Constitution & ByLaws

Indian American Urological Association
Constitution and Bylaws
Amended and Approved May 2016

PREAMBLE

Be it resolved that a non-profit organization be formed to maintain the identity of urologists of Indian origin practicing in the United States of America and Canada, that a forum be provided for meeting, sharing and fostering professional and cultural advancement; and accommodate younger generation urologists of Indian descent.

ARTICLE I: NAME

The name of the organization shall be the Indian American urological association, incorporated. The organization shall be non-profit and incorporated in the District of Columbia.

ARTICLE II: OBJECTIVES

1. To conduct educational lectures and seminars relating to the medical field of urology for members of this organization.
2. To promote close relationship and communication among the members through cultural and social gatherings besides educational endeavors.
3. To act as a central forum for the urologists of Indian origin in North America and to maintain a close liaison and to facilitate exchange of information with other urological societies of North America, whereby information of common interest among members can be shared.
4. To maintain a liaison and communication with the Indian associations of other medical specialties and cultural organizations in North America.
5. To communicate and exchange information and encourage interdisciplinary cooperation with the Urological Society of India, other medical associations of India and abroad.

ARTICLE III: MEMBERSHIP

Section 1. Classification of Members.

1. Active member: any licensed physician of Indian origin who is residing and practicing urology in North America is eligible for active membership.
2. Candidate (associate) membership: residents, fellows, and medical students in urology training are included in this category. Annual dues will be waived.
3.  Corresponding (international) membership: physicians and other scientists who reside outside of the United States and Canada, and who devote at least 75% of their total professional activities to the field of urology.
4. Senior member: members who have reached 65 years of age or retired from active practice or disabled may request to advance to Senior status and request a waiver of dues.
5.  Affiliate (scientific) membership:
   1. Basic scientists who have their primary research effort in the field of urology and/or spend 75% of their working time in urology related endeavors.
   2. Non-urologists who have contributed significantly to the specialty of urology.

Section 2. Application for Membership. Application for membership shall be made in writing on a form provided by the organization. The application shall be forwarded to the secretary. The application shall be reviewed by the membership committee and recommended for approval by the board of directors.

Section 3. Dues. All appropriate member categories shall be assessed annual dues as determined by the Board of Directors. Any member who fails to pay annual dues for two consecutive years shall be removed from the rolls and have their benefits revoked. Any member dropped for non-payment of dues after a two year period  may be reinstated to active status by paying the then current year dues as well as the reinstatement fee.

ARTICLE IV: MEETINGS

Section 1. Regular Meetings.  The organization shall hold a general body meeting of all members at the venue of the AUA annual meeting.

Section 2. Special Meetings.  Special meetings may be called of the membership for an urgent matter on recommendation of the president with the approval of the board of directors.

Section 3. Notice of Meeting and Quorum.  Only voting Association Members shall have the right to speak and participate at the Annual Business Meeting.  H.  Non-voting members may attend as observers at the meeting.   Official notice of the time, place and agenda of the Annual Business Meeting shall be provided at least thirty (30) days before the Meeting.  Assuming that adequate notice of the Annual Business Meeting has been given to the voting members pursuant to these Bylaws, there shall be no quorum requirement at that Meeting.

Section 4. Conduct and Procedure of the Meeting.  Conduct of the meeting and parliamentary procedure shall be in accordance with Robert’s rules of order, unless governed by the constitution and by-laws of the organization. Any action taken or attempted by the organization in conflict with the provisions of the organization’s constitution and by-laws and its amendments shall be invalidated and considered a non-official act.

Section 5. Order of Business.  The following shall be the order of business in a general meeting:
1.Call to order.
2.Introduction of new members and guests.
3.Ratification of minutes of the previous meeting.
4.Report of the board of directors, president, president-elect, secretary, treasurer.
5.Unfinished business.
6.New business.
7.Election of officers.
8.Vote of members.

ARTICLE V: BOARD OF DIRECTORS

Section 1.  Board Composition.  The board of directors shall consist of Six (6) Elected Officers and Eight (8) additional members who represent the geographic Sections of the American Urological Association..  Elected officers are: President, President-elect, Immediate Past President, Secretary, Treasurer and Historian.  Representatives are from the AUA’s Mid-Atlantic, New England, New York, North Central, Northeastern, South Central, Southeastern and Western Sections.

Section 2.  Qualifications.

A.  He or she must be an active member.
B.  He or she must be a licensed practitioner of urology in North America.
C.  The president must have held an elective office of the organization for at least one term.

Section 3.  Duties of Officers.

A. President.  The president shall:

1.  Preside over meetings, regular and special.
2.  Appoint all chairpersons of the committees, and appoint committees. Subject to the approval by the board of directors.
3.  Act as a chairperson for the board of directors.
4.  Submit articles to the Association newsletter as requested, and at least for the spring and fall editions.
5.  Be a member of the nominating committee for his/her term.
6.  Perform such duties as may be imposed on him or her by the organization in general and the board of directors pertaining to his or her office.
7.  The President may identify one or more host city advisors to assist with social aspects of the annual meeting, investigating sites/venues, working with vendors.
8.  The term of the president is two years.

B. President-Elect.  The president-elect shall:

1.  Perform any duties assigned to him or her by the president or by the board of directors.
2.  Be a member of the board of directors.
3.  Serve as chairperson of the nominating committee.
4.  Submit articles to the Association newsletter as requested, and at least for the spring edition preceding the start of his term.

C.  Secretary.  The secretary shall:

1.  Keep accurate minutes of all meetings.
2.  Maintain an official and updated list of all members of the organization in coordination with the membership committee.
3.  Be responsible for issuing an agenda of all regular and special meetings.
4.  Submit articles to the Association newsletter as requested, and at least for the spring and fall editions.  Keep a copy of all official correspondence of and to the organization, including newsletters and program brochures for the archives of the organization.
5.  Be custodian of reports submitted by committee chairpersons.
6.  Be custodian of the organization’s constitution and by-laws amendments.
7.  Notify committee members of their appointment and the duties they are to perform.
8.  Advise persons concerned of actions affecting them that are taken by the organization.
9.  Advise each applicant for membership, in writing, of the action taken on his or her application.
10.Perform such duties as may be assigned by the board of directors or the president.
11. Be a member of the board of directors.
12. Be responsible for transferring all records of the organization at the first meeting of the year of the board of directors to the incoming secretary.

D.  Treasurer.  The treasurer shall:

1.  Keep an accurate accounting record of all business transactions of the organization, keeping all receipts, disbursements and records of assets and liabilities of the organization.
2.  Be responsible for paying bills of the organization on time.
3.  Be custodian of all money and checks.
4.  Prepare a financial statement at the end of the year to be presented at the last general meeting of the year and printed in the newsletter.
5.  Be responsible for obtaining an official audit by a certified public accountant of the finances of the organization.
6.  Transfer all books, accounts and checks to the incoming treasurer of the organization.
7.  Submit articles to the Association newsletter as requested, and at least for the spring and fall editions.
8.  Perform such other duties as assigned to him or her by the board of directors.
9.  Be a member of the board of directors.

E.  Section Representatives.  The section representatives shall:

1.  Be responsible for communicating with the board of directors and the members in their section.
2.  Be a member of the executive committee.
3.  Have liaison with the other Indian medical associations and Indian societies in their section.
4.  Be responsible for assessing ways and means of carrying out educational, charitable, social and professional affairs of the organization.
5.  Perform such duties as assigned to him or her by the president and board of directors.
6.  Sectional representatives can at their discretion with the approval of the board of directors arrange regional meetings and CME programs.

F.  Historian.  The Historian shall:

1.  Be responsible for communicating with the board of directors and membership at large.
2.  Be a member of the executive committee.
3.  Prepare an annual eulogy or other recognition of deceased members and present at the annual business meeting.
4.  Maintain items of historical significance to document the history and progression of the Association.
5.  Serve as a reference and institutional memory of past board actions and decisions to help with future decision making.

Section 4. Duties.  The Board of Directors shall:

1.  Conduct parliamentary business of the organization, discuss, advice, and approve committee reports.
2.  Act as overseer on the conduct of duties of all officers and committees and their members.
3.  Initiate annual plan for carrying out the objectives, interests and policies of the organization.
4.  Order payment of all legal debts of the organization and authorize routine reimbursement.
5.  Receive a financial report of the expenses and income after each activity from the treasurer.
6.  Audit the annual report of the treasurer or supervise the auditing by a designated committee to be approved by a certified public accountant.
7.  An outside audit will be completed at the request of the executive committee at least once every four (4) years.

Section 5. The Board shall meet either in-person or by teleconference at least quarterly throughout the year, and annually before the general body meeting and whenever called.

Section 6.   Recusal or Expulsion/ Replacement of Members of the Board of Directors. A member of the Board of Directors must voluntarily recuse himself from both discussion and vote on any matter coming before the Board in which he has a personal or financial interest greater than, apart from, or contrary to, that of the Association as a whole, or a noted conflict of interest. The Board shall have the power, by a two-thirds vote of its membership (excluding the member in question), to disqualify a member from voting on any matter in which he is believed to have a significant conflict of interest. By the same two-thirds vote, the Board shall have the power to expel one of its members for serious conflict of interest or other grave misconduct deemed by the Board in its sole discretion to bring discredit to the Association, or for chronic absenteeism or severe and continuing disability rendering the member unable to participate in the business and functioning of the Board. The decision of the Board shall be final. Should a member of the Board be expelled, he shall be replaced, if a Section representative, by the alternate or another individual elected by the Section. If an officer is expelled, he shall be replaced pursuant to the provisions of Article VIII, Elections of these Bylaws.

ARTICLE VI: EXECUTIVE COMMITTEE

Section 1. Composition.  The executive committee shall consist of President, President-elect, Immediate Past President, Secretary  Treasurer and Historian.

Section 2. Functions of the Executive Committee.

1.  Actively participate in evolving plan for fostering new membership and maintaining current membership.
2.  Advise and assist in the execution of the presented project of the president and the board of directors for the term.
3.  Responsible for arranging national and regional meetings.
4.  Report to the board of directors.

Section 3. The executive committee shall meet annually before the general body meeting and whenever called, usually in the form of a telephone conference call.

ARTICLE VIII: ELECTION AND TERM OF OFFICE

Section 1. Time.  Election of officers shall be held bi-annually at the venue of the annual AUA meeting.

Section 2. Conduct of Election.  The Nominating Committee shall present the “slate of officers” (“slate”) four weeks in advance of the annual general body meeting and invite nominations for contestants via mail or email. Any contestant to the “slate” have to be nominated and seconded by active member and received by the nominating committee chair two weeks prior to the elections date. If not the slate officer is considered unopposed.

Elections shall be conducted by secret ballot. A majority vote cast by the active, dues paying members shall be necessary to elect an officer. There shall be no vote in absentee.

Section 3. Term of Office.  The term of officers and for other Section Representatives on the Board shall be two years, with a maximum of two term, with the exception of the Historian whose two-year term shall be renewable for a total of four years of service.

Officer Rotation.  The IAUA Officers will serve in an ascendancy pattern, whereby the Treasurer ascends to Secretary, then to President-Elect, then to President, then to Immediate Past President, over a ten (10) year period.

Section 4. The president-elect shall automatically become president for the incoming term of two years.

Section 5. In the event of a resignation, incapacitation or death of the president mid-term, the president-elect shall assume office as president. He may then appoint an interim president-elect, with approval of the board of directors. At the next general body meeting a regular election will be held to elect the president-elect in accordance with the constitution and by-laws. In the event of a resignation, incapacitation or death of the secretary or treasurer in mid-term, the president, in consultation with the consent of the board of directors, shall appoint an interim secretary or treasurer and at the next general body meeting a regular election shall be held to elect the secretary or treasurer, according to the constitution and by-laws.

Section 6. Any officer appointed on an interim basis shall be eligible for election during a regular election.

ARTICLE VII. DISCIPLINE, EXPULSION, AND REINSTATEMENT

Section 1. All matters of discipline concerning members shall be prescribed by the board of directors.

Section 2. Complaints or charges against members shall be presented in writing to the chairman of the board directorsand may be initiated by any member of the association.

Section 3.

A.  Upon the request from the board of directors the chairman shall secure statements in writing from the complainant and the member pertaining to the matter in question.
B.  The chairman of the Board shall request the member to appear before the board (or by teleconference) during an official session to answer the charges brought against him. Such notification with the specific charges shall be in writing at least fifteen days (15) prior to the date of the meeting and shall be sent by registered mail.
C.  If the accused member wishes, he may have counsel of one other member of the IAUA during the hearing.
D.  By a majority vote the board of directors may reprimand, suspend, expel or discipline any member of the association for (1) violation of the articles of incorporation and by-laws, (2) unethical professional conduct, disruptive conduct or (3) the conviction in a court of law of a statutory crime or a crime evincing moral turpitude.

Section 4.  Reinstatement.  The reinstatement of suspended members of good standing shall be determined by the Board of Directors.

ARTICLE VIII: AMENDMENTS

Section 1.  Amendments. These Bylaws may be amended by a two thirds (2/3) vote of the members present and voting at any Annual Business Meeting. The proposed amendment(s) shall be provided at least thirty (30) days in advance of the meeting.

ARTICLE IX: FISCAL YEAR

The fiscal year of the organization shall date from January 1 to December 31.

ARTICLE X: STANDING COMMITTEES

There shall be established the following standing committees with a chairperson appointed by the president.   The committees shall be:

Section 1.  Nominating Committee.  The nominating committee shall consist of the president-elect (chairperson), the president and the immediate past president.

The committee’s function shall be:
1.  Preparation of ballot and place and time of election.
2.  Voting and counting of votes.
3.  Proclamation of any candidates after tally of votes.
4.  Custodian of the cast of votes for one year or until the next election.

Section 2.  Membership Committee.  This committee shall consist of the Secretary as Chair and two other Section representatives of the Board (as designated by the Chair).  The committee shall review and approve all applications and submit to the secretary for ratification at the annual business meeting.

Section 3.  Scientific Program Committee.  This committee consists of two members. The chairperson will be nominated by the president and the remaining two members will be nominated by the chairperson. The committee shall prepare and arrange the scientific and educational programs.

Section 4.  Finance Committee.  This committee consists of the Treasurer, who serves as Chair, plus one other member. The committee shall advise the Board in fulfilling its financial oversight responsibilities with respect to audit, finance and investment activities. The Committee shall make recommendations to the Board for the selection of the Association’s investment counselor(s) and fund manager(s) to assist in establishing investment strategy guidelines.

Section 5.  Awards and Fellowship Selection Committee.  This committee shall consist of the President, Secretary and 3 members appointed by the president. The awards committee is responsible for determining the recipients of the Sushruta Award, IAUA Service Award in addition to working with the AUA to select the recipients of the Chakrobortty Fellowship Program.

SECTION 6. Special Committees. Special Committees or ad hoc committees may be authorized by the Board of Directors to perform specific duties. They shall report periodically and upon the completion of their assignments to the Board of Directors.