BYLAWS
OF
GLOBAL ALLIANCE OF INDIAN BIOMEDICAL PROFESSIONALS, INC.
A Maryland Not for Profit Corporation
ARTICLE ONE: NAME AND POWERS
1.1 Name: These bylaws constitute the code of rules adopted by the Global Alliance of Indian Biomedical Professionals, Inc. (“The Association”) for the regulation and management of its affairs. These bylaws will be enforced by the agents of the Association.
1.2 Powers: The Association shall have such powers as are now or may hereafter be granted by the State of Maryland; except that such powers may be exercised only in furtherance of the purposes of the association as stated in its articles of incorporation and consistent with its status as corporation described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE TWO: OFFICES AND AGENCY
2.1 Offices: The Association shall have and continuously maintain a registered office in the State of Maryland. In addition, the Association may maintain other offices either within or without the State of Maryland, as its operation requires. The address of the registered office shall be identical with the office of the Registered Agent of the Association. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and submission of the appropriate statement to the office of the Maryland Secretary of State.
2.2 Registered Agent: The Registered Agent of the Association may be either an individual, resident in the State of Maryland, or domestic or foreign corporation, authorized to act as such agent. Such an agent shall be continuously maintained by the Association in the State of Maryland. A new Registered Agent may be appointed if the office of such agent becomes vacant for any reason, or such agent becomes disqualified or incapacitated to act, or if the Association through the Board of Directors revokes the appointment of such agent by duly adopted resolution. The new appointment shall be made by duly adopted resolution of the Board of Directors and submission of the appropriate statement to the office of the Maryland Secretary of State. Such Registered Agent shall be recognized as an agent of the Association on whom any process, notice, or demand required or permitted by law to be served on a association may be served.
ARTICLE THREE: MEMBERSHIP
3.1 Any person eighteen years or older who subscribes to the objectives of the association and pays the annual dues, as decided by the executive committee, is entitled to be a member of the association.
3.2 Each due paying member shall carry one vote. The individual and his/her spouse shall both be dues paying member when he/she pays for family. Dependent parents and children living with the dues-paying family member/members are entitled to all the benefits of membership except voting rights.
3.3 Membership may be revoked for a period not more than twelve months with due notice of a month for conduct considered undesirable, by the two-thirds of the assembled members of the association, provided that an explanation has been obtained and considered unacceptable to the majority of the executive committee.
ARTICLE FOUR: BOARD OF DIRECTORS
4.1 General Powers: The affairs and activities of the Association shall be managed by or under the direction of its Board of Directors.
4.2 Number, Tenure and Elections: The number of directors shall be no less than one and no more than twenty-one. The members of the association shall elect the directors annually either at the general body meeting or via voting by a simple majority. A 25% of the membership is considered as minimum quorum for conducting the elections. Any member (See Article III, section II for definition of member) can nominate a candidate for election. The nominating member and the candidate shall sign the nominations. In case of a contest, the election shall be conducted by counting supporting hands from among the members present in the meeting or by electronic voting. Nominating member and the contesting members can also vote. Each director shall hold office for a period of two years, or until his or her earlier resignation or removal. At the end of the tenure, the members of the association will re-elect 2/3 of the Board and up to 1/3 of the directors could be new members of the Board. The Directors can be re-elected by the members of the association.
4.3 Annual and Regular Meetings: The Annual Meeting of Directors shall be held on such day, and at such place, as shall be designated in the notice of such meeting for the purpose of electing directors and officers, and for the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
4.4 Special Meetings: Special meeting of the Board of Directors may be called by the President or by any two directors to be held at such time and place as shall be designated in the notice of the meetings.
4.5 Notice and Purpose of Meetings: Notice of the time and place of any meeting of the Board of Directors shall be given at least three days in advance thereof by written notice delivered personally or sent by mail, telegram or mailgram to each director at his or her address as shown on the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage prepaid. When emailed, an evidence of delivery of email shall be allowed. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice thereof, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.
4.6 Quorum: A quorum for the transaction of business at any meeting of the Board shall consist of a majority of the directors then in office, except that if less than a majority of the directors then in office is present at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
4.7 Telephonic Meetings: Directors may participate in and act at any meeting of the Board through the use of a conference telephone or other communications equipment including e-mail by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating.
4.8 Manner of Acting: The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Any action of the directors may be taken without a meeting if a unanimous consent in writing (setting forth the action so taken) shall be signed by all the directors entitled to vote with respect to the subject matter thereof.
4.9 Removal and Resignations: Directors may be removed from office by the Board of Directors, for any reason, by voting by two-thirds of the current members of the Board. The Directors can also be removed from the Board for repeated unavailability as decided by the rest of the Board members. Any director may resign from the Board at any time by giving written notice to the Board of Directors, or to the President or Secretary of the Corporation, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective but such resignation shall be effective when notice is delivered.
4.10 Vacancies: Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
4.11 Procedure: The Board of Directors may adopt its own rules of procedure, which shall not be inconsistent with these bylaws.
ARTICLE FIVE: THE EXECUTIVE COMMITTEE
5.1 Officers: The Executive Committee shall be elected from within the Board of Directors for a period of one year. The office bearers shall be a President, one or more Vice-Presidents, a Treasurer, a Secretary and a Joint-Secretary. The Board of Directors may elect such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person.
5.2 Election and Term of Office: The officers of the Association shall be elected each year by the Board of Directors at the Annual Meeting of Directors (in accordance with these bylaws) or on such later date thereafter as may be convenient. Each officer shall hold office until his or her successor shall have been elected by the Board of Directors.
5.3 Removal and Resignations: Any officer elected by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Association would be served thereby. Any officer may resign at any time by giving written notice to the President or Secretary.
5.4 President: The President, subject to the direction and control of the Board of Directors, shall be in charge of the business and affairs of the Association. The President is also the chief spokesperson of the association followed by the Secretary.
5.5 Vice Presidents: In the absence of the President, or in the event of the President's inability or refusal to act, a Vice President designated by the Board of Directors shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions of the President. Vice Presidents shall perform such duties from time to time as may respectively be assigned to them by the President or the Board of Directors.
5.6 Treasurer: The Treasurer, subject to the direction of the President, shall be the principal accounting and financial officer of the Association, and shall perform such duties as may from time to time be assigned to him or her by the President or by the Board of Directors. The treasure is responsible for payment all bills of the Association after approval by the Executive Board.
5.7 Secretary: The Secretary shall keep the minutes of the meetings of the Board of Directors in books provided for that purpose; shall assure that all notices are given in accordance with the provisions of these bylaws or as required by law; shall be custodian of the Association's records; shall certify the authenticity of copies of the bylaws, resolutions of the Board of Directors and committees thereof, and all other documents of the Association; and shall in general perform all duties incident to the office of corporate secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.
5.8 Joint-Secretary: In the absence of the Secretary, or in the event of the Secretary’s inability or refusal to act, the Joint-Secretary shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions of the Secretary. Joint-Secretary shall perform such duties from time to time as may respectively be assigned to him/her by the Secretary, President or the Board of Directors.
5.9 Vacancies: Any vacancy in any office arising from any cause shall be filled for the unexpired portion of the term by action of the Board of Directors.
5.10 Committees and Advisory Bodies: The executive committee is empowered to appoint members to the sub-committees and ad-hoc committees to accomplish such tasks and operations as to realize aims and objectives of the association, to investigate specific problems, and to make recommendations to the executive committee. The committee is also empowered to appoint coordinators for the various activities of the association.
ARTICLE SIX: CONTRACTS, LOANS, CHECKS, DEPOSITS AND GIFTS
6.1 Contracts: The Board of Directors may authorize any officer or agent of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or sign any instrument in the name of the Association, and such authority may be general or confined to specific instances.
6.2 Checks and Drafts: All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness (issued in the name of the Association) shall be signed by the Secretary and the Treasurer. In the absence of both, such instruments shall be signed by any two of the officers of the Association.
6.3 Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
6.4 Gifts: The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
ARTICLE SEVEN: FISCAL YEAR AND FINANCE
7.1 The fiscal year of the association shall be the calendar year.
7.2 The executive committee shall be responsible for the finances of the association, until the general body meeting approves audited financial report.
7.3 A financial account in the name of the association shall be maintained in a bank and operated by the treasurer.
7.4 The Executive Board shall appoint an auditor (from within members of the Association, or without). The auditor shall review the accounts of the association and certify, with his/her comments, not later than the first month of the following year.
7.5 The executive committee shall make it available to all its members, the certified financial statements of the preceding fiscal year, during or before the first function.
7.6 Only the members of the executive committee are empowered to make expenditures on behalf of the association.
7.7 All expenditures made by any individual or individuals on behalf of the association shall require the approval of the executive committee.
1. All efforts should be made by the outgoing executive committee to pay all outstanding bills for the current year before handing over the office to the new committee.
2. In the event the outgoing executive committee under conditions beyond their control cannot pay any bills, the new executive committee shall pay these bills provided these bills are individually identified with sufficient funds earmarked for these by the outgoing executive committee.
3. Any reasonable and legitimate late bills that could not be accounted for or identified, as bills to be paid by the outgoing executive committee shall be paid by the new committee provided the amount is less than or equal to $200.00. For bills of amount larger than $200.00, the general body should approve the payment. However, a provisional decision can be made to pay bills larger than $200.00 at the discretion of the executive committee pending approval by the general body.
ARTICLE EIGHT: MISCELLANEOUS
8.1 Waiver of Notice: Whenever any notice whatsoever is required to be given under the provisions of the articles of incorporation or these bylaws, a waiver thereof in writing signed by the persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance at any meeting shall constitute waiver of notice thereof unless the person at the meeting objects to the holding of the meeting because proper notice was not given.
8.2 Indemnification of Directors, Officers, Employees and Agents: The Association shall indemnify any person who was or is a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil or administrative, on the basis of actions taken while such person is or was a Director, officer, or foundation manager of the Association against all attorney's fees and expenses sustained as a result of and incurred in connection with the defense of any such action, suit or proceeding, provided, however, that:
(a) such expenses are reasonably incurred by such director, etc. in connection with such proceedings, and
(b) such director, etc. is successful in such defense, or such action, suit or proceeding is terminated by settlement, and such person did not act willfully and without reasonable cause with respect to the act or failure to act which leads to liability for tax under Chapter 42.
Anything to the contrary notwithstanding, this Section shall not be construed as allowing payment of any judgment or the principal amount, or interest or penalties thereon, of any settlement of a proceeding under Chapter 42 or state laws relating to the mismanagement of funds.
ARTICLE NINE: AMENDMENTS TO BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the directors present at any regular meeting or at any special meeting of the Board of Directors.