Article 1. Name
The name of this organization is: "Venezuelan American Medical Association". (Hereafter referred to as V.A.M.A.).
This organization shall be a non profit corporation under the provision of chapter 617,
Article 2. Purpose
- To increase and further the education and knowledge of its member in all fields of Medicine;
- To provide the setting and opportunity for the exchange of new ideas and techniques in medicine through lectures, presentation of scientific papers and meetings which encourage the active participation of its members;
- To promote and maintain the highest possible ethical standards in the practice of medicine;
- To encourage and promote the publication of scientific papers written by its members;
- To improve medical, educational and cultural relations between Venezuela and the United States of America;
- To sponsor and promote projects and activities that improve the health and quality of life for Venezuelan and American Citizens; and
- To exercise all rights and powers conferred by the laws of the State of Florida upon nonprofit corporations.
Article 3. Offices
The principal office of the corporation shall be in the State of Florida, Dade County. the corporation shall designate a registered office in accordance with Florida law and shall maintain it continuously. The corporation may have offices all such other places within and without the State of Florida as the Board of Directors may from time to time determine.
Article 4. Members
Section I. Founder Member
The name given to members who attended the first meeting on November 15, 1995.
Section 2. Membership Classes.
- Active membership
- Associate membership
- Affiliate membership
- Honorary membership
Section 3. Eligiboility.
Active Member shall be any person with Venezuelan background holding the degree of "Medico-Cirujano" or an equivalent medical degree from an accredited medical school, who is of good moral character and is practicing and/or residing in the United States of America or Canada.
Associate Member shall be any member holding the degree of Medico-Cirujano or an equivalent medical degree from an accredited medical school, practicing in Venezuela or other countries different to USA and Canada, and is of good moral character.
Affiliate Member shall be any person with Venezuelan background, holding the degree of "Medico-Cirujano" or an equivalent medical degree from an accredited medical school, who is of good moral character and is living in the United State of America or Canada during his/her first year of resident or voluntary any other colleague who wants to keep this category for reasons of post grade.
Honorary Member a physician with a record of high achievement and significant contributions in the medical field may be proposed for this category by an active member, and on recommendation by the membership committee, may be elected by the general member ship of this association.
Section 4. Rights and Privileges.
Active Member shall have the right:
1.-To attend, participate in all discussions and vote at all meetings. 2.- To hold any elective or appointive office.
3.- To receive all official publications.
Association Member shall have the right:
1.- To attend all meetings with no right to vote. 2.- To participate in all discussions.
3.- To receive all official publications.
Affiliate Member shall have the right:
1.- To attend all meetings with no right to vote. 2.- To participate in all discussions.
3.- To receive all official publications.·
Honorary member shall have the right:
1.- To attend all meetings with no right to vote. 2.- To participate in all discussions.
3.- To receive all official publications. Section 5. Application for Membership.
A candidate for membership shall submit the proper application form, provided by the secretary of the organization, with the designated fee to the membership committee. this application shall be submitted with a written endorsement by a current member of this association. The recommendation of the membership committee shall be in writing to the executive board for their approval. a written approval or refusal must be sent to the applicant within 3 months of filing of such application.
Section 6. Annual Meeting
The purpose of the annual meetings of Members is to elect Directors and to transact such other matters as may properly come before the Members. The annual meeting of the Members of the Corporation shall be held at the times and places designated by the Board of Directors or by the President of the Corporation.
The annual meeting of Members for any year shall be held no later than thirteen months after the last annual meeting of Members. However, failure to hold an annual meeting timely shall in no way affect the term’s of Officers of Directors of the Corporation or the validity of actions of the Corporation.
Section 7. Special Meetings.
Members holding one-fourth or more of the outstanding votes of the Corporation may call by the President or by a majority of the Board of Directors then in office, or special meetings of Members. The purpose of each special meeting shall be stated in the notice, and may only include purposes, which are lawful and proper for Members to consider.
Section 8. Place of Meetings.
The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any meeting of Members. If no designation is made, then the place of meeting shall be the principal office of the Corporation in the State of Florida. ·
Section 9. Notice of Meetings.
Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally or by mail not less than ten days, nor more than sixty days, before the date of the meeting. Notice shall be given by or at the direction of the President of the Secretary, or by the persons calling the meeting, to each Member of the record entitled to vote at the meeting. If mailed such notice shall be deemed to have been delivered when deposited in the United States Mail and addressed to the Member at his address as it appears on the records of the Corporation, with postage thereon prepaid.
Section 10. Conduct of Meetings.
Meetings of members shall be presided over by the Chairperson of the Board, or, if there is no Chairperson or, in his or her absence, by the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of all of these persons, by a Chairperson chosen by a majority of the voting members, present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of members, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of Meeting.
Section 11. Waiver of Notice.
A written waiver of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Section 12. Action Without a Meeting.
Any ae1i n of the Members may be taken without a meeting, without prior notice, and without a vote, if consent in writing (setting forth the action so taken) is signed by a majority of Members of the Corporation. Within ten days after obtaining such authorization by written consent, notice must be given to those Members who have not consented in writing. The notice shall fairly summarize the material features oftheauthorized action.
Any certificate to be filed as a result of the Members' action wider this section shall state that written consent was given in accordance with Section 607.394, F1a. State.
12a. Action by Written Ballot
Except as otherwise provided under the Articles of Incorporation, these Bylaws, or provisions of law, any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballotto each member entitledto vote on the matter.
The Ballot shall:
Set forth the proposed action;
Provide an opportunity to specify approval to disapproval of each proposal;
Indicate the number of responses needed to meet the quorum requirement and, except for ballot soliciting votes for the election of directors, state the percentage of approvals necessary to pass the measure submitted; and
Shall specify the date by which the ballot must be received by the corporation in order to be counted. The date set shall afford members a reasonable time within which to return the ballots to the corporation.
Ballots shall be mailed or delivered in the manner required for giving notice of membership meetings as specified in these bylaws.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which thetotal number of votes cast was the same as the numberof votes cast by ballot
Directors may be elected by written ballot Such ballots for the election ofdirectors shall list the persons nominated at the time ballots are mailed or delivered.
Section 13. Voting Record.
If the Corporation has six of more Members of record, the officers having charge of the membership recordsofthe Corporationshall make, at least ten days beforeeach meeting of Members, a complete list of the Members entitled to vote as such meeting of any adjournmentthereof.
The list shall be kept on file at the registered office of the C01p0ration or at the principal place of business of the Corporation, and any Member shall be entitled to inspect the list at any time doing usual business hours. The list shall also be produced and kept open at thetime and place of meeting, and shall be subject tothe inspectionofany Memberatany time doing the meeting.
If the requirements of this Subsection have not been substantially complied with, then upon demand of any Member in person or by proxy, the meeting shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
Section 14. Member Quorum and Voting.
Unless otherwise required in the Articles of Incorporation, a majority of the Members appearing in person or by proxy shall constitute a quorum at a meeting of Members. When a specified item of business is required to be voted on by a class of Member, unless otherwise required in the Articles of Incorporation, a majority of the Members of such class shall constitute a quorum for the transaction of such items of business by that class.
If a quorum is present, and unless otherwise provided by law or in the Articles of Incorporation, the affirmative vote of a majority of the Members at the meeting entitled to vote on the subject matter shall be the act of the Members. After a quorum has been established at a Member's meeting, the subsequentwithdrawalof Members, so as to reducethe number of Members entitled to vote at the meeting below the number required for a quorum, shallnot affect the validity of any action taken at the meeting or any adjournmentthereof.
If a quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a quorum is present
Section 15. Votes.
Each Voting Member shall be entitled to one vote on each matter submitted to a vote at a meeting of Members.
Section 16. Proxies.
Every Member entitled to vote at a meeting of Members, or express consent or dissent without a meeting, may authorize another person or persons to act for him by proxy. Every proxy shall be in writing, and shall be signed by the Member (or his duly authorized attorney-in-fact). No proxy shall be valid after the expiration of eleven months from the date thereof, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasw-e of the Member executing it, except as otherwise provided by law.
Section 17. Fees and Dues.
The following fee shall be charged for making application for membership in the corpora1ion: $40.00
The annual dues payable to the corporation by members shall be $60.00. The residents
will have special consideration.
Be due and payable on or before January 15th Be considered delinquent if unpaid by March 1st
Maybe reinstated at any time upon payment of full delinquent fees
The Board of Directors shall change the fees and dues at their discretion.
Section 18. Nwnber of Members
These is no limit on the nwnber of members the corporation may admit
Section 19. Membership Book
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination of such membership. Such book shall be kept at the corporation’s principal office.
Section 20. Nonliability of Members
A member of this corporation is not, as such , personally liable for the debts, liabilities, or obliga1ions of the corpora1ion.
Section 21. Nontransferability of Memberships.
No member may transfer a membership or any right arising there from. All rights of membership cease upon the member's death.
Section 22. Termination of Membership.
The membership of a member shall terminate upon the occurrence of any of the following events:
Upon his or her notice of such termination delivered to the President or Secretary ofthe corporation personally or by mail, such membership to terminate upon the date of delivery of the notice or date of deposit in the mail.
If this corporation has provided for the payment of dues by members, upon a failure to renew his or her membership by paying dues on or before their due date, such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Secretary of the corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member's receipt of the written notification of delinquency.
After providing the member with reasonable written notice and an opportunity to be heard either orally or in writing, upon a determination by the Board of Directors that the member has engaged in conduct materially and seriously prejudicial to the interests or purposes of the Corporation. Any person expelled from the corporation shall receivea refund of dues already paid forthe cw-rent dues period.
All rights of a member in the corporation shall cease on termination of membership asherein provided.
A member who is convicted of a criminal offense of gross misconduct, either as physician or as a citizen.
A member who is under sentence or suspension shall not be permitted to take part in any of the proceedings or be eligible to hold any office in this Association until relieved of such disability.
Section 23. Attempts to Conciliate
Kindly efforts in the interest of peace, conciliation or reformation so far as reasonable, should precede the filing of formal charges affecting the character or standing of a member. The accused shall have an opportunity to be heard in his/her own defense in all trials and proceedings of this nature. Failure to attempt reconciliation shall not precludeor otherwise affect investigation, hearing report and action on charges.
Section 24. ReapplicationAfter Expulsion.
Members expelled from this Association, for any cause, shall be eligible for membership after two (2) years from the date of expulsion on special recommendation by the Executive Committee. Members who have been suspended shall automatically become members again in good standing on expiration of the period of suspension and payment of dues, then current.
ARTICLE 5. BOARD OF DIRECTORS
Sections 1. General Powers. Subject to the limitations of the Articles of Incorporation, these Bylaws, and the Florida Not For Profit Corporation Act (concerning corporate action that must be authorized or approved by the Members of the Corporation), all corporate powers, shall be exercised by or under the authority of the Board of the Directors, and the management and affairs of the Corporation shall be controlled by the Board of Directors.
Section 2. Number, Qµalification, Election and Tenure. The numbers of Directors shall be the number of nine Directors elected from time to time in accordance with the Articles of Incorporation, but shall never be less than three. The numbers of Directors may be increased or decreased from time to time by amendment of the Articles according to law. At least 2/3 of Directors shall be Medical Doctors and residents of the State of Florida. Directors shall be elected by the Members at the annual meetings of the Members, and shall serve for 2 years and until their successors have been elected and qualified. M.D. Directors shall be active members.
Section 3. Annual Meetings. The board of Directors shall hold its annual meeting at the same place as (and immediately following) each annual meeting of the Members, for the purpose of the election of Officers and the transaction of such other business as may come before the meeting. If a majority of the Directors are present at the annual meeting of Members, no prior notice of the annual meeting of the Board of Directors shallberequired. However, another place and time for such meetings may befixedbywritten consent of all the Directors.
Section 4. Regular Meetings. Regular meetings of the Board of Directorsmay be held without notice, and at such timeand at such placeas shall be determined from time to time by the Boardof Directors.
Section 5. Special Meetings. Special meetingsof the Board of Directors may be calledby the Chairman of the Board (if there is one), the President, or any Director. The person of Persons authorized to call special meetings of the Board of Directors may fix a reasonable time and place for holding them.
Sections 6. Telephone Meetings. Directors may participate in meetings of the Board of Directors by means of a conference telephone of similar communications equipment (by which all persons participating can hear each other at the same time), and participation by such means shall constitute presence in person at such a meeting.
Section 7. Action Without Meetings,. Any action of the Board of Directors may be taken without a meeting, if a consent in writing, setting forth the action so taken signed by all of the Directors, if filed in the minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote.
Section 8. Notice and Waiver. Notice of any special meetings shall be given at least three days prior thereto by written notice delivered personally, by mail, fax or by telegram to each Director at his address. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.
Any Director may waive notice of any meeting, before, at, or after such meetings, by signing a waiver of notice. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of such meeting, or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.
Section 9. Quorum and Voting. A majority of Directors in office shall constitute a quorum for the transaction of business. The vote of a majority of Directors present at a meeting (at which a quorum is present) shall constitute the action of the Board of Directors. If less than a quorum is present, then a majority of those Directors present may adjourn the meeting from time to time without notice until a quorum is present.
Section 10. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors even though it is less than a quorum of the Board of Directors, unless otherwise provided by law. or the Articles of Incorporation. A director elected to fill a vacancy shall hold office only until the next election of Directors by the Members. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting of Members or a special meeting of Members called for that purpose.
Section 11. Removal. At any meeting of Members called expressly for that purpose, any Director of Directors may be removed from office, with or without cause, by vote of a '113 of the Members then entitled to vote at an election of Directors. New Directors may be elected by the Members for the unexpired terms of Directors removed from office at the samemeetingsat which suchremovalsare voted.
If the Members fail to elect persons to fill the unexpired terms of removed Directors, and if the Members did not intend to decrease the number of Directors to serve on the Board, then the vacancies unfilled shall be filled in accordance with provisions in these Bylaws for vacancies.
Section 12. Presumption of Assent A Director of the Corporation who is present at a meeting of the Board of Directors (at which action on any corporate matter is taken) shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting because of an asserted conflict of interest.
Section 13. Duties. It shall be the duty of the Directors to:
Perform any and all duties imposed on them collectively or dividedly by law, by the Articles of Incorporation, or by these Bylaws;
Appoint and remove, employ and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agentand employees of the corporation;
Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly;
Meet at such times and places as required by these Bylaws;
Register their addresses with the Secretary of the corporation, and notices of meetings mailed, fax or telegraphed to them at such addresses shall be valid notices thereof.
Section 14. Compensation. Directors shall serve without compensation except that a reasonable fee may be paid to Directors for attending regular and special meetings of the board. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.
Section 15. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, or, if no such personhas beenso designatedor, in his or her absence, the President of the corporation or, in his or her absence, by the Vice President of the corporation or, in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another
Section 16. Non-Liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
ARTICLE 6. OFFICERS
Section 1. Officers. The Officers of this Corporation are directors and shall be a President, Vice President, Secretary, and Treasurer, each of who shall be elected by the annual meetings of members. The same person may hold any two or more offices. A failure to elect a President, Secretary, or Treasurer shall not affect the existence of the Corporation. The corporation may also have other officers that may determined from time to time by the Board of Directors.
Section 2. Election and Term of Office. The annual meeting of Members shall elect the Officers of the corporation biannually. If the election of Officers shall not be held at such meeting, such election shall be held soon thereafter as conveniently may be. Each Officer shall hold office until his successor shall have been duly elected and shall qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any Officers may be removed from the office at any time, with or without cause, on the affirmative vote of a 2/3 of the Board of Directors whenever, in its judgment, the best interests of the Corporation will be sieved thereby. Removal shall be without prejudice to any contractual rights of the person so removed, but election of an Officer shall not of itself create contract rights.
Section 4. Vacancies. Vacancies if offices, however occasioned, may be filled at any time by election by the Board of Directors for the unexpired terms of such offices.
Section 5. Duties
Duties of President
The chairman of the Board, or the President if there is not Chairman of the Board, shall preside at all meetings of the Board of Directors and of the Members. The president shall be the chief executive officer of the Corporation. Subject to the foregoing, the Officers of the Corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these Bylaws, or as may be assigned to them from time to time by the Board of Directors.
Duties of Vice President.
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice President shall have other powers and perform such other duties as may be prescribed by law, by the Articles of Incorporation, or by these Bylaws, or as may be prescribed by the Board of Directors.
Duties of Secretary.
Certify and keep at the principal office of the corporation the original, or a copy of these Bylaws as amended or otherwise altered to date.
Keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular of special, how called, how noticethereofwas given, the names of those present or representedat the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records and of the seal of the corporation and affix the seal, as authorized by law or the provisions of these Bylaws, to duly executed docunents of the corporation.
Keep at the principal office of the corporation a membership book containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership book together with the date on which such membership ceased.
Exhibit at all reasonable times to any director of the corporation, or to his or her agent or attorney, on request therefore the Bylaws, the membership book, and the minutes of the proceedings of the directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.
Duties of Treasurer.
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
Receive, and give receipt for, monies due and payable by the corporation fromany
Disburse, or cause tobe disbursed, the funds of the corporation as may be directed
by theBoard of Directors, taking proper vouchers for such disbursements.
Keep and maintain adequate and correct accounts of the corporation'spropertiesand business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibits at all reasonable times the books of account and financial records to any director of the corporation, or to his or her agent or attorney, on request therefore
Render to the President and directors, whenever requested, an account of any or
all of his or her transactionsas Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such otherduties as maybe required by law, by the Articles ofIncorporationofthe corporation, or by these Bylaws, or which may be assigned to him or herfrom time to time by the Boardof Directors.
Section 5 Salaries. Reimbursement of the Officers shall be fixed from time to time by the Board of Directors, and no Officer shallbe prevented fromreceiving such reimbursement by reason of the fact that he is also a Director of the Corporation.
Section 6 Delegation of Duties. In the absence of disability of any Officer of the Corpora tion or for any other reason deemed sufficient by the Board of Directors, the Board may delegate his powers or duties to any other Officer or to any other Director.
ARTICLE 7. EXECUTIVEAND OTHER C01\ifi\.1ITTEES
Section 1. Creationof Committees. The Board of Directors may, by resolutionpassed by a majority of the whole Board, designate an Executive Committee and one or more other committees.
Section 2. Executive Committee. The Executive Committee (if there is one) shall consult with and advise the Officers of the Corporation in the management of its affairs, and shall have and may exercise, to the extent provided in the resolution of the Board of Directors creating such Executive Committee, such powers of the Board of Directors as canbe lawfully delegated by the Board.
Section 3. Other Committee. Such other committees shall have such functions and may exercise such power of the Board of Directors as can be lawfully delegated, and to the extent
Section 4. Meetings. Regular meetings of the Executive Committee and other committees may beheld without notice at such time and such place as shall from time to time be determined by the Executive Committee or such other committees. Special meetings of the Executive Committee or such other committees may be called byany memberthereof upon two days notice to the other members of such committee, oron such shorternoticeas may be agreed to in writing by each of the members of such committee, given either personally or in the manner provided in these Bylaws pertaining to the notice for Directors' meetings.
Section 5. Vacancies. Vacancies on the Executive Committee(or on other committees) shall be filled by the Board of Directors then in office, and at any regular or special meetings of the Board of Directors.
Section 6. Quorum. At all meetings of the Executive Committee or other committees, a majority of the committee's members then in office shall constitute a quorWI1 for the transaction of business.
Section 7. Manner of Acting. The acts of a majority of the members of the Executive Committee (or other committees) present at any meetings at which there is a quorum shall be the act of such committee.
Section 8. Minutes. The Executive Committee (if there is one) and the other committees shall keep regular minutes of their proceedings, and report these minutes to the Board of Directors when required.
ARTICLE 8. lvlE:MBERSHIP CERTIFICATES
Section 1. Form and Issuance. Members of the Corporation may be issued certificates signed by the President or a Vice President, and by the Secretary or an Assistant Secretary. Each membership certificate shall state the following: (a) the name of the corporation;
that the Corporation is organized under the laws of the State of Florida; (c) the name of the person or persons to whom issued; and (d) the class of membership. The membership certificate itself shall convey no rights or privileges, but shall be for identification, only.
Section 2. Lost Stolen or Destroyed Certificates. The Corporation may issue a new membership certificate (in the place of any certificate previously issued), if the Member named in the certificate, (a) makes proof in affidavit form that it has been lost, destroyed of stolen; (b) requests the issuance of a new certificate; and (c) satisfied any other reasonable requirements imposed by the Corporation.
ARTICLE 9. BOOKS, RECORDS AND REPORTS
Section 1. Maintenance Of Corporation Records
The corporation shall keep at its principal office:
Minutes of all meetings of directors, committee of the board and, if this corporation has members, of all meetings of members, indicating the time. and place of holding such meetings, whether regular of special, how called, the notice given, and the names of those present and the proceedings thereof;
Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
A record of its members, is any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Sections 2. Reports to Members. The Corporation shall send an annual reports to the Members of the Corporation not later than four months after the close of each fiscal years of the Corporation. Such report shall include a balance sheet as of the close of the fiscal year of the Corporation and a revenue and disbursement statement for the year ending on such closing date.
Such :financial statements shall be prepared from and in accordance with the books of the Corporation, and in conformity with generally accepted accounting principles applied on a consistent basis.
Section 3. Inspection of Corporation Records. Any personwho is a Voting Member of the Corporation shall have the right, for any proper purpose and at any reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of Members of the Corporation. Upon the written request of any Voting Member, the corporation shall mail to such Member a copy of the most recent balance sheet and revenue and disbursement statement
If the Corporation receives such request before such financial statements are available for its last fiscal year the Corporation shall mail such financial statements as soon as they become available. In any event, the financial statements must be mailed within four months after the close of the last fiscal year.
Additionally, balance sheets, and revenue and disbursement statements, shall be filed in the registered office of the Corporation in Florida, shall be kept for at least five years, and shall be subject to inspection during business hours by any Voting Members, in person or by agent.
ARTICLE10. NONPROFIT OPERATION
The Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Corporation will be distributed to its Members, Directors or Officers without full consideration. No Member of the Corporation has any vested right, interest or privilege in or to the assets, property, functions, or activities of the Corporation. The Corporation may contract in due course with its Members, Directors, and Officers, without violating this provision.
ARTICLE 11. FISCAL YEAR
The fiscal year of the Corporation shall be the period selected by the Board of Directors as the taxable year of the Corporation forfederal income tax purposes.
ARTICLE12. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporateseal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument
ARTICLE 13. INDEMNIFICATION
The Corporation shall indemnify each Officer and Director, including former Officers and Directors, to the full extent permitted by the Florida General Corporation Act and the Florida Not For Profit Corporation Act.
ARTICLE14. EXECUI1ONOF INSTRU1vffiNTS, DEPOSITSAND FUNDS
Section 1. Executive of Instruments
The Board of Directors, except as otherwise provided in these Bylaws, may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes.
Except as otherwise specifically determined by resolution of the Board of Directors, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be signed by the Treasurer and countersignedby the President of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 4. Gifts
TheBoardorDirectors may accept onbehalf ofthe corporationany contribution, gifts,
bequest, or devise for the nonprofit pw-poses of this corporation.
ARTICLE 15. IRS 501(c) TAX EXEMPTION PROVISIONS
Section 1. Limitations on activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided bySection 501 (h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalfof, or in opposition to, any candidate forpublic office.
Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any activities not permitted (a) by a corporation exemptfromfederal income tax under Section 501 (c) (3) of the Internal Revenue Code, or(b) by a corporation, contributions to which are deductible under Section 170 (c) (2) oftheInternalRevenue Code.
Section 2. ProhibitionAgainst Private Inurement
No part of the net earning of this corporation shall inure to the benefit of or be distributable to, its members, directors or trustees, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distnbution of Assets
Upon the dissolution of this corporation, its assets remaining after payment, orprovision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of Section 510 (c) (3) of the Internal Revenue Code or shall be distributedtothe federal government, orto a state of local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section4. Private Foundation Requirementsand Restrictions
In any taxable year in which this corporation is a private foundation as described in Section 509 (a) of the Internal Revenue Code, the corporation 1) shall distribute its income for said period at such time and manner as not to subject ittotaxunderSection4942ofthe Internal Revenue Code, 2) shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code, 3) shall not retain any excess business holdings as defined in Section 4943 (c) of the Internal Revenue Code, 4) shall not make any investments in such manner as to subject the corporation to taxunderSection4944ofthe Internal Revenue Code, and S) shall not make any taxable expendituresasdefinedin Section4945 (d) of the Internal Revenue Code.
ARTICLE 16. COUNCIL OF PAST PRESIDENTS
Section 1. Composition
All Past Presidents shall be included in the Consultive Council.
The Chairman shall be the senior Past President by descending seniority.
Section 2. Duties
Provide this Association with a long range planning procedure to be presented to the general membership at the annual convention for discussion.
Serve as an Advisory Committee to this Association.
Act as a source of information and historical knowledge for this Association.
ARTICLE17.. REGIONAL AND UNIVERSITY CHAPTERS
The purpose of the Regional Chapters shall be to gather the members of the Association living in a city, metropolitan area or state (s) with the objective of conducting educational, scientific, cultural and social activities.
The purpose of the University Chapters shall be to gather the alumni of the several Venezuelan Medical Schools and their respective Alumni Associations with the objective to directly and effectively help their Alma Mater.
Section 1. Regional Chapters
Each Regional Chapter shall be conformed by minimum of four (4) members who consti tute its Executive Committee consisting of a President, Vice President, Secretary and Treasurer. Upon its constitution it shall inform the President of this Society and formally register with the administrative office. The Regional Chapter President shall setve a period of one year and may be re-elected at the discretion of his/her constituencies. Likewise, the other officers may be elected to higher office, thus allowing for experience and continuity of the process.
The Regional Chapter President shall submit to the President of the Society, a written Annual Report of the Chapter's activities prior to the Annual Convention, thus allowing the salient President of the Association, to comment on it at the time of the Annual Report.
VenezuelanAmerican Medical Association.
All Chapters should be encouraged to issue their own Bylaws. These Bylaws should not be in conflict with the current Bylaws of the VAMA National.
Section 2. University Chapters
The University Chapters shall be conformed by the Alumni Associations of the several Venezuelan Medical Schools with sufficient number of active members who constitute its Executive Committee consisting of a President, Vice President, Secretary and Treasurer, elected by their active members.
The University Chapters shall keep their operational autonomy and shall be financially independent for the exclusive purpose to directly and effectively help their respective Alma Mater.
The University Chapters and their active members shall participate in the general programs of VAMA and they can elect and be elected as officers of VAMA providing they are members of VAMA in good standing.
The University Chapters and their members in good standing and contributing members of the Endowment Fund of VAMA shall participate in its control and government
The University Chapter President shall be recognized as delegate to VAMA and the Executive Committee.
The University Chapter President shall submit to the President of VAMA a written annual report of the chapter's activities, prior to the Annual Convention, thus allowing the President VAMA to comment on it at the time of his/her Annual Report.
Should the University Chapters decide to have their own Bylaws, these Bylaws should not be in conflict with the current Bylaws of the Venezuelan American Medical Society.
Section 3 Delegates Classification
Regional Chapter Delegates
University Chapter Delegates
A Regional Chapter Delegate shall be a member representing the Regional Chapter.
- The Regional Delegate shall be appointed by each Chapter.
- A University Chapter Delegate shall be a member representing the University Chapter.
- The University Chapter Delegate shall be appointed by each University Chapter.
- All Delegates shall be active members of this Society. c. Duties.
- A All Delegates shall attend and faithfully represent the members of this Society.
B. A Delegate who does not attend two consecutive Annual Meetings should be automatically removed and replaced at the discretion of the Executive Committee.
ARTICLE 18. THE PRINCIPLES OF MEDICAL ETHICS
Each member of this Society shall subscribe to and pledge to observe the Principles of Medical Ethics of the American Medical Association and the Venezuelan College of Physicians.
ARTICLE 19. PROFESSIONAL COURTESY
Each member of the organization has the duty to offer their professional services to the other colleagues, spouses and children less than 18 years of age without expecting retributions or compensation of any sort for their services.
ARTICLE 20. Amendments
These Bylaws may be altered, amended, or replaced, and new Bylaws may be adopted by the Board of Directors; provided, however, that any Bylaws or amendments thereto as adopted by the Board of Directors may be altered, amended, or repealed by vote of the Members; or a new Bylaw in lieu thereof may be adopted by the Members. No Bylaws which has been altered, amended, repealed or adopted by such a vote of the Members may be altered, amended, or repealed by a vote of the Board of Directors for a period of two years after the action of the Members.