By-Laws

CONSTITUTION AND BYLAWS

AMERICAN ASSOCIATION OF PHYSICIANS OF INDIAN ORIGIN
CHARITABLE FOUNDATION (AAPI-CF)

ARTICLE 1

Section 1: NAME and AUTHORITY

The name of this non-profit foundation is the American Association of Physicians of Indian Origin-Charitable Foundation, hereinafter referred to as AAPI-CF or “Foundation” for short. It shall function as one of the standing Committees of the AAPI. It shall have special privileges of having its own Board of Directors and Officers.

Section: 2 PRINCIPAL OFFICE

The Principal Office of the AAPI-CF shall be the Headquarters of AAPI. The Foundation may choose, from time to time, other places in or out of USA as their Branch Offices to facilitate operations.

ARTICLE II

Section: 1 OBJECTIVES

AAPI-CF shall be a non-profit foundation operated exclusively for the promotion of goals and priorities laid out by Governing Body of AAPI and decided upon by the Board of Directors within the meaning of section 501 C (3) of the Internal Revenue Code of 1954, as amended.

a)      To raise, solicit, collect and disburse funds, for educational, cultural and humanitarian purposes, either directly or in cooperation with other registered non-profit organizations in the United States or abroad.

b)      To foster friendship and understanding between physicians in the United States and in India.

c)      To assist in promoting education and research in the field of medicine and medical care delivery in the United States and in India.

d)     To establish scholarship funds for education and research at Universities or in other institutions through the trust established for that purpose.

e)      To help patients or institutions with medicine and medical equipment. Contributions to agencies such as medical schools, hospitals, Red Cross, Lions, Rotary Clubs, or any other trusted and reputable agencies for the relief of calamities such as an epidemic of diseases or disaster created by nature or men.

f)       Making grants to the various non-profit organizations both public and private, in India and the United States, to carry out the objectives of those organizations, which are similar to the foundation’s objectives.


ARTICLE III GOVERNANCE

BOARD OF DIRECTORS

The Board of Directors of the Foundation shall be an Executive body. It should take it’s directives from the Board of Directors of the Foundation and is shall be accountable to the Executive Committee of AAPI.

Section 1 POWERS

Subject to the limitations, the Bylaws in the Arizona revised statutes as to the action to be authorized or approved by the Board of Directors as prescribed by the Bylaws. All foundation powers shall be exercised by and under the authority of and the Board of Directors shall control the business and affairs of the foundation. The Board shall have the power to delegate any of the powers exercised or exercisable by the Board to any standing special committee, to any officer or agent, or to appoint any person to be the agent of the corporation, with such powers, including the power to sub delegate, and upon such terms as the Board shall deem appropriate.

Section 2.1: COMPOSITION OF THE BOARD

The Board of the Foundation shall consist of 21 Directors. 10 would be from general membership of AAPI and the remaining 11 will be from patron trustees. In addition the Presidents of AAPI, YPS and MSR, or their representative, shall serve as ex-officio members.

1.      The term of a director will be three years. No director shall serve more than two consecutive terms. To implement these Bylaws during the first year four directors in General Membership category and five Directors from the Patron Trustees shall be appointed and during second and third year three in each category of directors, shall be appointed. In future these directors shall be replaced or reappointed after three years according to the year of their appointment. The term limitation shall not apply to any of the directors who are serving as Officers of the Foundation as described in Article IV.

2.      New directors and office bearers of the Foundation shall be selected at the annual meeting of the Foundation.

Section 2.1.A: Qualifications for Director from general membership:

1.      The Candidate must be a dues paid member of AAPI.

2.      Should have demonstrated ability to raise funds.

3.      This group of Directors shall be appointed on the recommendations of the President of AAPI.

Section 2.1.B: Qualifications for Director from patron trustees: 

  1. The Candidate must be a dues paid member of AAPI
  2. The Candidate must show interest in raising funds for the Foundation.
  3. Has made contribution of at least $10,000.00, to the Foundation.
  4. This group of Directors shall be appointed on the recommendations of the Chairperson of the Foundation in consultation of the AAPI President. 

Section 2:2 All members of the Board shall sign a disclosure reflecting conflict of interest while voting on any particular project under consideration for funding.

Section 2:3 All members of the Board shall devote time and energy to raise Funds for the Foundation.

Section: 3 VACANCIES

A vacancy due to removal, resignation or death of a director(s) on the Boards, shall be filled by appointing of a new director by Chair of the Foundation after consultation with the President of AAPI. A newly appointed director shall sever unfinished term of the outgoing director.

Section: 4 REMOVAL

1.      Any Director who ceases to be a member of AAPI or who does not attend three consecutive meetings of the Foundation without a reasonable cause shall be removed from the Board at the discretion of Chair.

2.      Any Board member engages in activities contrary to the objectives of the Foundation shall be removed with an affirmative vote of two third majority of Board members. The affected member shall be notified in writing by Chair

Section: 5 MEETINGS and QUORUM

1.      The Board may conduct its business via meetings, teleconferences or by any other mode, which is acceptable to the majority of members of the Board. Such mode of transmission shall be determined during the first meeting of the year.

2.      All agenda items, pertinent information and related items shall be forwarded to all members of the Board along with the notice of the scheduled meeting by postal mail, fax, e-mail or any other mode which is acceptable to the majority of the Board members.

3.      The Board of Directors shall hold at least three meetings or teleconferences in a year except annual meeting, which will be a face-to-face meeting.

4.      A simple majority shall constitute quorum for a meeting of the Foundation. A proxy vote of a Board member shall be acceptable. The presiding officer will cast vote only in case of tie.

5.      Secretary of the Foundation shall forward notice of scheduled meetings to members of the Board at least two weeks prior to the meeting date. It shall be the responsibility of the member to keep Secretary up to date with their contact information.

6.      A special meeting or teleconference may be called by request of 25 % members of the Board, or at the request of Chair of the Board or President of AAPI. A notice of seven days will be required to call for such meeting.

7. In case of an emergency, the Chairperson of the Board will take a decision in consultation with the President of AAPI. Such decision shall be rectified by the majority vote of the Board within seven days.

Section: 6 ANNUAL MEETING

Annual meeting of the Foundation shall be held at the Annual convention of AAPI. Failing to meet at the AAPI Convention, it should be held within 30 days after the convention. During the Annual Meeting

a.       Treasurer shall present annual financial report.

b.      Appoint new directors.

c.       Election of the office bearers conducted by the Past Chair.

Section: 7 FEES AND COMPENSATION

All members of the Board shall serve the Foundation without any compensation. But any approved expenses under taken by a Board member on behalf of the Foundation shall be reimbursed.

ARTICLE IV

Section 1. OFFICERS

a)      All officers of the Foundation shall serve two year term.

b)      The officers of the Foundation shall be Chair, Vice-Chair, Secretary and Treasurer

c)      Officers will be elected from Board of Directors serving on the Foundation Board.

d)     Succession from Vice-Chair to Chair shall be automatic.

e)      If an officer declines to advance to a higher position, next officer in line will be promoted. Vacancy thus created will be filled in By Chair in consultation with the Board.

f)       If vacancy arises due to resignation or removal or for any other cause, the next officer in line will be promoted for the period of unfinished term. If such period is less than a year, the officer assuming the position will finish the term and then will serve his/hers own term.

g)      Chair from time to time may invite persons with certain expertise, experience and knowledge, who are able to raise funds or willing to undertake special tasks in capacity of advisors. They will be non-voting members and will not be eligible to run for the office of the Foundation.

Section: 2 CHAIRPERSON OF THE BOARD

a.       Chair of the Board shall preside at all meetings of the Board of Directors and shall exercise and perform such other powers and duties as may from time to time be assigned to him by the Board or prescribed in the Bylaws.

b.      Chair shall be the Chief Executive Officer of the foundation and shall have general supervision, direction and control of the business and officers of the foundation. He/She shall see that all orders and resolutions of the Board are carried into effect.


c.    He/She shall have authority to delegate any specific powers to any other members of the Board.

d.   Qualification for the Chairperson: Two years experience on the Foundation, one of which must be as an officer of the Foundation.

Section 3 Vice-Chair

1.    In the absence or disability of the Chair the Vice shall perform all duties of the Chairperson.

2.    Qualification for the Vice-Chair: Two year experience on the Foundation, one of which must be as an officer of the Foundation.

Section: 4 SECRETARY

1.      Secretary shall be responsible for keeping records.

2.      To keep the minutes of the meetings. The minutes shall be sent to all members of the Board and to the President of AAPI within 30 days after a meeting.

3.      He/She shall maintain contact information of all Board members.

4.      He/She shall be responsible to notify all members regarding time, place and agenda items of the meetings of the Board.

5.      Secretary along with Chair will sign contractual agreements.

6.      In order to maintain non-profit 501C(3) status, the Secretary shall comply and submit required documents to the governmental agencies.

7.      Qualification: One-year experience on the Foundation.

Section: 5 TREASURER

1.      The Treasurer shall have the care and custody of all the funds and securities of the Foundation, and shall deposit said funds in such bank or trust company as the Directors may elect.

2.      The Treasurer shall prepare a budget within 30 days after election.

3.      He /She shall sign all checks, drafts, notes and orders for the Board of Trustees and All checks over $10,000.00 shall be countersigned by another officer Chair or his/her designated officer

4.      The Treasurer shall be responsible to maintain all accounts, file taxes in a timely manner and submit financial statement during the GB meetings.

5.      The Treasurer shall submit a monthly financial statement to the AAPI Head Office and a copy to the Treasurer of the AAPI.

6.      The treasurer shall arrange for an external audit as required by the state and federal laws and also upon request from the Governing Body.

7.      At the end of each year, the Treasurer shall present an audited copy of accounts of the foundation to the Board.

8.      Qualification: One year experience on the Foundation


ARTICLE V

OPERATION OF THE FOUNDATION

A. Charitable Projects:

a. Proposals and projects requesting assistance or grants from the Foundation should be submitted in writing and must meet the following criteria.

i.           All projects must clearly define the cost, objectives and goals.

ii.         There shall be no conflict of interest or personal benefit to any officer of the Foundation or the person writing the proposal.

iii.       The project should meet the criteria of the IRS. Any project undertaken or funds disbursed should be through an organization, which meets with the IRS standards, as determined by the Board of Trustees.

b. All projects shall be presented to the Foundation Board. All proposed projects shall fall in to one of the following categories:

i.           On going Project: The projects that have received funding from the Foundation in past. The person in charge of these projects must submit a report to justify continual funding.

ii.         New Projects under consideration: the Board shall evaluate the projects.

iii.       Future Projects: The projects, which are submitted to the Board for consideration but awaiting recommendations.

iv.       Emergency Projects: The projects, which need immediate consideration. The Board should set aside part of funds for Emergency Projects (Article III, Section 5-6)

c. The Board of Directors of the Foundation should monitor each project and its status shall be reported to the Executive Committee of the AAPI periodically.

B: Accounting:

Board shall maintain the following separate categories of accounts of the Foundation.

1. Operative Account:

a.       This account should hold all income and funds except contributions of Patron Trustees.

b.      All day-to-day expenses shall be paid through this account.

c.       Treasurer shall maintain this account.

2. Savings or Investment Account:

a.       All surplus monies from Operative Account should be transferred in to high interest bearing Savings or Investment Accounts.

b.      The Treasurer of the Foundation shall monitor this account.

3. Endowment Account:

a.       This Account should hold all the funds donated by the Patron Trustees.

b.      Shall be monitored by all officers of the Board.

c.       Investment philosophy shall be conservative but with an eye for long-term investment.

d.      Transfer from this account to operative account shall need 2/3rd majority vote of the Board.

e.       Endowment funds will be used only for “On Going Projects” supported by AAPI

4. Board should consider transferring 7% of Grant Monies or funds collected for charitable causes to Operative Account of the Foundation to cover overhead cost of operation of the Foundation.

ARTICLE VI

DISSOLUTION

1. The Foundation shall be dissolved in case:

A.       Unable to maintain its objective and goals.

B.       Unable to operate due to lack of funds.

2. Such an action will need affirmative vote of 2/3 members of the Governing Body upon recommendations of the majority of members of the Foundation in consultation with the patron trustees at large.

3. In the event of dissolution of the Foundation, the residual funds of the Foundation shall, after paying of all the liabilities, be assigned to AAPI. In the event of dissolution of AAPI, the net assets of AAPI shall be disposed of as provided in the Bylaws of AAPI.

ARTICLE VII:

AMENDMENTS

These Bylaws of the Foundation can be amended as follows:

a.       Any member of the Board of Directors of the Foundation can propose amendment to these Bylaws.

b.      The proposed amendments should be approved by the majority vote of the Board of Directors.

c.       The approved proposal for amendment of the Bylaws shall be presented to the governing body of AAPI for discussion and approval.

d.      The amendments to the Bylaws will become effective only after approved by the two-thirds majority of the Governing Body of AAPI.


American Association of Physicians of Indian Origin Charitable Foundation Bylaws (Version 2.1)

Proposed 

Saturday, March 26, 2005 

Spring Governing Body Meeting 

Fort Lauderdale, Florida

To be approved in Governing Body Meeting  In AAPI Annual convention in Houston, Texas in June 2005.