Iranian-American Medical Society of Greater Washington

    1. Article 1. Definitions
      1. The name of the corporation is Iranian-American Medical Society of Greater Washington, Inc., a non-profit Virginia corporation hereafter referred to as the “Society.”
      2. The principal office of the corporation will be in the state of Virginia.
      3. Corporate seal. The Board of Directors may adopt an appropriate seal for the corporation.
      4. The purpose and mission of the Society is:
        1. to advance the knowledge and experience of its members, who are medical physicians (MD & DO) of Iranian descent/ancestry and provide a forum for learning, exchange and dissemination of information and ideas;
        2. to foster community education and improve public awareness;
        3. to coordinate, sponsor or direct continuing medical education, or health related activities, and develop relationships with other medical and cultural societies locally, nationally and internationally;
        4. to promote and encourage activities of social and cultural interest to the physicians of Iranian origin and/or the Iranian community; and
        5. to engage in any other lawful activity consistent with the above purposes.The goal is that these efforts serve to reinforce the bond between members and create an atmosphere that encourages a commitment among members to offer support for, and to participate in the life of the Society.
    2. Article 2. Membership
      1. Application for membership. Membership in the Society is a privilege, which should be extended to those individuals who share the Society’s goals and purposes. Each candidate for membership other than initial members of the Society (who joined at the time of the organization of the Society), having the requisite qualifications, shall be eligible for membership.  Upon the recommendation of the Board of Directors or Membership Committee, the proposed candidate shall be approved for membership in the Society. To be eligible for membership an individual must be physician (MD or DO) of Iranian origin who have demonstrated good moral character and ethics. A willful and material misstatement by the applicant shall be cause for rejection.
      2. Active membership. The qualifications for admission to active membership in the Society shall require that the applicant is a physician (MD or DO) who is actively engaged in the practice of medicine or involved in research or educational activities related to, medicine in the United States, and be of Iranian descent/ancestry. Each member shall have the right to vote, to hold office, be a director, and serve on committees so long as the member remains in good standing.  Active membership requires payment of annual membership dues.
      3. Associate membership. The qualifications for admission to associate membership in the Society shall include physicians not licensed to practice in the United States and physicians in training. Associate members do no vote or hold office but may serve as nonvoting member on committees of the society.  Associate membership requires payment of annual membership dues.
      4. Honorary membership. Honorary membership may be conferred by the Board of Directors upon such persons who have provided distinguished service to the Society or to the Iranian community. Honorary members shall not be required to pay dues and shall not have the right to vote or, hold office, but may serve on committees as nonvoting member.
      5. Election of members.
        1. Application for membership in the Society should be forwarded to the principal office of the Society for processing. After a preliminary review of the application for completeness and qualifications, and verification of the address and information of the applicant, a copy of the application will be forwarded to the Membership Committee for action.
        2. Applicants accepted for membership will be notified of such acceptance by mail, within thirty (30) days after the Board of Directors meeting at which they are elected.
        3. Requests for a change in membership status should be made in writing to the Society at the principal office of the Society. All such requests will be forwarded to the Board of Directors for approval.
      6. Dues and assessments.
        1. The Board of Directors at its annual meeting shall determine the dues for all categories of membership.
        2. Dues are due and payable on January 1 of each calendar year or as prescribed by the Board of Directors. Members whose dues remain unpaid ninety (90) days thereafter are considered delinquent and will be notified of the delinquent status and reminded that membership will be canceled if the dues are unpaid. Members whose dues are unpaid after six (6) months from the last billing date will be dropped from the membership.
      7. Termination or denial of membership.
        1. When any action is taken which results in the termination of the membership, for reason other than nonpayment of dues, the Society shall provide the member with written notification, return receipt requested, of its actions and the reasons thereof. This notification shall inform the terminated member that he or she has the right to petition the Board of Directors for a hearing.
        2. A request for hearing shall be in writing. Such hearing shall be held before the body making the original decision on membership and shall afford the individual an opportunity to present evidence, either in writing or orally at the discretion of the hearing body. Such hearing shall be held within sixty 60 days after the request for the hearing has been received by the Society. The rejection of the membership application or the effective date of the termination of membership shall be postponed pending the decision of the hearing body. The decision of the hearing body shall be final. Failure of the affected individual to request this hearing within thirty (30) days after receipt of notification may constitute waiver of his or her right for the appeal.
      8. Reinstatement of members. A person whose membership has been terminated may be reinstated only after submission and approval of a new application and election.
      9. Discrimination. Membership in any category of the Society shall not be denied or abridged because of sex, color, creed, race, religion, disability, ethnic origin, sexual orientation or age, or for any other reason unrelated to character or competence.
    3. Article 3. Meetings
      1. Place of meeting. All meetings of the members of the Society shall be held at such place as designated by the Board of Directors and stated in the notice of the meeting.
      2. Annual meeting. An annual meeting of the members of the Society shall be held on a date to be designated by the Board of Directors, at which the Directors of the Society shall be elected by the members. Other business as may properly be brought before the meeting shall be conducted. If for any reason an annual meeting is not held, the Secretary/Treasurer shall conduct a mail ballot election of the Board of Directors.  The annual meeting for election should be held in the month of October of even numbered years.
      3. Special meeting. At any time the President, Board of Directors, or ten (10) active members by written request may call a special meeting of the general membership.
      4. Notice of meetings. Notice of the annual meeting shall be given at least fifteen (15) days prior to the meeting.
      5. Quorum. Quorum for the meetings consists of twenty-five percent (25%) of the voting membership(active members only).
    4. Article 4. Directors
      1. Board of Directors. The Board of Directors shall consist of President, Vice-President, Secretary, Treasurer, and 5 Members-at-Large.  Such Directors shall hold office until the next election.
      2. Duties. The Directors shall manage the business of the Society and shall be empowered to exercise all the decisions on behalf of the membership according to the laws of the State of Virginia, the Articles of Incorporation and the Corporate Bylaws. They shall employ such agents and employees, as they may deem advisable.
      3. Resignation. A Director may resign at any time for filing a written resignation with the Secretary. Any such resignation shall be effective upon receipt by the Secretary unless a later date is specified therein.
      4. Vacancies. Any vacancy in the Board of Directors may be filled by the Directors at any Board meeting or may be left vacant until the next annual meeting.  The vacant position of the President can only filled by the person holding the office of Vice-President at that time.
      5. Meetings. The Board of Directors shall meet quarterly, at times and places to be determined by the Board, for the purpose of organization, election of officers and consideration of any business that may be brought before the meeting.
      6. Other meetings. Other meetings of the Board of Directors may be held upon the call of the President, or of a majority of the members of the Board of Directors, at any place within or without the State of Virginia. The notice of such meeting shall specify the time, place and general purpose of the meeting.
      7. Quorum. Quorum for the Board of Directors meeting shall be a simple majority.
      8. Organization. The President and, in his or her absence, the Vice-President, and in their absence, any Director chosen by the Directors present, shall call meetings of the Board of Directors to order, and shall act as chairman of such meetings. The Secretary of the Society or, in his or her absence, another assigned board member shall act as secretary of the Board of Directors
      9. Telephone meetings. Unless otherwise restricted by action of the Board, a member of the Board or of any committee may participate in any meetings of the Board or committee by means of conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.
      10. Committees. The Board of Directors may create, from time to time, committees, as it deems necessary. The powers and responsibilities of each committee shall be defined by the Board.The Board of Directors may establish the following committees.
        1. Executive committees. This committee consist of the President, Vice-President, Secretary, Treasurer, and 5 Members-at-Large. Committee chairmen are not members of the Executive Committee, unless they hold an elected position. To the extent provided, the Executive Committee shall exercise the power of the Board of Directors in managing the affairs of the Society.
        2. Standing committees. The President shall have the authority, subject to the approval of the Board, to form the following committees and to select the chairperson of the committees. The chairperson of the committee shall then select their own members.
          1. The Finance Committee which shall make recommendations to the Board regarding the general budgeting and fund-raising activities of the Society.
          2. The Education Committee which shall be responsible for implementing the Society’s academic activities.
          3. The Membership Committee which shall oversee membership, recruiting and renewals for the Society’s membership.
          4. The Nominating Committee shall make nominations for the officers of the Society. The Nominating Committee shall convene biannually eight (8) weeks prior to the annual meeting, and submit its recommendations to the members of the Society at the annual meeting.
          5. The Bylaws Committee which shall evaluate and propose any changes in the Bylaws for approval by the membership according to provisions of Article 9.
          6. The Social and Cultural Committee which shall be responsible for arranging social and cultural activities.
          7. Other/Ad Hoc committees which shall be appointed by the Board for special functions from time to time as deemed necessary.
      11. Executive Assistant. The Board of Directors may employ an Executive Assistant for the Society. The Executive Assistant shall be directly responsible to the Board of Directors and serves at its pleasure. The assignment of duties of the Executive Assistant shall be the responsibility of the Board of Directors, with ultimate approval of the President. The salary of the Executive Director shall be determined by the Board of Directors.
    5. Article 5. Officers
      1. Officers. The officers of the Society shall be President, Vice-President, Secretary, Treasurer, and 5 Members-at-Large.  The Board or its designated committee shall fix the compensation of or the contractual payment for, any agent or employee of the Society.   There shall not be any monetary compensation to elected Board Member or Committee Member except for Executive Assistant.
      2. Election, terms and duties. All officers shall be elected by the membership and each officer shall serve until his or her successor is elected. Each officer shall perform the duties of the respective office, including those more particularly mentioned, and such other duties as may be assigned by the Board. Each officer is elected for a term of two (2) years. Following the nominating committee’s report, nominations for office may also be made from the floor at the annual meeting. No President shall hold office for longer than two (2) consecutive terms. Elections are to be held in the month of October of even numbered years.
      3. President. The President shall be the chief executive and administrative officer of the Society. He or she shall have general and active management of the business and affairs of the Society. The President shall see that all orders and resolutions of the Board are carried into effect and shall have the general powers usually vested in the office of chief executive officer of a corporation to the extent required by law or exigent circumstances. The President shall perform such other duties as may be required or authorized by law or as may be delegated by the Board of Directors and shall attend all meetings of the Board and such committee meetings as are appropriate. The President shall be a Director and shall preside at all annual meetings and meetings of the Board of Directors.
      4. Vice-President. The Vice-President shall be a Director and shall be vested with all the powers and duties of the President in the event of the absence or disability of the President.
      5. Secretary. The Secretary shall keep the minutes of the annual meeting, Board and any committees.  The Secretary will then share the minutes with the executive assistant to categorize, store and share with the Board members.The Secretary shall have such other powers; authority and duties as the Board may prescribe.
      6. Treasurer. The Treasurer shall receive and deposit all monies or funds of the Society in such depositories as may be selected by the Board, and shall disburse the funds of the Society in the manner directed by the Board(or overseen its performance). The Treasurer shall render to the President and to the Board, whenever they require, accounts of all transactions and the state of treasury. The Treasurer shall have such other powers; authority and duties as the Board may prescribe. The Treasurer may be bonded in such sums as the Board may fix.
      7. Members-at-Large. The five members at large are to represent the interests of the membership and serve as a voice for the general membership of the society.  They will serve as ambassadors of the society and further its mission and cause and assist in the operations of the society as members of the Board of Directors.
      8. Execution of instruments. The Board of Directors may in any instance designate the officers and agents who shall have authority to execute any checks, drafts, demands for money, notes, contracts, conveyances or other instruments on behalf of the Society, or may ratify or confirm any execution. When the execution of any instrument has been authorized with specification of the executing officers or agents, the President, and in its absence the Vice-President, or the Treasurer, may execute the same on behalf of the Society and may have the corporate seal (if any) affixed thereto.
      9. Removal. The membership shall have the power to remove any officer at any time, with or without cause at a formal meeting of the society by a two thirds majority vote.  A quorum is required for such a meeting.
      10. Vacancies. A vacancy in any office but that of the President shall be filled by election by the Board of Directors at the next Board meeting after the vacancy occurs.  The individual elected by the Board to fill that vacant position will occupy that post until the next election of the society and will have the privilege of all the rights of that position.  The individual filling the vacant position must be an active member of the society.  The vacant position of the president can only be filled by the Vice-President of the society.  In that circumstance, the Board of Directors will elect a new active Vice-President as stated above.
      11. Term. The term of the office shall be two (2) years. The President may not serve more than two (2) consecutive terms in the same office.Other members of the board may serve longer terms if elected to do so at the biannual meeting.  The term of office will begin on November 1 after the October elections on even number of years.
    6. Article 6. Society Records
      1. Place of keeping, in general. Except as otherwise provided by the laws of the State of Virginia, by the Articles of Incorporation of the Society or by these Bylaws, the books and records of the Society may be kept at such place or places, within or without the State of Virginia, as the Board of Directors may from time to time by resolution determine.
    7. Article 7. Indemnification
      1. The Society shall indemnify any and all of its Directors and Officers and their Heirs, Executors and Administrators against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties or a party by reason of being or having been a Director or Officer, or by reason of any action of commission or omission, vote, decision, statement or writing which they or any of them in good faith do or make in the course of the discharge of their duties to the society, reasonably believing that their conduct, act, vote, decision, statement or writing is lawful and in the best interest of the Society.
      2. The Society acting by its Board of Directors, shall have the power to indemnify any and all of its employees not entitled to indemnification by Section 7.1, above, and their Heirs, Executors and Administrators against expenses actually and necessarily incurred by them in connection with the defense of action, suit or proceeding in which they or any of them are made parties or a party by reason of being or having been an employee, or by reason of any action of commission or omission, vote, decision, statement or writing which they or any of them in god faith do or make in the course of the discharge of their duties of the Society, reasonably believing that their conduct, act, vote, decision, statement or writing is lawful and in the best interest of the Society.
      3. The Society, acting by its Board of Directors, shall have the power to purchase and maintain insurance on behalf of any of the persons above mentioned in this Article, against the liability above described or otherwise.
      4. The Society may employ competent counsel to defend any individual entitled to indemnification hereunder, in any action, suit or proceeding and defray all fees, costs, awards and judgements as may follow with respect to such procedures or litigation, provided, however, that the Society shall not exonerate any such individual from any liability, costs or expenses which he or she shall have incurred or may incur by settlement between the parties, unless the Society shall agree to such settlement in advance.
    8. Article 8. Financial Policies
      1. Financial Policies.
        1. The fiscal year of the Society shall be from January 1 to December 31, inclusive.
        2. No member of the Society shall have any right, title or interests, legal or equitable, in or to the property or assets of this Society. All of the assets of the Society shall be devoted exclusively for the purposes of the Society as set forth in the Chapter of Incorporation.
    9. Article 9. Amendments
      1. General. The power to make, alter, amend or repeal these Bylaws is vested in the membership. These Bylaws may be amended at any regular meeting when a 50% of the active membership either is present or by signed proxy; a simple majority vote shall carry. A copy of the proposed changes shall be sent to each member by the Secretary at least thirty (30) days in advance of the meeting in which the action is to be taken.If incomplete number of members have voted by the time of meeting, then 50% of the active membership quorum present at the meeting will get to have the final vote.
      2. Immediate effect. Unless otherwise provided in the adopting resolution, these Bylaws or any amendment, alteration, or repeal thereof, shall be immediately effective.
    10. Article 10. Dissolution
      1. Dissolution. Under dissolution of the Society, all assets thereof, after payment of all debts or other liabilities, shall be paid and distributed to such nonprofit corporations or other organizations devoted to the practice of medicine as may be designated by a majority of the Board of Directors of the Society holding office at the time of the dissolution.
    11. Article 11. Parliamentary Procedure
      1. Parliamentary procedure. Parliamentary procedure not provided for these Bylaws shall be according to Robert’s Rules of Order, 1990 edition.