AMERICAN ASSOCIATION OF SOUTH ASIAN NEUROSURGEONS
Section 1. Name. The name of the corporation shall be American Association of South Asian Neurosurgeons (the “Association”).
Section 1. Purpose. In accordance with the purposes and powers set forth in the Articles of Incorporation of the Association, the purposes of the Association shall be:
a. To enable members to maintain contact with their parent country.
b. To establish funds, awards, scholarships, fellowships, and memorial lectures.
c. To foster scientific exchange between members both in the United States and other countries.
d. To accept grants of money, securities, and property of ay kind on such terms as may seem expedient.
e. To issue appeals for funds in furtherance of the objectives of the organization and to undertake any endowments, trusts, funds, or donations not inconsistent with said objectives.
Section 1. Membership. The Association shall have four classes of members.
a. Active Members. Active Members of the Association shall be neurosurgeons of South Asian origins heritage practicing in the USA/CANADA and have paid yearly dues to the association in an amount determined by the Board of Directors.
b. Associate Members. Associate Members shall be those physicians of South Asian heritage who are at present in neurosurgical residency program in USA/CANADA.
c. Honorary Members. Honorary Members are physicians who have been nominated and approved for this status by the membership.
d. Emeritus Members. Emeritus members are active members retiring from practice who may request emeritus status.
e. Voting Rights. Only active members shall have voting rights.
f. Term of Membership. Membership for active members shall be for a period of one year. Active membership shall be renewable annually by timely payment of dues in amounts as determined by the Board of Directors. Active lifetime membership shall be granted by paying the specified lifetime membership dues in amounts as determined by the Board of Directors.
Section 2. Rights of Members. The right of a member to vote and all of his right, title, and interest in or to the Association shall cease on termination of his membership. No member shall be entitled to share in the distribution of the Association assets upon its dissolution.
Meetings of Members
Section 1. Annual Meeting and Special Meeting. The meetings of the Association shall usually be held on the day after the Association welcoming reception during the AANS and CNS meeting. The Board of Directors shall provide for the calling of special meetings of the Association anytime and shall determine the times and places of all meetings. The meeting shall provide a forum for the exchange of the information and discussion of the policies, consideration of amendments to the constitution and fore the transactions of all other business.
Section 2. Quorum and Proxies. At least fifteen percent of the Active Members shall constitute a quorum for the transaction of business at any meeting of the Association but less than a quorum may adjourn or dissolve the meeting. The sole exception of this rule shall be any amendments to the Article of Incorporation which shall require an affirmative vote from 66% of the voting members present before it can be adopted. If a quorum is represented at a meeting, the affirmative vote of a majority of the Active Members present or represented by proxy at the meeting shall be sufficient for the transaction of any business except as required by law or the By-Laws or the Articles of Incorporation of the Association. Any Active Member not present in person at any meeting of the members of the Corporation may vote by proxy signed by such Active Member and filed with the secretary prior to the commencement of the meeting, but no such instrument which is dates more than one (1) month before the meeting specified therein shall be accepted.
Section 3. Annual Meeting. The annual meeting of members of the Association shall be held at such time within the three months after the close of the fiscal year of the Association and at such location as the Board of Directors may determine.
Section 1. Number and Elections. The Board of Directors of the Association (“Directors”) shall consist of not more than 10 or less than 3 members. All of the Directors of the Association shall be elected or any regular meeting of the Association.
Section 2. Term and Vacancies. The Directors shall each serve a term of three years, provide however, that the initial Directors shall serve staggered terms so that the term of three members shall expire at the end of one year., the term of three members shall expire at the end of two years, and the term of three members shall expire at the end of three years. In the event of a vacancy on the Board of Directors, the remaining Directors shall elect a successor who shall complete the unexpired term.
Section 3. Duties. The Board of Directors shall be the governing body of the Association and may exercise all powers and authorities and do all the lawful acts which advance the purpose of the Association and which are not forbidden by the Articles of Incorporation, the Code of Regulations, and any provisions thereof or law applicable thereto.
Section 4. Committees. The Board of Directors may appoint Committees of Directors and may delegate to any such committee any of the authority of the Directors. Each committee shall serve at the pleasure of the Board of Directors and shall be subject to its control and direction
Section 5. Meetings. The Board of Directors shall meet at such times as the Directors may determine. Special meetings of the Board of Directors may be called by the President at any time and shall be called by the President upon the written request of one-third of the Directors.
Section 6. Notice of Meeting. Written notice of a meeting shall be given to each Director at least seven days before the date set for any such meeting.
Section 7. Quorum. At any meeting of the Board of Directors, the presence of five Directors shall constitute a quorum for the transaction of business. The business of the Association shall be decided upon by a majority vote of the Directors present at a meeting at which a quorum is in attendance.
Officers of the Board of Directors
Section 1. Officers. The officers of the Board of Directors shall be a President, President Elect and Secretary-Treasurer, and such other officers as the Board of Directors may authorize, all of whom shall be elected by the members at the annual meeting and all of whom shall hold office for a period of one year or until successors shall have been duly elected and qualified.
Section 2. Presiding Officer. The President shall preside at all meetings and shall be ex-officio member of all committees.
Section 3. President-Elect. The President-Elect shall act as President in the absence of the President, and when so acting, shall have the power and authority of the President.
Section 4. Secretary-Treasurer. The Secretary-Treasurer shall send appropriate notices and prepare agendas for all meetings; shall act as custodian of all records and reports; and shall be responsible for the keeping g and reporting of adequate records of all meetings; shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements. He shall deposit all monies in the name, and to the credit of the Association in such depositories as may be designated buy the Board of Directors; disburse the funds of the Association as may be ordered by the Board of Directors; and report to the Directors with respect thereto.
Section 1. The Directors shall have such powers as are now or may hereafter be granted under the Non-Profit Corporation Law of the State of Ohio, so long as the exercise of such powers are activities permitted to a corporation qualifying under Section 501©(3) of the Internal Revenue Code, and are conducted for the purposes set forth herein and in the Articles of Incorporation.
Section 2. To the extent not inconsistent with the above, the Directors shall have the power to:
a. Solicit, collect, receive, acquire, hold, and invest money and property, both real and personal, received by gift, bequest, devise, grant, purchase, exchange lease, transfer, judicial order or decree, or otherwise, of whatever kind and description and wherever situate, absolutely or in trust, to carry out the purposes of the Association as directed by the Board of Directors;
b. Invest and reinvest any assets of the Association and collect income therefrom;
c. Arbitrate, defend, enforce, release, compromise, or otherwise settle any claim of or against the Association;
d. Make any division or distribution of the assets or income of the Association in furtherance of its purposes as directed by the Board of Directors.
e. Control, maintain, and improve, lease for any term, rent, exchange, sell, convey, or transfer at public or private sale, all or any part of the real or personal property of the Association;
f. Execute and deliver proper instruments of conveyance and transfer;
g. Borrow money and execute a note or notes or other instrument therefore and secure the same by the assignment, pledge, or mortgage of corporate property;
h. Execute and deliver proxies and powers of attorney and such other instruments as are incidental to the holding, controlling, and voting of corporate securities or the sale or exchange thereof;
i. Hold assets in the name of a nominee or in bearer form, in its own name, or as Director;
j. Make divisions and distributions of corporate property in case of in kind, or partially in cash and partially in kind from current income or from principal, as shall be directed by the Board of Directors.
Indemnification of Directors and Officers
Section 1. The Association shall indemnify, to the full extent then permitted by law, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the face that he is or was a Director, officer, employee, or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee, or agent of another corporation, domestic or foreign, non-profit, or for profit, partnership, joint venture, trust, or other enterprise; provided, however, that the Association shall indemnify any such agent (as opposed to any Director, officer, pr employee) of this Association to an extent greater than that required by law only if and to the extent that the Directors may, in their discretion, so determine. The indemnification provided hereby shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any law, the Articles of Incorporation, or any agreement, vote of shareholders or of disinterested Directors, or otherwise, both as to action in official capacities and as to action on another capacity while he is a Director, officer, employee, or agent of the Association, and shall continue as to a person who has ceased to be a Director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
Section 2. The Association may, to the full extent then permitted by law and authorized by the Directors, purchase and maintain insurance on behalf of any persons described in Section 1 of this Article VIII, against any liability asserted against and incurred by any such person in any such capacity or arising out of his status as such, whether or not the Association would have the power to indemnify such person against such liability.
Section 1. Vote Required. The Articles of Incorporation and the Cod of Regulations may be amended or new regulations may be adopted by a majority vote of the members present at a meeting called for such purposes.
The above resolutions were adopted at a meeting of the Association on the _____ day of ________________, 200__.
American Association of South
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American Association of South