JMSA Constitution and Bylaws

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Bylaws Committee: Dr. Luis J. Fujimoto - Chair



Article I


This organization shall be known as the Japanese Medical Society of America, Inc.


Article II


The Japanese Medical Society of America shall be henceforth referred to as the Society.


Article III


The Society in a non-profit organization chartered by the New York State Department of Education whose objectives are as follows:



To advance medical knowledge and scientific research
To promote friendship and exchange of information among the members
To establish scholarships and/or endowments in medical schools and hospitals
To hold periodic meetings for social, fraternal or professional purposes.




Article IV


Section 1.

Membership shall be open to any person engaged in a health related profession and who is interested in the purpose of the society.


Section 2.

There shall be six classes of memberships.
Honorary Member
Regular Member
Professional Associate Member
Corporate Associate Member
Junior Members
Affiliate Member


Section 3.

HONORARY MEMBERSHIP. Honorary Membership may be proposed and conferred upon any person by a unanimous vote at a meeting of the Board of Directors. Such members shall be exempt from payment of all dues and shall enjoy all the privileges of regular members except, that they shall not vote, hold office or have any rights to the assets of the Society.


The title of Honorary President may be proposed and conferred upon any past president who has retired from active pursuit of his profession or has reached age 65, by a unanimous vote of the directors, present at a Board of Directors' meeting. Honorary President shall be exempt from payment of all dues and shall enjoy all privileges of regular members except to vote, hold office or have any rights to the assets of the Society. There shall be only one Honorary President at any one time.


Section 4.

REGULAR MEMBER Regular member must be a professional who is directly engaged in health-related fields, such as medicine, dentistry, hospital administration, research, etc. He or she shall be required to pay all annual and any special dues assessed by the Society. He or she shall vote, hold office or perform any function as deemed necessary for the purpose of the Society.


Section 5.

PROFESSIONAL AND CORPORATE ASSOCIATES

1. Professional Associate is a membership open to qualified professionals in the health-related fields such as dentistry, basic science, social work, nursing, etc. or in the interface of medicine and other fields such as law, social sciences, engineering, architecture, etc.




Candidates for the status of Professional Associates must be proposed by two regular members. The Membership Committee shall examine candidates' qualifications and recommend to the Board of Directors, then shall decide by a two-thirds affirmative vote.

Professional Associates shall participate in all activities of the Society that are generally open to regular members but shall not be entitled to vote, hold office or have any claim to the assets of the Society.

Annual dues for Professional Associates shall be determined by the Board of Directors.


2. Corporate Associate is a membership open to any corporation interested in the purpose of the Society.




Candidates for the status of Corporate Associates shall be proposed and voted upon in the same manner as for Professional Associates.

Representative of Corporate Associates shall be invited to all the activities generally open to regular members but shall not be entitled to vote, hold office or have any claim to the assets of the Society.

Annual dues for Corporate Associates shall be determined by the Board of Directors


Section 6.

JUNIOR MEMBER

Junior members shall be students, or candidates for advanced degrees in health-related fields such as in medicine, dentistry, or graduate school of science.

All J.M.S. scholarship recipients shall automatically become Junior members.




Candidates for the Junior Membership shall be admits to the society in the same manner as for regular members [see Section 8, Article IV]

There shall be no annual dues or assessments required of junior members.

Junior members shall be invited to all activities that are generally open to regular members but shall not vote, hold office or have any claim to assets of the Society.


Section 7.

AFFILIATE MEMBER

Affiliate member shall be medical schools graduates who are directly engaged in health-related fields but who reside outside the United States.




Affiliate members shall be admitted to the membership in the same manner as for Regular Member [see Section 9, Article IV].

Affiliate members shall participate in all activities of the Society that are generally open to regular members but shall not vote, hold office or have any claim to the assets of the Society.

Annual dues for affiliates members shall be determined by the Board of Directors.





Section 8.

PROPOSAL FOR MEMBERSHIP

Proposal for membership shall be made in writing by any two regular members on the membership application forms supplied by the Society.



Applications forms which have been filled in and signed by the applicants and by the proposing members shall be submitted to the Secretary. Membership Committee, on the receipt of the applications with its appropriate recommendations to the Board of Directors at the next Board of Directors' meeting for final action. Final action shall be made by a two-thirds majority vote of the Board of Directors present at the meeting.




Article V


RESIGNATION, REINSTATEMENT AND TERMINATION OF MEMBERSHIP


Section 1.

Any member in good standing may resign his membership by presenting a communication to that effect, in writing, to the Secretary who shall then refer it to the Board of Directors.


Section 2.

Any member in arrears of payment of dues for more than two years shall automatically forfeit the rights and privileges of his or her membership.


Section 3.

Any member who may have forfeited his membership standing in any manner except by expulsion, may on payment of the amount of arrears and the current dues be reinstated as a member by the majority vote of The Board of Directors.


Section 4.

Any member may be suspended or expelled for causes herein and elsewhere specified at regular or special meeting of the Board of Directors by a two-third affirmative vote. Causes for suspension or expulsion are criminal misconduct, misdemeanor and professional misconduct.




Article VI


DUES AND ASSESSMENTS


Section 1.

Annual membership dues shall be such sums as recommended by the Directors and approved by the two-third affirmative vote of the regular members present at a general meeting of the Society.


Section 2.

Annual membership dues for Professional and corporate Associates and Affiliate Members shall be determined by the Board of Directors.


Section 3.

The Board of directors shall reserve the right to assess regular member or members of the Board of Directors such sums as my be deemed appropriate for the function of the Society.




Article VII


BOARD OF DIRECTORS



Section 1.

The Board of Directors shall consist of ten to thirty members in good standing. The Directors shall oversee, direct and plan all activities of the Society and legislate any changes in the by-laws.


Section 2.

The term of the office of the Board of Directors shall be two years and shall be elected every two years along with the officers at general meetings held before expiration of the term. Directors whose terms expire may be re-elected. If vacancies occur in the Board of Directors due to health, illness, resignation or any other cause, the President shall , with the Board's approval, appoint new directors to fill the vacancies for the remaining term.


Section 3.

The Board of Directors shall hold meeting at least twice a year; time and place of the meeting are to be determined by the Board of Directors. A minimum of eight members of the Board of Directors, present in person, shall constitute a quorum. Once the quorum has been met, proxies may be accepted.


Section 4.

Any member of the Board of Directors may resign his or her office by presenting communication to that effect in writing.


Section 5.

Any member of the Board of Directors may be suspended or removed from the office for causes aforementioned [see Article V section 4], in the same manner as for removal of regular members.




Article VIII


OFFICER


Section 1.

The officers of the Society shall be members of the Board of Directors and shall consist of the President, Vice President, Secretary and Treasurer. They shall be elected every two years with the rest of the Board of Directors by the regular members present at the general meeting of the Society. The officers may be re-elected for any number of terms except for the President, who shall be limited to two terms. In the event of death, illness, resignation or removal of officers, the Board of Directors shall appoint his or her successor for the remaining term.




Article IX


DUTIES OF OFFICERS


The officers shall constitute the Executive Committee whose function shall be as defined in Article X Section 1.


Section 1.

PRESIDENT




The President shall represent the Society in social and professional functions and shall appoint representatives at these functions in the event he or she is not able to attend.

The President shall preside at all the Board of Directors, general and special meetings of the Society. He or she may attend any or all committee meetings with the approval of the chairperson concerned. He or she shall appoint representatives in the event he or she shall not be able to attend.

The President shall appoint all chairperson and members of the standings and special committees with the approval of the Board.

The President shall sign all official documents and at the discretion of the Board of directors, perform all other duties as deemed necessary.

The President shall with the Board's approval, appoint new Board of Directors to fill vacancies for the remaining term.

The President shall be elected, with the rest of the officers and Board of Directors, every two years at general meetings of the Society but shall not serve more than two terms. In the event of his or her death, illness, resignation or removal, the Vice-President shall succeed him or her for the remaining term.


Section 2.

VICE-PRESIDENT

The Vice-President shall assist the President and represent the Society at his direction. Vice President shall succeed the President in the event of his death, illness, resignation or removal for the remaining term.


Section 3.

SECRETARY

The Secretary shall keep all records, communications, books and minutes of the Society. The Secretary shall notify all members of time and place of general meetings, committee meetings and Board of Director's meetings.


Section 4.

TREASURER

The Treasurer shall collect all membership dues, contributions and other special funds for the Society and keep them in a manner as directed by the Board. The Treasurer shall make periodic financial reports to the Board of Directors or to the general membership as to the current financial status. The President or the Treasurer shall sign all checks, notes and receipt for the Society, but the Board's approval is required for checks in excess of $500.00.




Article X



COMMITTEES


All chairpersons and members of Standing and special Committees shall be appointed by the President with Board's approval.


Section 1.

Standing Committees shall be:




Executive Committee
Program Committee
Membership Committee
Nomination Committee
Publication Committee
Finance Committee
Scholarship Committee
By-Laws Committee
Community Relations Committee


Section 2.

EXECUTIVE COMMITTEE

Executive committee shall consist of the officer. The Committee shall have the authority of the Board of Directors to transact business of an emergency nature such that the Board of Directors' meeting cannot be convened. The committee, in addition has the authority to transact any day-to-day business which does not require Board's approval.


Section 3.

PROGRAM COMMITTEE

The Program Committee shall consist of chairperson and three or more regular member whose function shall be to arrange and carry out the scientific and social programs of the Society in conjunction with the President and the rest of the officers.


Section 4.

MEMBERSHIP COMMITTEE

The membership committee shall consist of chairperson and three or more regular members whose functions shall be to examine the credentials of all applicants for membership and present their preliminary determination. The committee shall collect information on all members to be included in the Membership Directory.


Section 5.

NOMINATION COMMITTEE

The Nomination committee shall consist of chairperson and three or more regular members who shall form nominating slates for the officers and members of Board of Directors for approval. If Approved, the chairperson of the Nominating Committee shall present the slates to the general membership at general meetings. Following presentation of the slates, the chair shall call for additional nominations from the floor and they shall be put to vote.


Section 6.

PUBLICATION COMMITTEE

The Publication committee shall consist of chairperson and three or more regular members who shall publish the newsletter, special reports and annual reports.


Section 7.

FINANCE COMMITTEE

The Finance committee shall consist of chairperson and three or more regular members who shall plan and oversee all financial activities, including fundraising, and be responsible for the financial welfare of the Society; specifically, the committee is responsible for preparation of financial reports and annual budget.


Section 8.

SCHOLARSHIP COMMITTEE

The Scholarship committee shall consist of chairperson and three or more regular members whose function is to plan, oversee, and select scholarship recipients. The Scholarship fund shall be so designed and kept in a separate account from the General Funds of the Society. The Society may at times borrow and repay to the Scholarship Fund in the amount to be determined and approved by the Board of Directors.


Section 9.

BY-LAWS COMMITTEE

By-Laws committee shall consist of chairperson and three or more regular members whose function is to keep By-Laws and Constitutions in order and to handle all legal problems that may arise relative to the functions and activities of the Society. Legal counsel shall be sought when the occasion demands.


Section 10.

SPECIAL COMMITTEE

Special committee shall consist of chairperson and three or more regular members all appointed by the President with the approval of the Board. They shall be formed when the occasion arise and perform duties assigned to them by the President with the Board's approval. They shall be terminated at the conclusion of the business. Community relations committee consist of a Chairperson and three or more regular members to act as liaison and to formulate programs that will enhance community health and education.




Article XI


MEETINGS


Section 1.

ANNUAL GENERAL MEETING

Annual general meetings of the Society shall be held at least once a year, the time and place of the meeting to be decided by the Board of Directors. Twenty regular members present in person at such meetings shall constitute a quorum. Proxies may be accepted once a quorum has been met.


Section 2.

BOARD OF DIRECTORS' MEETING

Board of Directors' meetings shall be held at least twice a year, the time and place of the meeting to be decided by the Board of Directors. A minimum of eight members of the Board of Directors, present in person, shall constitute a quorum. Proxies may be accepted once a quorum has been met.


Section 3.

SPECIAL MEETINGS

Special meetings of general membership may be called by the President with the approval of the Board. Quorum shall be the same as for annual general meetings and proxies may be accepted once the quorum has been met.


Section 4.

COMMITTEE MEETINGS

Committee meetings may be called by the committee chairperson without the approval of the Board, quorum shall be three regular members of the committee, present in person,. Proxies may be accepted once the quorum has been met.


Section 5.

NOTICE OF MEETINGS

Notice of all annual general meetings, Board of Directors' meetings and special meetings shall be sent to all the members. The Secretary shall be responsible for sending out such notices and the Secretary shall see to it that quorums are met.




Article XII


FUNDS


Section 1.

Treasurer shall place all funds in General Funds into whatever vehicles the Board of Directors and Finance Committee approves. All checks must be signed by the Treasurer. In case the treasurer is not available, the president or secretary may sign the checks.


Section 2.

Special Funds may be established by the Board of Directors, which shall be kept separate and independent of the General Funds. Accounting of special Funds shall be Handle by the Treasurer or by the Special Committee if such be the case, or by the Finance Committee and be reported back to the Board of Directors.


Section 3.

In the event of dissolution of the Society, the funds and assets of the Society shall not be distributed to the members but after all debts have been paid, shall be transferred to charitable organizations or educational organizations with aims similar to those of the Society.




Article XIII


ELECTIONS


Section 1.

ELECTION OF OFFICERS AND BOARD OF DIRECTORS

Slates of the new officers and the Board of Directors shall be prepared by the Nominating Committee every two years and presented to the Board of Directors; if approved, they shall be presented to the regular members and together with additional nominations from the floor, put to vote at the general meetings. The term of office for the officers and members of the Board of Directors shall be two years. The officers and directors may be re-elected for any number of terms except the President shall not serve more than two terms.




Article XIV


FISCAL YEAR


The fiscal year of the Society shall commence on the first day of January of each year.




Article XV


AMENDMENTS


Section 1.

The constitution and certificate of incorporation may be amended only by two-thirds affirmative vote of all regular members either in person or by proxy votes. Constitutional amendments must be proposed by the Board of Directors or by five regular members at a special or general meetings; proposed amendments must be submitted in writing and circulated among all regular members at least two weeks in advance of the meetings.


Section 2.

Amendments to the By-Laws must be proposed in writing by the Board of Directors or by five regular members and circulated among all regular members at least two weeks in advance of the meeting. By-Laws may be amended by a two-thirds affirmative votes of the members present at a general meeting and by proxy vote.