BY-LAWS Of AAPI OF QUEENS AND LONG ISLAND, INC.
(A NOT-FOR-PROFIT-CORPORATION) Preamble
Whereas, the need exists for cohesive action on the part of physicians of Indian heritage residing or working in the queens and long Island of New York; It is hereby resolved that the AAPI of Queens and Long Island, Inc. (the “Association”) is formed to maintain the identity of such groups of people and to provide a forum for scientific, educational, cultural, charitable and social interaction among its members. The term “Indian” is used throughout these By-Laws in an ethnic sense and is meant to pertain exclusively to the India. The word “Heritage” similarly connotes ancestry.
ARTICLE I (Offices)
The principal office of the Association shall be in the Queens and/or Long Island, State of New York.
ARTICLE II (Objectives)
1. The objectives of the Association shall be:
- To bring together individuals and organizations of physicians of Indian heritage practicing/residing in Queens, Nassau and Suffolk County of the State of New York under one organization to work towards a common goal with the American Association of Physicians of Indian Origin.
- To assist medical students and physicians in scientific training in the United States.
- To conduct seminars and other educational programs, to acquaint members of new scientific developments in the field of medicine.
- To support and foster the availability of medical assistance to indigent people.
- To make contributions to organizations that qualify as an exempt organization under section 501(3(c) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States internal revenue law.
- To provide mutual understanding and cooperation between the Associations and other medical societies in the United States and abroad.
- To maintain a directory of Physicians of Indian Origin in the Counties of Queens, Nassau and Suffolk.
- To provide such other services as the members deem appropriate from time to time.
- The Association is organized exclusively for scientific, educational, cultural and charitable purposes.
ARTICLE III (Membership)
- 1. Membership in the Association shall be open to any Physician of Indian heritage studying or training in the United States in the area of Medicine.
- 2. Members shall be divided into the following categories:
- Active Members: Active members shall be individual members of the Association as provided for by resolutions duly adopted by the Board of Trustees of the Association or by such rules and regulations as may be prescribed by the Board of Trustees. Active members shall consist of Life Members who shall pay one lump sum amount as dues as set by the Board of Trustees. The monies so generated from Life Members shall remain in a fund controlled by the Board of Trustees. The interest from this fund may be utilized for day-to-day operations of the Association, but the principal shall remain a permanent asset for the Association and can be disbursed only under exceptional circumstances with the agreement of the 2/3 vote of the Board of Trustees.
- Student Members: Student Members shall be of Indian heritage who are medical students in an approved medical school. They shall not pay any dues or vote.
- 3. The Board of Trustees may from time to time create other categories of membership. The eligibility, dues and qualification for membership, and the manner of admission into membership shall be prescribed by resolutions, duly adopted by the Board of Trustees.
- 4. Such resolutions adopted by the Board of Trustees may prescribe, with respect to all members, the amount and manner of imposing and collecting any initiation fees, dues or other fees assessments, fines and penalties, the manner of suspension or termination of membership and reinstatement of membership and the rights, liabilities and other incidents of membership. A member may be expelled from the Association for failure to abide by the By-Laws, all rules and regulations prescribed there under or for the acts which are detrimental to the best interest of the Association.
- 5. The right or interest of a member shall not terminate except upon the happening of any of the following events: death, resignation, expulsion from the Association or dissolution or liquidation of the Association.
ARTICLE IV (Meetings of Members)
- 1. The annual meeting of members of the Association shall be held once a year on such date or dates as fixed by the Board of Trustees and or executive committee. Special meetings of members may be held on such date or dates as may be fixed by the Board of Trustees from time to time or by the members on such date or dates as may be permitted by law.
Any annual or special meeting of members may be held at such place within or without the State of New York as the Board of Trustees may from time to time fix. In the event that the Board of Trustees shall fail to fix such place or time, or in the event that members call or convene a special meeting in accordance with law, then, in such event, such meeting shall be held at the principal office of the Association.
- 2. Any special meeting of members may be called by The Board of Trustees or by any officer of the Association instructed to do so by the Board of Trustees, except to the extent that the Trustees may be required by law to call a meeting and shall be called by the Secretary of the Association on behalf of the members when required to do so.
- 3. Notice stating the place, day and hour of the meeting shall be given for all meetings. Such notice shall state the person or persons calling the meeting. Notices of a special meeting shall state the purpose or purposes for which the meeting is called. At a special meeting, only the business stated in the notice of meeting may be transacted.
- 4. A notice of meeting shall be given either personally, email, or by first class mail not less than ten (10) days and no more than one year before the date of the meeting, to each member at his address recorded on the records of the Association, or at such other address which the member may have furnished in writing to the Secretary of the Association. Notice shall be deemed to have given when deposited pre-paid in a post office or other official depository under the exclusive jurisdiction of the United States Postal Service. Any meeting of members may be adjourned from time to time. In such event it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned. In the event that the Board of Trustees fixes a new record date for an adjourned meeting, a new notice shall be given, in the same manner as herein provided. No notice need be given to any member who executes and delivers a waiver of notice before or after the meeting. The attendance of a member, in person at the meeting without protesting the lack of notice of a meeting, shall constitute a waiver of notice by such member. At every meeting of members, there shall be presented a list or record of members as of the record date, certified by the officer responsible for its preparation, and upon request therefore, any member who has made written notice to the Association, which “request shall be made at least ten days prior to such meeting shall have the right to inspect such list or record at the meeting. Such list shall be evidence of the right of the person to vote at such meeting, and all persons who appear on such list or record of members, may vote at such meeting.
- 5. At every meeting of members, there shall be presented a list or record of members as of the record date, certified by the officer responsible for its preparation, and upon request therefore, any member who has made written notice to the Association, which request shall be made at least ten (10) days prior to- such meeting shall have the right to inspect such list or record at the meeting. Such list shall be evidence of the right of the person to vote at such meeting, and all persons who appear on such list or record of members, may vote at such meeting.
- 6. The Board of Trustees may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Association. Such membership certificate, card or other instrument shall be non-transferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Trustees and may bear the seal of the Association or a facsimile thereof.
- 7. At each annual meeting of members, the Board of Trustees shall present an annual report. Such report shall be filed with the records of the Association and entered into the minutes of the proceedings of such annual meeting of members.
- Meetings of the members shall be presided over by the following officers in order of seniority. President, President-Elect, Vice President, or, if none of the foregoing is in office or is present at the meeting, by a chairman to be chosen by a majority of the members in attendance. The Secretary of the Association shall act as Secretary of every meeting. When the Secretary is not available the chairman may appoint a Secretary of the meeting. The order of business at all meetings of members shall be as follow:
- Roll Call.
- Reading of the minutes of the preceding meeting.
- Report of standing committees.
- Officer’s reports.
- Old business.
- New Business.
- 8. No member may act for another by proxy at any meeting.
- 9. The Board of Trustees may, but need not, appoint one or more inspectors to act at any meeting or any adjournment thereof. If inspectors are not so appointed, the presiding officer of the meeting may, but need not, appoint inspectors. Each appointed inspector shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of memberships outstanding, the voting power of each, the number of memberships represented at the meeting and the existence of a quorum. The inspectors shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote of all members. The inspectors shall make a report in writing of all matters determined by them with respect to such meeting.
- 10. Except as provided by law, one-third of the members entitled to vote shall constitute a quorum at a meeting of members for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum. Each member shall be entitled to one vote. In the election of Trustees, a plurality of the votes cast shall elect. Except to the extent provided by law, all other action shall be by a majority of the votes cast. Whenever the vote of members is required or permitted, such action may be taken without a meeting on the written consent setting forth the action taken signed by all the members entitled to vote.
- 11. The Board of Trustees shall fix a record date for the purpose of determining members entitled to notice of, to vote, to express consent or dissent from any proposal without a meeting, to determine members entitled to receive distributions or allotment of rights, or for any other proper purpose. Such record date shall not be more than 50 days nor less than 10 days prior to the date of such meeting or consent or the date on which any distribution or allotment of rights, as the case may be, is to be made. In the event no record date is fixed, the record date for the determination of members entitled to vote at a meeting of members shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. The record date for determining members for any purpose other than that specified in the preceding- sentence shall be the close of business on the day on which the resolution of Trustees relating thereto is adopted. Establishment of a record date shall apply to any adjournment of any meeting, unless a new record date is fixed by the Board of Trustees for such adjourned meeting
ARTICLE V (Board of Trustees)
- 1. Each Trustee shall be an active member of the Association during his Trusteeship.
- 2. Annually there shall be an election for each Trustee whose term is expiring. Each Trustee shall hold office for one year and until his successor has been duly elected and qualified or until his prior resignation or removal as hereinafter provided.
- 3. The Board of Trustees shall consist of the following eleven members: President, President-Elect, two other persons who are past Presidents and seven other persons not otherwise holding a trusteeship.
- 4. The Board of Trustees shall govern and direct the activities of the Association.
- 5. Any or all members of the Board of Trustees may be removed with or without cause by 2/3 vote of the members of the Association. The Board of Trustees may remove any Trustee for cause only by majority vote.
- 6. A Trustee may resign at any time by giving written notice to the chairman of the Board of Trustees or to the designated officer of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon acceptance by the Board of Trustees.
- 7. Newly created trusteeships or vacancies in the Board of Trustees caused by vote of the Trustees may be filled by a vote of a majority of the Board of Trustees then in office, although less than a quorum. Vacancies occurring by reason of the removal of a Trustee without cause shall be filled by a majority vote of the members. A Trustee elected to fill a vacancy caused by resignation, death, or removal shall be filled by a vote of a majority of the Board of Trustees then in office for the unexpired term of his/her predecessor.
- 8. he annual meeting of the Board of Trustees shall be held immediately prior to the annual meeting of members. All other meetings shall be held at such time and place as shall be fixed by the Board of Trustees from time to time.
- 9. No notice shall be required for regular meetings
of the Board of Trustees for which the time and place have been fixed. Special meetings may be called by or at the direction of the chairman Board of Trustee, or by a majority of the Trustees then in office.
- 10. Written, oral, or any other method of notice of the time and place shall be given for special meetings of the board of Trustees in sufficient time for the convenient assembly of the Board of Trustees. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a meeting may be waived by any Trustee who signs a waiver of notice before or after the meeting or who attends the meeting without pretesting the lack of notice to him/her.
- 11. Unless otherwise provided herein, a majority of the entire members of the Board of Trustees shall constitute a quorum. At any meeting held to remove one or more Trustees, a quorum shall consist of 2/3rd of the Trustees. Whenever a vacancy on the Board of Trustees shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Trustees excluding the vacancy. A majority of the Trustees present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By-Laws, the act of the Board of Trustees shall be by a majority of the Trustees present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the Trustees entitled to vote thereon and filed with the minutes of the Association shall be the act of the Board of Trustees with the same force and effect as if the same had been passed by unanimous vote at duly called meetings of the Board.
- 12. At the annual meeting of the Board of Trustees, the Chairman of the Board shall be elected by a majority vote of the Board of Trustees. The Chairman of the Board shall preside at all meetings of the Board of Trustees.
ARTICLE VI (Executive Committee)
- 1. The Executive Committee shall consist of the President, President-Elect, Vice President, Secretary, Treasurer, all Chairpersons of standing committees and eleven other members collectively called Members at large) nominated by the nomination committee and elected by the Members. Each member elected to the Executive Committee, shall hold such position for one (1) year. Any elected member to the Executive Committee may be removed with or without cause by 2/3 members of the Association. Any executive member may also be removed for absence for three consecutive meetings without cause. Vacancies occurring on the Executive Committee may be filled by a majority vote of the Board of Trustees. Chairpersons of standing committees shall not have any vote on the Executive Committee.
- 2. The Executive Committee shall meet once each month at such time and places as the President may determine. The President shall be the presiding officer of the Executive Committee.
- 3. The Executive Committee, subject to the provisions of these By-laws, and the Board of Trustees, shall have the power to direct the daily activities of the Association including, but not limited to, formation and conducting of cultural and educational programs and distribution of publications.
- 4. The Board of Trustees shall have the right to disapprove any activities or decision of the Executive Committee.
- 5. Not less than thirty (30) days prior to the Annual Meeting of the Board of Trustees, the Executive Committee shall submit a report to the Board summarizing all activities conducted by the Association during the past twelve(12) months.
ARTICLE VII (Officers)
- 1. The members may elect, at their annual meeting, a President-Elect, Vice President, Secretary and Treasurer. Each officer shall serve a term of one (1) year. No elected officer shall serve more than two (2) consecutive terms in the same office.
- 2. President. 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 other duties as may be designated by the Board of Trustees or members. He/she shall preside at all meetings of the Association and Executive Committee. He/she shall make such appointments as are required or authorized by the By-Laws. He/she may sign with the Secretary or any other proper officer of the Association authorized by the Board of Trustees, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Trustees has authorized to be executed, except in the case where the signing and execution thereof, shall be expressly delegated by the Board of Trustees to some other agent of the Association. He/she shall designate all official delegates and representatives of the Association to other organizations; he/she shall appoint such special and 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 is no longer desirable or attainable.
- 3. President-Elect. The President-Elect shall assist the President and fulfill his/her duties in his/her absence for
any reason. He/she shall automatically succeed to the office of the President at the end of the term of the then current President. He/she shall perform such other duties as he/she is assigned by the President. If the President is unable to complete his/her term due to ill health, death or for any other reason, then the President-Elect shall discharge the responsibilities as the President until completion of the President’s term and thereafter, serve his/her own elected term as President.
- 4. Vice-President. The Vice-President shall assist the President, Treasurer and Secretary as needed at the direction of the President. The Vice President shall serve as the Chairman of the Membership Committee.
- 5. Secretary. The Secretary shall:
- keeps an account of all the minutes of all meetings;
- Maintains an updated list of all members of the Association.
- Issues an agenda of all regular and special meetings after consultation with the President.
- keeps a copy of all official correspondence of and to the Association, including newsletters and program brochures for the activities of the Association and the reports submitted by Committee chairperson;
- keeps an attendance record of all meetings of the Association;
- be custodian of the By-Laws and amendments of the Association;
- 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;
- performs such duties and exercises such other powers as may be assigned by the Board of Trustees;
- be responsible for transferring all the records of the organization within thirty (30) days after the Annual Meeting to the incoming Secretary;
- Keep a list of authorized delegates for the current year.
- 6. Treasurer. The Treasurer will be the sole fiscal officer of the Association and the only person authorized to have custody of the monetary assets of Association. The Treasurer shall:
- Be responsible for issuing notice and collection of all dues and deposit the same in such banks or trust companies as the Board of Trustees may designate. He/she will be in charge of all the accounts of the Association;
- has custody of all accounts, receipts and disbursements which shall be open at all reasonable times to inspection by the Board of Trustees;
- Submits a financial report to the Board of Trustees at its meetings. If the Board of Trustees requires and at the expense of the Association, he/she shall give a bond with
such surety and in such amount as the Board of Trustees may designate.
- performs such other duties and exercises such
other powers and duties incident to the office of the Treasurer and as may be assigned by the Board of Trustees or as required by law;
- transfer to the next Treasurer within thirty (30) days of the assumption of office by the latter, all accounts of the Association;
- Files all income tax returns, if required, with the IRS for the year in which the office was held.
- 7. Vacancies: Vacancies arising from death or resignation of officers shall be filled by the President and confirmed by the Board of Trustees at its next meeting. However, should the circumstance arise after nomination, but before election, or if the nominee declines before election, the Nominating Committee will propose another candidate.
ARTICLE VIII (Committees)
- 1) Standing Committees. The term of each standing committee shall be one (1) year. The following shall be the standing committees;
- Membership Committee
- By-laws CommitteeEducation and Scientific Committee
- Ethics and Grievances Committee
- Nomination Committee
- Publications Committee
- Awards Committee
- Charitable Committee
- Liaison Committee
- 2) Committee Chairperson. The term of office of each Committee Chairperson will be one (1) year. The term of any Chairperson may be renewed by reappointment by the President and approval by the Board of Trustees. The President shall be ex-officio member of all the committees, except the Nomination Committee.
- 3) Committee Membership. Membership of each standing committee except the Nomination Committee shall be recommended by the Chairman of the Committee and appointed by the President.
- 4) Quorum. A majority of the members of any Committee shall constitute a quorum, for any meeting of the Committee.
- 5) Minutes of Committee Proceedings. Each Committee shall submit the minutes of its meeting to the Secretary ten (10) days after the meeting.
- 6) Membership Committee. The Membership Committee shall consist of up to seven (7) members. The Vice-President shall serve as the Chairperson of the Membership Committee, it is the responsibility of the Membership Committee to help the Secretary maintain and update the membership roster and to recruit new members of the Association.
- 7) By-Laws Committee. The By-Laws Committee shall consist of at least three (3) members. The President-Elect shall be the Chairman of the By-Laws Committee. It is the responsibility of the By-laws Committee to review the By-Laws at least once a year and endorse it or suggest any amendments as needed for consideration by the Board of Trustees and the members. In addition, the By-Laws Committee shall review any amendments proposed by members of the Association and submit them with the By-Laws Committee’s recommendations and comments thereon to the Board of Trustees at least thirty (30) days prior to the annual meeting of members.
- 8) Education and Scientific Committee. The Education and Scientific Committee shall consist of up to seven (7) members. The Chairperson of the Education and Scientific Committee will be appointed by the President with the approval of the Board of Trustees. The Education and Scientific Committee shall develop and plan for continuing medical education programs.
- 9) Ethics and Grievances Committee. The Ethics and Grievances Committee shall, consist of up to five (5) members. The chairperson of the Committee will be appointed by the President with the approval of the Board of Trustees. The Ethics and Grievances Committee shall respond to any complaints and charges of discrimination against members of the Association and to respond to any questions about unethical behavior and/or grievances against members of the Association.
- 10) Nomination Committee. The Nomination Committee shall consist of seven members as set forth below. The immediate Past-President will be the Chairperson of the Committee unless otherwise determined by the Board of Trustees for cause.
- Members of the committee shall be:
- The Nomination Committee shall be charged with the following responsibilities:
- 1) To receive nominations for the following positions:
- Board of Trustees
- Members at large to the Executive Committee.
- 2) to evaluate qualifications of the nominees for positions according to the following guidelines:
- Active Licensed physician in good standing
- Standing in the community and the Association.
- Commitment to the goals of the Association.
- Experience in the work of the Association.
- Willingness of the candidate to devote time and effort to the work of the Association.
- 3) To nominate suitable candidates by majority vote of the Committee.
- 1) To receive nominations for the following positions:
- The committee slate shall consist of names of all candidates nominated by the Committee.
(A Short summary of the service of each candidate to the Association shall be included). The slate will be presented to the general body for vote.
- The Chairman and members of the Nominating Committee shall expressly refrain from soliciting,campaigning, support or soliciting votes for individual candidates.
- Nomination forms must be emailed by 15th of October each year to all the members. The nomination forms can also be downloaded from AAPIQLI website.
- The nomination forms must be received/postmarked by the 15th of November of each year.
- List of the candidates received by the chair must be shared with all nomination committee members by 30th of November.
- Nomination committee must meet by 15th of December. Decision must be made by 31st of Dec.
- The results of nomination committee must be announced during the first general body meeting of the year for the approval.
- Officers for the association must have served the association as a member of executive committee or board of trustees for two years except for treasurer for which one year is acceptable.
- 11) Publication Committee. The Publication Committee shall consist of up to five (5) members. The Chairman of the Publication Committee shall be appointed by the President with the approval of the executive committee. The Publication Committee shall be responsible for publicizing the purpose and activities of the Association.
- 12) Awards Committee. The Awards Committee shall consist of at up to five (5) members. The Chairman shall be appointed by the President with the approval of the executive committee. The Awards Committee shall gather information regarding outstanding work of members of the Association in the field of professional, social, charitable or leader ventures and recommend to the executive committee for approval.
- 13) Charitable Committee. The Charitable committee shall consist of a minimum of seven (7) and a maximum of eleven (11) members. The President will appoint the Chairperson with the approval of the executive committee.
- 14) Liaison Committee. The Liaison Committee shall consist of up to four members and a Chairman appointed by the President and approved of by the executive committee. The Liaison Committee shall:
- 15) Medical students, residents and fellows, and young physicians Committee. The Academic, Residents and Student Affairs Committee shall consist of up to six (6) members including one who is a student member and one a house staff member at a hospital. The Chairperson shall be appointed by the President with the approval of the executive committee and shall be a physician who has had a background in academic science medicine. The Academic, medical students, Residents and fellows Affairs Committee shall promote interest in the affairs of the Association and provide a forum for development and opportunities for training, and increase net-working among academic physicians of Indian Origin.
- 16) IT committee: The IT committee chair will be appointed by the president. The committee consists of 3 members and will be responsible for maintaining and updating the web site.
ARTICLE IX (AMENDMENTS AND ADOPTIONS)
Amendments: The By-Laws may be amended, repealed or modified in “whole or in part by a two-thirds (2/3) vote of the responding members. A proposed amendment may be initiated in writing at any meeting of the members with at least ten (10) signatures of voting members. The proposed amendment, duly initiated, shall be referred to the By-Laws Committee for consideration and recommendation to the executive committee. The recommendation of the By-Laws Committee along with the recommendation of the executive committee shall be submitted to the members for consideration and approval.