Philippine-Minnesotan Medical Association By-Laws

Article I. Name:

The name of this association shall be the “Philippine-Minnesotan Medical Association, Inc.”

Article II: Purposes:

Section 1: This association is organized primarily for educational, charitable and
Scientific purposes. Included in such purposes are:

a. to promote public health through continuing program of education for physicians in the State of Minnesota.
b. to hold conferences, conduct seminars and other education programs; and to prepare, publish and disseminate materials to acquaint physicians and other medical personnel with the latest trends and scientific advancement in medicine.
c. to provide assistance to medical students and physicians to enable them to pursue advanced studies of specialized training.
d. to bring in one organization the physicians of Philippine descent in Minnesota and thus, encourage and foster cooperation, assistance and camaraderie among its members and their families.
e. to provide ways and means of allowing members it render voluntary and charitable services either in America or abroad for collective and organizational efforts.
f. and to perform such other acts that will improve the condition and well-being of practicing physicians in Minnesota of Philippine descent.

Section 2: All monies, earnings, properties and facilities of the association shall belong to the association and none or part thereof shall redound directly or indirectly to the benefit of or be distributed to its officers, or other private persons except that the association has the power to
authorize, disburse, and pay reasonable compensation for services rendered and to make payments and distribution in furtherance of its objectives as provided for in Section I.

Section 3. In the event of dissolution, the assets of the association, after liquidation, shall be disposed of in accordance with its objectives in such manner or to charitable religious and scientific organizations determined by the Board of Directors, in accordance with Chapter 317, Minnesota Statutes.

Section 4. The organization is a non-profit private organization classified as a 501 (c) 3 organization under the IRS code. The Tax ID number is 32-0037403 as determined by the Internal Revenue Service.

Section 5. Mission Statement………..

Article III Membership

Section 1. The membership of the association shall be composed of:

a) regular members: who are doctors of medicine with ties with the Philippine community, currently or previously licensed to practice medicine in Minnesota or neighboring states, and
(previously stated: who are doctors of medicine of Philippine descent, licensed to practice in and are residents of Minnesota, and neighboring states)
b) Associate members: who are physicians in training and medical students in Minnesota or neighboring states. (previously stated: who are interns, residents, fellows, house physicians and other doctors of medicine in educational and institutional practice of medicine)

Section 2. There shall be annual member dues for regular members, and the amount of such dues shall be determined by the Board of Directors.

Section 3. Termination of membership, reinstatement, resignation, maybe voluntary or involuntary as determined by the Board of Directors.

Article IV: Meetings

Section 1. Annual meetings. The annual meetings of the members shall be 7:00 o’clock PM at the principal office of the association or at a such place determined by the Board on the 2nd Saturday of each year, unless such day is a legal holiday, in which case, it shall be held on the next business day following.

Section 2. Special Meetings. Special meetings of the regular members may be called by the President or by the order of the Board of Directors whenever he or they shall deem it necessary, and it shall be the duty of the President or the Board to order call such meetings whenever not less than (23%) per centum of its regular members shall request in writing.

Section 3. Notices. Notice of time and place of annual or special meetings shall be given personally or by mail, addressed to each regular member or record art the address left by such member with the secretary of the association, or at his last known postal address, at least three (3) weeks in advance for annual meetings and one (1) week for special meetings. The notice of every special meeting shall state briefly the purpose of the meeting and no other business shall be acted upon at such meeting except by the consent of all regular members present at such meeting.

Section 4. Quorum. A quorum for any meeting of the regular members shall consist of majority of such quorum shall decide any question(s)
at the meeting.

Section 5. Order of business. The order of business at the annual meeting of its regular members shall be:

a. Proof of the required notice of the meeting.
b. Proof of the presence of quorum.
c. Reading of the minutes of previous meeting and action taken thereon.
d. Report of the Board of Directors.
e. Unfinished business.
f. New business
g. Election of Directors and officers of the ensuing two years at every other annual meeting commencing in 1981.

The order of business at any meeting may be changed by a vote of a majority of the members at such meeting.

Section 6. Voting. At every regular member’s meeting, every regular member shall be entitled to one (1) vote. No member shall be allowed to vote by proxy. Associate members shall have a non-voting status.

Article V. Board of Directors

Section 1. The management of the association shall be exercised, its business shall be conducted, and its property shall be controlled by the Board of Directors composed of 12 members, including the officers of the association who shall be elected at a meeting of the Board following the regular members’ annual meeting and shall hold office for the duration of their term until successors are duly elected and qualified. The notice for the meeting of the board for the election shall be given in the same manner and provided for in the case of meeting of regular members, and may be included in the same notice.

Section 2 The Board shall include the President, Vice President, Treasurer, Secretary, Executive Advisor, and seven (7) board members.
a. There shall be four (4) elected Board members with a term of
four (4) years.
b. There shall be two (2) board members appointed by the president, with a term of two years and shall need reappointment every election year.
c. One board member position shall be held by the ex-officio president.

Section 3. Any seven (7) members of the Board of Directors may call a special meeting of the regular members of the association to remove from office any officer or director who may not be performing his or her duties.

Section 4 The Board of Directors shall hold regular quarterly meetings at such time and place as the body may decide. Special meeting may be called by the President or upon written request of three (3) directors. Notices of all special meetings of this Board of Directors shall be mailed to each Director at his last known postal address or delivered to him personally, or left at his office, or transmitted by telegram or telephone at least one (1) day previous to the date fixed for the meting.

Section 5 The executive advisor will be an appointed position by the current elected president. The advisor will serve as a resource person to the President. He shall do and perform such other duties as time to time assigned to him by the President.

Article VI Officers

Section 1. Officers of the association shall be a President, a Vice-President, a Treasurer, and a Secretary, all of whom shall be elected from any by the Board of Directors. The offices of Secretary and Treasurer may be combined. The Board of Directors may elect or appoint such other officer or committees (or delegate such authority to the President) that may be deemed necessary.

Section 2 Election Vacancy. Directors shall be elected by the regular members at the annual meeting and shall be subject to removal at any time by the regular members, but all officers, unless removed, shall hold office until their successors are duly elected and qualified.

Section 3. President. The President shall be the chief executive officer of the association. In addition to such duties that may be delegated by the Board of Directors, he shall preside at all meetings of the Board of Directors and shall act as temporary chairman at, and call to order all meetings of the association. He shall supervise the business affairs and property of the association and its officers and employees. He shall execute all resolutions of the body. The president shall submit to the body as soon as possible after the close of each fiscal year, and to the regular members at each annual meeting, a complete report of the operations of the association for the preceding year, and of the state of affairs, and he shall, from time to time, report to the Board, all matters within the knowledge which the interest of the association may require to be brought to its notice. He shall do and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 4. Vice President. The Vice-President shall have such powers and perform such duties as the board of directors may from time to time prescribe. In case of the absence or incapacity of the President, the Vice-President shall exercise the powers and discharge the duties of the President.

Section 5. Secretary. The secretary shall supervise the keeping of the minutes of all meetings of the regular members and of the governing body, and all committees, in the book kept for the purpose, and shall make available all such minutes to the President. The association shall have no seal. He shall be in charge of the books and papers of the association and shall attend to the giving and serving of all notices required.

Section 6. Treasurer. The treasurer shall have charge of the funds, receipts and disbursement of the association. He shall deposit or cause to be deposited all monies and other valuable effects of the association in such banks as the board of directors may designate. He shall render to the President or to the body whenever required, an account of the financial condition of the association and all transactions made by him. He shall supervise the keeping of correct books of accounts of all the business transactions of the association. All checks paid out by the association shall be signed by the treasurer, or such other officer or officers or persons as authorized by resolution of the board.

Article VII Amendments.

Section 1 These By-Laws or any part thereof maybe amended or repealed by proposals from the Board of Directors or any five (5) members of the association, and may be adopted by three-fourths (3/4) of all regular members on record voting at any regular or special meeting duly called for that purpose, in accordance with Chapter 317, Minnesota Statutes.