Constitution
of
THE
NATIONAL NETWORK OF LATIN AMERICAN MEDICAL STUDENTS, INC.
1
GENERAL
"The
National Network of Latin American Medical Students (NNLAMS) shall not
discriminate on the basis of race, religion, color, sex, age,
sexual orientation,
national origin, status as a veteran, gender identity, or handicap in
recruitment, admission to membership, or access
thereof, or treatment in
its programs and activities."
1.1
Name
The name of the organization is
The National Network of Latin American Medical Students, Inc., hereinafter
called “NNLAMS” or the
“Corporation.”
1.2 Location
The principal offices of the Corporation shall be in
1.3 Registered Agent
The Executive Board shall have the authority to appoint/change the
registered agent and change the location of registered offices in the state
of
incorporation and any other state in which the Corporation conducts business.
1.4 Purposes
The Corporation is organized primarily for such purposes as to be within
the meaning of Section 501(c)(3) of the Internal
Revenue Code
of
1986, as amended, with its primary purposes: (1) providing support and guidance
to Latino and Hispanic medical students in the United
States; (2) providing education programs for Latino and Hispanic medical
students in the
services
research, including cultural competence and language issues, for members of the
Hispanic community in the
to
address the health care needs of this community; (4) developing interest in
Hispanic health policy research by Latino and Hispanic
medical
students in the
services
which address the health care needs of members of Hispanic community in the
other
activities related to the above-stated purposes, including the promotion of
charitable, religious, educational and scientific purposes,
including,
for such purposes, the making of distributions to organizations that qualify as
exempt organizations under s ection 501(c)(3) of the
Internal Revenue Code, or the corresponding section of any future federal tax
laws. The Corporation may engage in such means as may be
necessary
and proper to accomplish the foregoing objectives and purposes.
The Corporation is organized and operated exclusively for such purposes
as to come within the meaning of IRC Section 501(c)(3)
and such
other
sections of the Code regulating the activities of non-profit corporations
established primarily for educational and charitable purposes.
No part of the net earnings of
the Corporation shall inure to the benefit of or be distributed to its
Directors, officers, other private individuals,
or
other organizations organized and operated for a profit (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 provisions as herein above stated). No
substantial
part of the activities of the Corporation shall be carrying on of propaganda or
otherwise attempting to influence legislation.
The Corporation, however, shall
be empowered to make the election authorized under IRC Section 501(h). The
Corporation shall not
participate
in nor intervene in (including the publication and distribution of statements)
in any campaign on behalf of or in opposition to any
candidate
for public office. Notwithstanding any other provisions contained herein, the
Corporation shall not carry on any activities not permitted
to be
carried on by any organization exempt from federal income taxation under IRC
Section 501(a) as an organization described in Section
501(c)(3).
2 MEMBERSHIP
2.1 Membership Categories
Initially, there shall be three categories of NNLAMS members: (1)
Medical and Allied Health Professional Students (Full Members); (2) Interns,
Residents, Physicians, and other Allied Health Professionals (Affiliate
Members); and (3) Pre-Medical and Allied Health Pre-Professional
Students (Provisional Members). Any revisions to the structure of membership classes
shall be established by resolution of the Executive Board
from
time to time.
2.2 Full Members
Medical and
Allied Health Professional Students have the right to full membership if
currently enrolled in or on leave of absence from an
accredited
of a regional organization or chapter, provided, they
have:
1) A serious
interest in the profession of medicine and/or allied health and the objectives
of NNLAMS;
2) Attended at
least one regional and/or chapter meeting; and
3) Possess no
malevolence or intention of disrupting the functions and purposes of NNLAMS.
No medical or
allied health professional student shall be excluded from full membership on
the basis of religion, race, ethnicity, sex or sexual
preference.
Full Members
shall have the right to participate in their respective local chapters and
regional sections according to the constitution and bylaws
of their respective organizations.
Full Members may
campaign for positions on the NNLAMS Executive Board, and/or hold an appointed
seat or chairmanship on a committee or
taskforce established
by the NNLAMS Executive Board.
Full Members are
expected to be active and attend local chapter meetings, regional section
meetings, and the Corporation's annual conference.
It is recognized that studies and examinations
are priorities for all Full Members.
2.3
Affiliate Members
All interns,
residents, physicians, or other allied health professionals in the
profession of medicine and the objectives of NNLAMS, shall be
eligible to become Affiliate Members.
Affiliate Members
are ineligible to be elected to the positions of the Executive Board. They may,
however, participate in NNLAMS, for example,
by holding a specially assigned committee chair,
leading a task force or sitting on an appointed committee.
Affiliate Members
are expected to represent NNLAMS in a professional and dignified manner.
No interns,
residents, physicians, or other allied health professionals shall be excluded
from affiliate membership on the basis of religion, race,
ethnicity, sex or sexual preference.
2.4
Provisional Members
All students currently
matriculated in a
coursework, are
eligible to become Provisional Members.
Pre-medical and
allied health pre-professional student members shall not be eligible to be
elected to the Executive Board, hold a committee chair or
lead an assigned task
force. They may sit on a committee, if appointed by the Board, and may attend
regional meetings and the Corporation's annual
conference. No pre-medical or allied health pre-professional
student shall be excluded from provisional membership on the basis of religion,
race, ethnicity,
sex or sexual preference.
2.5
Associates
The Corporation
shall develop and maintain relationships with other organizations established
for similar or complementary purposes, including, but
not limited to, the National Hispanic Medical
Association , the American Medical Association and the National Medical
Association.
3
CHAPTERS
3.1
Organization
Any group
comprised of at least one medical student in any medical school in the
shall contact their
regional officers and abide by their regional constitution and bylaws in order
to qualify as a NNLAMS chapter. There shall not be more
than one NNLAMS
chapter at any medical school campus.
Affiliate Members
and Provisional Members may attend chapter meetings. They are welcome to join
their respective regional meetings as well as the
NNLAMS annual conference.
3.2
Chapter Membership
The chapters
shall accept all people who meet NNLAMS membership criteria and who attend
their respective school. The chapters may request dues
in order to support
local or regional efforts. The chapters shall be vested with the power to
suspend or expel their members, so long as such suspension
is consistent with
their regional constitution and bylaws.
4
REGIONAL SECTIONS
4.1
Structure
NNLAMS shall be
comprised of five (5) Regional Sections with their respective chapters and
future chapters listed below.
Includes the
states of Connecticut , Delaware , Maine , Maryland , Massachusetts , New
Hampshire , New Jersey , New York , Pennsylvania , Rhode Island ,
Includes the
states of Alaska , Arizona , California , Hawaii , Idaho , Montana , Nevada ,
Oregon , Utah , Washington , and Wyoming
Includes the
states of Alabama , Florida , Georgia , Kentucky , Mississippi , North Carolina
, Puerto Rico , South Carolina , and Tennessee , Virginia ,
and
Includes the
states of Illinois , Indiana , Iowa , Kansas , Michigan , Minnesota , Missouri
, Nebraska , North Dakota , Ohio , and South Dakota .
Includes the
states of
4.2
Regional Sections Relationship with NNLAMS
NNLAMS will
respect all regional sections and their respective constitutions and bylaws,
and give deference to the independence and autonomy
of each Regional
Section, subject to the general provisions of these By-laws. Any disputes
between or among Regional Sections shall be
brought before and resolved by the Executive Board, with
interested members having the right to participate, but not vote in the resolution.
The Executive
Board by a two-thirds vote may nevertheless resolve conflicts or
inconsistencies between the NNLAMS and the Regional Sections
or between or among
Regional Sections, which decisions shall be binding upon and applicable to the
respective Regional Sections.
4.3 At
Large Chapters
Each individual
school located in the states listed above may have one chapter, which shall
fall under the jurisdiction of the applicable Regional
Section. If for any
reason, a local chapter is unable to qualify for membership in a Regional
Section, it may maintain its own identity and will be accepted
into NNLAMS, its
members also being NNLAMS members. Such “at large” chapter, however, shall not
be represented on the NNLAMS Executive Board,
either directly or
indirectly.
5
GOVERNING BODY
5.1
Executive Board of Directors
The property and
affairs of the Corporation shall be managed and controlled by an Executive
Board of Directors (the “Executive Board”), which shall
initially be composed
of ten (10) members, two of each appointed by the five Regional Sections in
accordance with their respective constitutions and
bylaws, provided,
however ,
that eligibility for membership on the Executive Board shall be limited to Full
Members of NNLAMS, as set forth in
Section
2.2 of these By-laws. The numbers
of Directors may be increased or decreased and representation on the Executive
Board may be changed by
a two-thirds vote of the Directors then in office.
The Executive
Board shall retain complete control and discretion over all aspects of the
Corporation. No agreement with respect to the grant or expenditure
of any funds of the
Corporation shall be valid or enforceable without authorization and approval of
the Executive Board.
5.2
Election and Term of Office of Directors
The terms for
each of the Directors elected to the Executive Board shall be one (1) year,
commencing at the NHMA Conference (or by May 1 of each calendar
year), or as soon thereafter as each Regional Section
shall have elected its two representatives to the Executive Board.
5.3
Vacancies
Any vacancy
occurring in the Executive Board for any reason shall be filled by the Regional
Section represented by the vacancy for the remaining term of
the vacancy.
5.4
Removal
Any Director may
be removed by the Regional Section represented by the Director, in accordance
with procedures set forth in the respective Regional Section's
constitution and
by-laws.
6
COMMITTEES
6.1
Corporate Advisory Committee
The Executive
Board may establish an advisory committee, to be composed of representatives of
corporations and other organizations, such as
foundations and
non-profit charitable and educational organizations, supportive of the
Corporation's goals and purposes. Such committee will
operate in a manner established by resolution of the
Executive Board and shall meet periodically to propose strategies and actions
to the
Executive Board
and advise and assist the Executive Board in
furthering the goals and purposes of the Corporation. The role of this
committee
is advisory only, and
nothing in these By-Laws is intended to remove any authority to govern the
Corporation from the Executive Board. The
members of the advisory committee shall be selected by the
Executive Board for such terms as the Executive Board shall from time to time
determine. The National Coordinator shall be an ex officio
member of the advisory committee.
6.2
Additional Committees
The Executive
Board, from time to time, may create such committees, with such membership,
powers and duties, as may be deemed
necessary or
advisable in conduct the activities and affairs of the Corporation. Such
committees may include, but are not limited to program
and policy advisory,
administration, research, and/or fund-raising committees. The National
Coordinator shall be an ex officio member of all
committees.
6.3 Terms
of Office and Procedures
The terms of
office and procedures by which committees shall work will be determined by the
Executive Board at the time such committees
are created.
Procedures may be modified by the Executive Board from time to time.
7
OFFICERS
7.1
General
The officers of
the Corporation shall be a National Coordinator, Treasurer, Secretary,
Parliamentarian, Fundraising Chair, AMA Liaison, Publication
Chair,
Membership Chair, and National Coordinator Elect, as elected by the Executive
Board. All offices shall be
filled by separate Full Members.
7.2
Election and Term of Office
The officers
shall be elected by the Executive Board at its annual meeting. Each officer
shall hold office until the next annual meeting of the
Executive Board,
until his/her term as Director expires, or until his/her successor is elected
and qualified, or until his/her earlier death, resignation,
or removal.
7.3
Duties
The duties of the
officers are as follows:
7.3.1
National Coordinator
The National
Coordinator is responsible for scheduling all meetings and conferences
throughout the year. The National Coordinator is the equivalent
of the Corporation's President or Chief Executive
Officer. He/she is the official spokesperson and representative of NNLAMS, and
is responsible for
coordinating the
efforts of the Regional Sections into a national agenda. He or she should be
aware of all matters regarding the organization. The
National Coordinator is responsible for
overseeing all the NNLAMS officers, committees and taskforces. He/she should be
able to manage the
affairs of NNLAMS in a timely and dependable fashion.
Finally, the National Coordinator should be in direct communication with NHMA,
relaying
information between
each organization effectively.
7.3.2
Treasurer
The Treasurer
shall maintain and invest the funds of the Corporation as directed by the
Executive Board. The Treasurer shall keep full and
accurate accounts of receipts and disbursements in the books
belonging to the Corporation; shall render periodic financial statements to the
Executive Board and
membership; shall prepare annual budgets; and shall perform other such duties
as are incident to the office; and shall undertake
such other duties as are required from time to time by
the Executive Board.
7.3.3
Secretary
The Secretary
shall keep the minutes of all meetings of the Executive Board. Further, the
Secretary shall attend to the giving and serving of all notices
of the Corporation. The Secretary shall have custody of
the corporate seal and properly keep, or cause to be kept, the record books of
the Corporation.
In general, the
Secretary shall have all duties incident to that office, as well as other such
duties as the Executive Board may determine from time to time.
• Parliamentarian
The
Parliamentarian is responsible for the application of Roberts Rules during all
meetings and conferences. The Parliamentarian is also responsible
for conducting all voting and elections, including
tallying votes during an election and ushering in newly elected officers.
• Fundraising Chair
The Fundraising
Chair shall be responsible for coordinating the Corporation's fundraising
efforts, including applying for grants from foundations, public
charities and
governmental entities.
• AMA Liaison
The AMA Liaison
is responsible for representing NNLAMS at the AMA national meeting and at the
Consortium of Medical Organizations. He or she will
convey the opinions,
positions and views of NNLAMS and, where appropriate, vote on any matters at
such meetings. The AMA Liaison will report to the
Executive
Board of any item of interest to NNLAMS that was presented at the AMA and CMO
meetings. If the AMA Liaison is
unable to attend a
scheduled AMA meeting, he/she shall notify the Executive Board
so that a representative may be sent in his/her place.
• Publication Chair
The Publication
Chair shall be responsible for publishing at least one article per year by a
NNLAMS member in the nationally distributed professional
periodical or web site. He or she will also coordinate and
publish a quarterly newsletter for NNLAMS. The newsletter shall be posted to
the Corporation's
web site and printed for distribution.
• Membership Chair
The Membership
Chair shall keep a membership database containing the name, address, phone
number, and e-mail address of each member of NNLAMS
with the date that
he/she became a member.
• National Coordinator-Elect
The
Coordinator-Elect shall act for the National Coordinator in the event of the
National Coordinator's absence or disability, and, if the office of National
Coordinator
becomes vacant, the Coordinator-Elect shall then serve
as National Coordinator for such unexpired term, as well as for the term of one
year
thereafter. The Coordinator-Elect shall perform such other
duties as may be determined by the Executive Board from time to time.
• Webmaster
The Webmaster
shall create, when necessary, and maintain the Corporation's web site with
current information about the Corporation, and the Corporation's
5
regions. The Webmaster shall work
closely with the Publication Chair and the Membership Chair to ensure that all
regions have access to the newsletter and
membership database on the Corporation's web site.
• Vacancies
A vacancy in any
office because of death, resignation, removal, disqualification or otherwise,
may be filled by the Executive Board for the unexpired portion
of the term.
• Removal
The NNLAMS
Executive Board may remove any Officer whose election is subject to these
by-laws from any elected office for cause. Any elected Officer may be
dismissed by a two-thirds vote of the Directors then in
office.
8
MEETINGS
8.1
Annual Meeting of the Executive Board
The Annual
Meeting of the Executive Board shall be held contemporaneously with the Annual
Membership Meeting or at such other place and time as may be
designated in the notice of meeting, for the purpose of
electing officers, appointing committees and engaging in other business of the
Corporation.
8.2 Other
Board Meetings
In addition to
the Annual Meeting, the Executive Board shall meet at least two other times per
year, and no less frequently that once per semester. Other meetings
of the Executive Board may be called at any time by the
National Coordinator or by any two Directors. Such meetings shall be held at
the principal office of the
Corporation
or at such other place and time as the Executive Board may determine.
8.3
Notice of Meetings of the Executive Board
Notice of each
meeting, stating the time and place thereof, shall be
given to each Director by mail to his/her last known post office address at
least five (5) days
before the meeting, or by fax, e-mail, or personal delivery
at least three (3) days before the meeting. Any meeting of the Executive Board
may be held without notice
if all the Directors
then in office are present.
8.4
Quorum-Executive Board Meetings
At any meeting of
the Executive Board, a majority of the Directors then in office shall
constitute a quorum. Less than a quorum may adjourn the meeting from time to
time until a quorum
is present. Except as otherwise provided by law or in these By-Laws, any
business may be transacted at any meetings of the Board at which a quorum
is present, and the
act of a majority of Directors present at a meeting at which there is a quorum
shall constitute the act of the Executive Board.
8.5
Action by Consent
Any action
required or permitted to be taken at any meeting of the Executive Board may be
taken without a meeting if written consent to such action is signed by
two-thirds
(2/3) of the
Directors and such written consent is filed in the Minute Book of the c orporation.
8.6
Meeting by Conference Call, Videoconferencing, etc.
The Executive
Board may conduct its meeting by any means by which all Directors participating
in the meeting can communicate with each other at the same time.
Participation by
such means shall constitute presence at such meetings.
8.7
Attendance
Attendance at a
regular or special meeting shall constitute a waiver of notice, except where a
Director states that he/she is attending for the purpose of objecting to
the conduct of business on the ground that the meeting
was not lawfully called or convened.
• Annual Membership Meeting
The annual
meeting of Members shall be held in the Spring each
year, at a location selected on a rotating basis.
9 FINANCE
9.1
Authority to Receive and Disburse
The Corporation
may receive and disburse funds for such purposes as are within the scope of its
purposes and powers. The Corporation, upon acceptance of funds
designated for a
specific purpose, shall expend and administer such funds for the purposes
specified.
9.2
Annual Budgets
The Executive
Board shall formulate and approve an annual budget based upon recommendations
of the Treasurer, which shall be drawn up in accordance with
accepted accounting standards.
9.3
Deposits and Investments
The funds of the
Corporation may be deposited in such banks or other financial institutions as
may be designated by the Executive Board, and such funds which
are not required for current needs may, subject to the
limitations and conditions contained in any gift, devise or bequest, be
invested in such mortgages, bonds,
debentures, shares of preferred or common stock or other
securities, and in such other manner as the Executive Board may direct in
conformity with the law.
9.4 Audit
Financial
transactions of the Corporation and its books and accounts may be audited from
time to time by a certified public accountant, selected by the Executive Board.
9.5
Checks
All checks,
drafts and money orders for the payment of money of the Corporation shall be
signed by such officers and agents with such number of signatures
as the Executive
Board may specify by resolution.
9.6
Withdrawal of Securities
Securities of the
Corporation deposited in any safe deposit box or held by a custodian shall be
subject to withdrawal for corporate purposes by such person
or persons as may be determined from time to time by
the Executive Board.
10
MISCELLANEOUS
10.1
Fiscal Year
The fiscal year
of the Corporation shall begin on January 1 and end on December 31.
10.2
Waiver of Notice
Any notice
required to be given by these By-Laws may be waived by the person entitled
thereto.
10.3
Corporate Dissolution
Upon the
dissolution of the Corporation, the Executive Board shall, after paying or
making provisions for the payment of all the liabilities of the Corporation,
dispose of all the assets of the Corporation exclusively for
the purposes of the Corporation in such manner, or to such organization or
organizations
organized and operated exclusively for charitable,
educational, religious or scientific purposes as shall at the time qualify as
an exempt organization or
organizations under section 501(c)(3) of the Internal Revenue Code
of 1986 (or the corresponding provision of any future United States Internal
Revenue
Law), as the
Executive Board shall determine. Any such assets not so disposed of shall be
disposed of by the Court of Competent Jurisdiction of the county
in which the principal office of the Corporation is
then located, exclusively for such purposes or to such organization or
organizations, as said Court shall
determine, which are organized and operated exclusively for
such purposes.
10.4
Books and Records
The Corporation
shall keep correct and complete books and records of account and shall also
keep minutes of the proceedings of its Executive Board
and its committees.
10.5
Indemnification
The Corporation
shall indemnify each member of the Executive Board and its officers to the
fullest extent permitted by the General Corporation
Law of the State of
hereby obligates itself to pursue such cases diligently, it
being the specific intention of these By-Laws to indemnify each such person it
may indemnify to
the fullest extent
permitted by law.
10.6
Common or Interested Officers and Directors
The officers and
Directors shall exercise their powers and duties in good faith and with a view
toward the best interests of the Corporation. All contracts
or other transactions between the Corporation and one
or more or its officers or Directors, or between the Corporation and any entity
in which one or
more of the officers or Directors of the Corporation are
officers or directors, or are pecuniarily or
otherwise interested, shall be disclosed to the full
Executive
Board in accordance with the General Corporation Law of the State of
The Corporation
shall retain the right to copyright any materials or products produced or
published under its auspices. Such products may be published
and marketed only by NNLAMS unless otherwise agreed to
by the Executive Board. The author(s) may continue to use and reproduce the
product for
personal use, and will retain propriety rights other than
copyright, provided that:
• Such use disclaims any NNLAMS endorsement;
• All sources, NNLAMS copyright, and the copyright date
are disclosed; and
• Such copies are not offered for sale.
The Corporation
may require recipients of project funds to sign a copyright release form
approved by the Executive Board.
These By-Laws may
be altered, amended, or repealed or new By-Laws may be adopted by the Executive
Board at any regular or special meeting of the
Executive
Board if notice of such alteration, amendment, repeal or adoption of new
By-Laws be contained in the notice of such meeting.