8.15 - Membership Committee
Section 8.16 - Nomination Committee
1. Past President (Chair)
2. President Elect
3. Five members elected at the Fall Governing Body, each representing member associations, Alumni and Specialty associations and two members-at-large.
4. Interested eligible members shall give their names in writing to the Secretary two weeks prior to the commencement of the Fall Governing Body meeting and may not be necessarily present at the meeting. The Governing Body shall then appoint the members at its Fall meeting.
i. Vice President
iv. Board of Trustees
v. Regional Directors
i. Standing in the community and the AAPI.
ii. Commitment to the goals of the AAPI.
iii. Further, for the following positions each and every candidate must have completed serving, at the time of taking the office, the following additional requirements:
· Vice President: Refer to Section 5.4.A.2
· Secretary: Refer to Section 5.4.A.3
· Treasurer: Refer to Section 5.4.A.4
· Trustee: Shall have served two years on the Governing Body.
iv. Willingness of the candidate to devote time and effort to the work of the AAPI
Section 8.17 - Publications Committee
A. Publications Committee shall consist of at least five (5) members. The President will appoint the Chair of the Committee with the approval of the Governing Body.
B. The Committee will be charged with the responsibility to publicize the purpose and activities of the AAPI, as well as overseeing the designing, editing, printing and mailing of the “AAPI Journal” at least four times a year or as otherwise directed by the Executive Committee.
Section 8.18 – IT Committee
This committee shall research and establish a web presence for the AAPI, and subsequently establish web-based software applications to simplify and streamline administration and improve collaboration within AAPI. This committee will also help with the decision-making involved in the selection and purchase/rental of software and equipment such as LCD’s, computers, audience response systems, etc.
· Maintain the AAPI website with content provided by the Executive Committee and AAPI Office
· Explore opportunities to generate revenue for AAPI via web advertising
· Help support local chapters establish a web presence
· Develop back office modules to help support AAPI office daily tasks
Section 8.19 – Women Physician’s Committee
Mission: To promote networking and career development among women physicians of Indian origin.
· Increase participation of Indian women physicians in AAPI.
· Promote women’s health issues.
· Enhance women physicians’ leadership skills.
· Provide resources to members on women physicians’ issues
ARTICLE IX – DUES
Section 9.1 - Determination of Annual Dues
Annual dues for all categories of membership shall be determined by the Governing Body and approved by the General Body during the Annual meeting.
Section 9.2 – Exemptions
· Student members shall not be required to pay dues and shall not have any voting rights.
· Residents and Fellows will be assessed nominal dues as approved by the Governing Body with voting rights as per section 3.1A.
Section 9.3 - Patron Members
General: The Governing Body will set the dues for Patron members. The monies so generated shall remain in an escrow account controlled by the Board of Trustees. The Board of Trustees shall give 4% of the total patron fund each year on July 1st in one installment to be used for the AAPI operational accounts. The Board of Trustees may disburse further funds only under exceptional circumstances, and with the agreement of the Governing Body and a majority vote of the Board of Trustees and Executive Committee.
Privileges and responsibilities of patron members:
Patron’s membership in the AAPI represents a lifelong commitment to the cause and goals of the AAPI.
ARTICLE X – ELECTIONS
Section 10.1: Eligibility Criteria for the Voters in AAPI Elections:
i. All patron Members of AAPI as of January 31st of the year.
ii. All Annual Members as of January 31st, if they were dues paid members as of July 31 of the preceding year.
iii. One vote per member
Section 10.2: Call for Nominations
A. The Nomination Committee shall invite nominations from the entire voting membership via any mode such as postal-mail, e-mail, faxes, telephone or the AAPI Journal or similar publication for all open positions on the Executive Committee and Board of Trustees listed in Article V Section 5.4.and 5.5 on or before December 31 of the preceding year.
B. Any current dues paying member of the AAPI can make nominations on behalf of a candidate to the Chair of the Nomination Committee. Nominations must be seconded by another member. Candidates shall include a written statement of acceptance and also to serve the office if elected, along with a signed disclosure form
C. A candidate may file nomination and contest for only one position in any given election. Members are prohibited from nominating more than one candidate for any given position. No nominations will be allowed after the 4:00 PM CST on January 31 dead line date
D. The Executive Committee may levy a Filing Fee against all the Nominees. The Governing Body shall approve the amount. Nomination fee should reach AAPI office along with completed application on or before the deadline of January 31 before 4:00 PM (CST) by check or written credit card information.
E. All the candidates are required to have valid unrestricted license to practice in USA and Sign following
a. Attestation of questions & nominations papers
b. Authorization & Consent for verification & release of information
c. Statement of acceptance
d. Candidates agreement for binding arbitration of election disputes as approved by the Governing Body
e. AAPI Code of Conduct
Section 10.3 - Announcement of the Slate of Candidates
Section 10.4 - The Election Process
Section 10.5: - Recount of Election Ballots:
Section 10.6 – Resignation or Death or Removal or Vacancy created by any situation of Elected or Nominated Officials; Lack of nominee or unqualified nominee for any position
ARTICLE XI - AMENDMENTS AND ADOPTION
Section 11.1 – Amendments
All or any amendments to these Bylaws can only be amended by following procedures described in these articles and simple majority of mail in ballot received as described in Section 5.2.E.3 and or the changes to the bylaws shall be posted on the website of AAPI and only the applicable Section of the Bylaws as Amended shall be mailed out to the General Membership for approval or AAPI may use electronic ballot as approved by the Governing Body.
Article XII: INDEMNIFICATION
AAPI shall, to the fullest extent authorized or permitted by the Michigan Non-Profit Corporation Act (the “Act”) or other applicable law, as the same presently exists or may hereafter be amended, indemnify a member of the Governing Body, Board of Trustees, Executive Committee, director or officer (the “Indemnitee”) who was or is a party to or is threatened to be made a party to a threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, other than an action by or in the right of AAPI, by reason of the fact that he or she is or was a member of the Governing Body, Board of Trustees, Executive Committee, officer, director, employee, non-director volunteer or agent of AAPI, or is or was serving at the request of AAPI as was a member of the Governing Body, Board of Trustees, Executive Committee, officer, director, employee, non-director volunteer or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses, including attorneys’ fees, judgments, penalties, fines, and amounts paid in settlement actually and reasonable incurred by the Indemnitee in connection with the action, suit, or proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the AAPI. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or its equivalent, does not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of AAPI, and with respect to any action or proceeding, had reasonable cause to believe that the conduct was lawful.
SECTION 12.2 INDEMNIFICATION OF GOVERNING BODY, BOARD OF TRUSTEES, AND
EXECUTIVE COMMITTEE: CLAIMS BROUGHT BY OR IN THE RIGHT OF AAPI.
AAPI shall, to the fullest extent authorized or permitted by the Act or other applicable law, as the same presently exists or may hereafter be amended, indemnify an Indemnitee who was or is a party to or is threatened to be made a party to a threatened, pending, or completed action, or suit by or in the right of AAPI to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a member of the Governing Body, Board of Trustees, Executive Committee, officer, director, employee, non-director volunteer or agent of AAPI, or is or was serving at the request of AAPI as a member of the Governing Body, Board of Trustees, Executive Committee, officer, director, partner, trustee, employee, non-director volunteer or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, against expenses, including actual and reasonable attorneys’ fees, and amounts paid in settlement incurred by the Indemnitee in connection with the action or suit, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of AAPI. However, indemnification under this Section shall not be made by a claim, issue, or matter in which the Indemnitee has been found liable to AAPI unless and only to the extent that the court in which the action or suit was brought has determined upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for the expenses which the court considers proper.
SECTION 12.3 ACTIONS BROUGHT BY THE INDEMNITEE.
Notwithstanding the provisions of Sections 12.1 and 12.2 of this Article, AAPI shall not indemnify an Indemnitee or any member in connection with any action, suit, proceeding or claim (or part thereof) brought or made by such Indemnitee; unless such action, suit, proceeding or claim (or part thereof) (i) was authorized by the Governing Board of the AAPI.
SECTION 12.4 APPROVAL OF INDEMNIFICATION.
An indemnification under Sections 12.1 or 12.1 of the Article, unless ordered by a court, shall be made by the AAPI as authorized in the specific case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct as set forth in Sections 12.1 or 12.2 of this Article. This determination shall be made promptly in any of the following ways:
A. By a majority vote of a quorum of the Governing Body who were not parties to the action suit, or proceeding.
B. By independent legal counsel in a written opinion.
SECTION 12.5 ADVANCEMENT OF EXPENSES.
Expenses incurred in defending a civil or criminal action, suit, or proceeding described in Sections 12.1 or 12.2 of this Article shall be paid by AAPI in advance of the final disposition of the action, suit or proceeding upon receipt of any undertaking by or on behalf of the Indemnitee to repay the expenses if it is ultimately determined that the Indemnitee is not entitled to be indemnified by AAPI. The undertaking shall be by unlimited general obligation of the person on whose behalf advances are made, but need not be secured.
SECTION 12.6 PARTIAL INDEMNIFICATION.
If an Indemnitee is entitled to indemnification under Sections 12.1 or 12.2 of this Article for a portion of expenses including attorney’s fees, judgments, penalties, fines and amounts paid in settlement for which the Indemnitee is entitled to be indemnified.
SECTION 12.7 INDEMNIFICATION OF EMPLOYEES, NON-DIRECTOR VOLUNTEERS AND
Any person who is not covered by the foregoing provisions of this Article and who is or was an employee, non-director volunteer or agent of AAPI, or is or was serving at the request of AAPI as a trustee, director, officer, employee, non-director volunteer or agent of another foreign or domestic corporation, business corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not for profit, may be indemnified to the fullest extent authorized or permitted by the Act or other applicable law, as the same exist or may hereafter be amended, but in the case of any such amendment, only to the extent such amendment permits AAPI to provide broader indemnification rights than before such amendment, but in any event only to the extent authorized at any time or from time to time by the Governing Body.
SECTION 12.8 OTHER RIGHTS OF INDEMNIFICATION.
The indemnification or advancement of expenses provided under Sections 12.1 to 12.7 of this Article is not exclusive of other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation, these bylaws, or a contractual agreement. However, the total amount of expenses advanced or indemnified from all sources combined shall not exceed the amount of actual expenses incurred by the person seeking indemnification or advancement of expenses. The indemnification provided for in Sections 12.1 to 12.7 of this Article continues as to a person who ceases to be a Member of the Governing Body, Board of Trustees, Executive Committee, Director, officer, employee, non-director volunteer or agent and shall inure to the benefit of the heirs, executors, and administrators of the Indemnitee.
SECTION 12.9 LIABILITY INSURANCE.
AAPI shall have the power to purchase and maintain insurance on behalf of any person who is or was a Member of the Governing Body, Board of Trustees, Executive Committee, director, officer, employee, non-director volunteer or agent of AAPI, or is or was serving at the request of AAPI as a trustee, director, officer, employee, non-director volunteer or agent of another corporation, business corporation, partnership, joint venture, trust or other enterprise against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person's status as such, whether or not AAPI would have the power to indemnify the person against such liability under the provisions of the Act.
SECTION 12.10 CONTRACT WITH AAPI.
The right to indemnification conferred in this Article shall be deemed to be a contract between AAPI and each Member of the Governing Body, Board of Trustees, Executive Committee, director, officer, employee, non-director volunteer or agent who serves in any such capacity at any time while this Article is in effect, and any repeal or modification of any such law or of this Article shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. In the event this Article is repealed or modified, AAPI shall give written notice thereof to the Members of the Governing Body, Board of Trustees, Executive Committee, director, officer, employee, non-director volunteer or agent directors and officers and any such repeal or modification shall not be effective for a period of sixty (60) days after such notice is delivered.”
SECTION 12.11 This Amendment shall be governed by and construed in accordance with the laws of the State of Michigan.
Article XIII: ARBITRATION
Any controversy or claim arising out of or related to the Bylaws, including but not limited to claims as a result of any election provided for in these Bylaws, will be settled by binding arbitration conducted in AAPI Head Office in Oak Brook, Illinois, before one arbitrator in accordance with the Commercial Rules of Arbitration with JAMS commonly known as Judicial Arbitration and Mediation Services (JAMS) www.jams.com. Arbitration may only be commenced after exhaustion of the mediation process set forth in Section 13.4 and any other internal dispute procedures that may be adopted from time to time by the Governing Body. The arbitration award may be entered as a final judgment in any court of competent jurisdiction and shall be enforceable by such court. Notwithstanding the applicability of other laws or any other provision of these Bylaws the Federal Arbitration Act will apply to the construction and interpretation of this arbitration provision. The arbitrator may award recovery of all costs and fees (including attorney fees, administrative fees, arbitrator fees and court costs) to the prevailing party such as, for example, injunctive relief. By virtue of being a member of AAPI, each member waives any and all rights to bring action for judicial or injunctive relief with respect to any provision of the Bylaws or the conduct of the activities by AAPI by its Officers, Members of the Executive Committees, Members of the Board of Trustees or the Governing Body. Upon demand by AAPI, any action commenced in the court of law shall be immediately dismissed by a member and failure to do so shall result in the member paying all fees and cost for such actions to AAPI.
Prior to commencing any process to arbitration, a person must tender to the President or President Elect their written resignation as a member of AAPI and must resign from any offices or other positions they hold within AAPI. At the time of commencement of any such arbitration, the person so commencing such action must pay to AAPI a nonrefundable fee of $30,000 to help defray AAPI’s time and costs, even if AAPI is not a named party in such action. Failure to pay such fees at the time of the Notice of the Claim, shall be summary dismissal of the claim for Arbitration with JAMS.
Any candidate for any elected position provided for in these Bylaws, as a condition of being recognized as a candidate, must sign the AAPI Code of Conduct and Affidavit for AAPI Election Candidate as may be adopted from time to time.
Any controversy or claim arising out of or relating to these Bylaws or any related agreement or any of the transactions or elections contemplated by these Bylaws will be subject to the following procedure before arbitration may be commenced: (1) a representative of each of the parties, including the complainant, AAPI and any other party affected by the controversy or claim will meet to discuss and attempt to resolve the controversy or claim and such meeting shall occur in person at AAPI Head Office in Oak Brook, Illinois, within thirty (30) days of any party giving written notice of a controversy or claim to another party; (2) if the controversy or claim is not resolved as contemplated by clause (1), within ten (10) days or a reasonable time therein after such meeting, each party will, by mutual consent, select a qualified mediator from Chicago Bar Association, Attorney Mediation Panel to mediate such controversy or claim, provided that this mediation will not be binding on any of the parties; If the parties fail to reach a consensus as to the neutral mediator, than the parties shall ask the Director of Chicago Bar Panel to appoint the most qualified mediator in the subject area. Each party shall share the cost and the fees of mediator equally; and (3) if the controversy or claim is not resolved as contemplated by clauses (1) and (2), the parties will have such rights and remedies as are available under these Bylaws or, if and to the extent not provided for in these Bylaws, are otherwise available.
Article XIV: DISSOLUTION OF THE ASSOCIATION
If the Association ceases to function or if the Executive Committee and the Board of Trustees feel that the Association is no longer able to fulfill its original ideals and objectives as outlined in this constitution, then the Association may be dissolved as follows:
i) The Executive Committee shall circulate a notice of the intent of the dissolution of the Association to all dues paying members of the Association.
ii) Not more than Sixty days after such a notice is circulated, a special General Body Meeting shall be called and the motion for the dissolution of the Association shall be placed before the General Body. If the motion is passed by a two-third (2/3) majority vote of all dues paying members of the Association present at the meeting, then the Association shall be dissolved.
This document was prepared on June 28, 2016 and adopted by the members through mail in ballot.