BYLAWS 

ARTICLE I. Name 

The name of the Association shall be the International Association of Medical Science Educators, and it shall be incorporated as a nonprofit corporation in the State of West Virginia. 

ARTICLE II. Purpose 

The purpose of the Association shall be to promote medical education through faculty development and to encourage that the teaching and learning of medicine continue to be firmly grounded in science. 

ARTICLE III. Restrictions on Activities 

Section 1. No part of the earnings of the Association shall inure to its members, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered in direct support of its purpose. 

Section 2. No part of the activities of the Association shall be directed towards influencing legislation or intervening in political campaigns. 

ARTICLE IV. Membership 

Section 1. The Board may establish and/or change the membership classes. The Board of Directors shall set the dues amount and the criteria for each class of membership. 

Section 2. All individuals who are members in good standing shall have the right to vote, hold office, and serve on committees. To be in good standing, a member must not be more than six months in arrears in his/her dues and financial obligations to the Association. Individuals more than six months in arrears in their dues will be declared inactive, but retained on the membership rolls for an additional six months. Inactive members can reinstate their good standing by payment of current and all past dues. 

Section 3. Individuals whose dues are more then 1 year in arrears shall be dropped from the membership rolls. 

ARTICLE V. Officers 

Section 1. The Officers of the Association shall be the President, Vice President, Secretary, Treasurer, and the Immediate Past President. The election procedure is as described in Article VII. 

Section 2. President. The President of IAMSE is the highest ranking officer of the Association and is directly accountable to the membership and the Board. The President leads the Board of Directors in development of the strategic goals and objectives of the organization and provides direction and leadership. The President serves as the Chair of the Board of Directors, Executive Committee and Annual General Meetings. A detailed position description, approved by the Board, shall be maintained on the Association’s website. 

Section 3. Immediate Past President. In those years when a new President is elected, the current President assumes the office of Immediate Past President, even if their Board term has expired and/or they were not re-elected, in such cases the Immediate Past President would be an ex-officio (without vote) member of the Board and Executive committee. A vacancy in the office of Immediate Past President cannot be filled by appointment. 

Section 4. Vice President. The Vice President functions as a direct aid to the President carrying out tasks that complement the work of the Association. The Vice President shall function as the Association’s President in the absence of the President and, in the event of a vacancy, shall succeed and assume the office of the President. A detailed position description, approved by the Board, shall be maintained on the Association’s website. 

Section 5. Secretary. The Secretary oversees the recording of proceedings of meetings of the Association and the Board of Directors, and is responsible for the Association’s correspondence. A detailed position description, approved by the Board, shall be maintained on the Association’s website. 

Section 6. Treasurer. The Treasurer oversees the financial records of the Association according to standard accounting practices, and, whether performed personally or through the Association’s administrative office, is responsible for safeguarding the Association’s funds. He or she presents periodic reports on the financial status of the Association to the Board of Directors and a full report to the membership at the Annual Association Meeting. A current more detailed position description, approved by the Board, shall be maintained on the Association’s website. 

ARTICLE VI. Board of Directors 

Section 1. The Board of Directors shall be the principal governing body of the Association. The Board shall consist of fifteen (15) Directors plus the Immediate Past-President, if the Immediate Past President is not an elected member of the Board.  In those circumstances when the Immediate Past-President is not an elected member of the Board, the Immediate Past President would be an ex-officio (with vote) member of the Board and Executive Committee until a new Immediate past President assumes the office.  The officers of the association shall be elected from the board at their Annual meeting as described in article VII and assume their duties at the conclusion of the Annual general meeting in July.

Section 2. The term of office for each Director shall be three years with three Director positions being annually subject to election. Directors may be re-elected for one additional term. The election procedure for Directors is described in Article VII. 

Section 3. The Board shall meet quarterly, or more often if the need arises, at the call of the President or at least three members of the Board. Board meetings may be held in person, by teleconference, or other electronic means. A proposed agenda and supporting materials shall be made available to Board members prior to a Board meeting. 

Section 4. A quorum shall consist of one more than half the current number of Board members and must include at least two members of the Executive Committee. 

Section 5. In the event a vacancy occurs on the Board, the President shall, with the approval of the Board, appoint a member to fill the vacancy. Appointed members shall serve out the term of the individuals they replace on the Board. Individuals joining the Board of Directors by appointment as a Director shall not serve more than 6 consecutive years in that office. 

Section 6. With the approval of the Executive Committee, the President may recommend that any Board member be removed from office by the following procedure: 1) reasons for the proposed action must be provided in writing to the member, 2) the member shall have 60 days in which to represent themselves at a meeting of the Board, 3) a two-thirds vote of the current number of Board members shall then decide. 

ARTICLE VII. Nominations and Elections 

Section 1. Nominations. The Nominating Committee shall on or before February 25th submit to the Association Manager a list of candidates for each position subject to election in that year. At least one candidate must be a non-US member.  The names of these individuals, and other such supportive materials as deemed appropriate by the Nominating Committee, shall be posted to the Association's website on or before March 1. The Association’s administrative office shall mail or fax a copy of these materials to those IAMSE members who have previously indicated they do not have Internet access. Between March 1 and March 15, members may petition for additional candidates to be added to the ballot. Such nomination petitions may consist of either a single document or separate letters. To qualify for nomination by petition, each candidate must have the support of at least 15 IAMSE members in good standing. All petitions and letters must be addressed to and received by the Association Manager on or before midnight Eastern Time (GMT-5) of March 15. 

Section 2. Elections. On April 1, a secured, electronic ballot shall be activated on the Association’s website, along with instructions for electronic voting. The Association’s administrative office will mail or fax a ballot to those IAMSE members who have previously indicated they do not have Internet access. All ballots must be electronically submitted to the website or received in the post by the Secretary on or before midnight Eastern Time (GMT-5) of April 30 to be counted. The Secretary shall tally the votes and send the results to the Association Manager for posting on the Association's website by May 15. A plurality of the votes cast is needed for election. In the event of a tie, the election shall be decided prior to May 15 by a majority vote of the current number of Board members. 

Section 3. Newly elected Directors will assume their office on July Board meeting.

Section 4.  The Officers of the association (President, Vice-President, Secretary and Treasurer) shall be elected by a majority vote of the Board of Directors from their membership at the July organizational meeting of the Board each year to serve a one-year term of office beginning at the conclusion of the Annual meeting.  There is no limit on the number of times an individual may serve as an Officer.  The Officers may be removed by a two-thirds vote of the entire membership of the Board of Directors.

Section 5.  In the event the Bylaws changes regarding officer elections are approved, then the Officer selection process would be into effect with the elections in 2008.  After July, 2008, this section would have no meaning and will be automatically deleted form the bylaws following the July 2008 Board meeting.

ARTICLE VIII. Standing Committees 

Section 1. Executive Committee. The Executive Committee, which consists of the Officers, shall make decisions and take actions on behalf of the Board in between Board meetings. The President shall call meetings of the Executive Committee. 

Section 2. Nominating Committee. The Nominating Committee shall be responsible for determining suitable candidates for election as Officers and Directors to the Board of Directors. It shall consist of five members. The President shall appoint a Chair plus two members with the approval of the Board of Directors. Two members shall be nominated and elected by the membership at the Annual General Meeting. 

Section 3. Planning Committee. The Planning Committee shall be responsible for recommending the overall scientific and educational programs of the Association. It shall work in concert with the Board of Directors in developing the Association’s Strategic Plan. 

Section 4. Publications Committee. The Publications Committee shall be responsible for oversight and management of all publications of the Association. They will work in concert with the Editorial Board of the Association’s journal. 

Section 5. Membership Committee. The Membership Committee shall be responsible for evaluating the needs of the membership and recommending appropriate ways to meet those needs. The committee will develop methods and programs for active membership recruitment and retention. 

Section 6. Public Affairs Committee. The Public Affairs Committee shall be responsible for developing and recommending means of communicating the accomplishments and events of the Association to the medical community and where appropriate, to the public at large. 

Section 7. Development Committee. The Development Committee shall be responsible for pursuing appropriate federal, foundation, corporate, and private funding to support the work of the Association. 

Section 8. Finance Committee. The Finance Committee shall assist the Treasurer in maintaining the financial health of the Association and shall be chaired by the Treasurer. 

Section 9. Membership and Term of Service. All members appointed or elected to all Standing Committees of the Association, except the Executive Committee, shall serve until the close of the next Annual Business Meeting. Unless specified, all members and Chairs of committees will be nominated by the President and appointed by the Board of Directors. 

ARTICLE IX. Membership Meetings 

Section 1. Annual General Meeting Time, Place, and Purpose. The Annual General Meeting of the Association shall be held at such time and place as may be selected by the Board of Directors and stated in the Notice of Meeting. The Annual General Meeting shall include the installation of Officers and Directors and the transaction of such other business as may properly be brought before the membership. 

Section 2. Notice of Meetings. The Association Manager shall give notice of all Association meetings stating the place, day, and hour of the meeting and, in case of a Special Meeting, the purpose for which the meeting is called. Such notice of special meetings shall be not less than ten nor more than fifty days before the date of the meeting. Notice of the Annual General Meeting is to be given no later than the prior Annual General Meeting. 

Section 3. Quorum. A quorum for transaction of business shall be not less than 10% of the total membership in good standing. 

Section 4. Voting and Representation. Each member who is present shall be entitled to one vote at all IAMSE meetings. A membership roll showing the list of members as of the record date, certified by IAMSE's Secretary, shall be produced at any meeting of the members upon request. All persons appearing on such membership roll shall be entitled to vote. 

ARTICLE X. Amendments 

Section 1. Amendments of the bylaws may be proposed by a majority of the Board of Directors or by a petition, sent to the Secretary, bearing the signatures of at least 15 members in good standing. 

Section 2. Notice of proposed amendments, shall be posted to the Association's website on or before March 1. The Association's administrative office shall mail or fax a copy of these materials and the slate of nominees, described in Article VII, Section 1, to those IAMSE members who have previously indicated they do not have Internet access. On April 1, a secured, electronic ballot shall be activated on the Association's website, along with instructions for electronic voting. The Association's administrative office will mail or fax a ballot containing the proposed changes and the slate of candidates, described in Article VII, Section 2, to those IAMSE members who have previously indicated they do not have Internet access. All ballots must be electronically submitted to the website or received in the post by the Secretary on or before midnight Eastern Time (GMT-5) of April 30 to be counted. The Secretary shall tally the votes and send the results to the Association Manager for posting on the Association's website by May 15. 

Section 3. In the event of an urgent requirement for an amendment, the Board of Directors, by a two-thirds vote, may authorize posting a proposed amendment to the members at any time. Notice of proposed amendments shall be posted on the Association website for a 30-day period prior to balloting. At the end of the posting period, a secured electronic ballot shall be activated on the Association’s website, along with instructions for electronic voting. The Association’s administrative office shall mail or fax appropriate information and a ballot to those IAMSE members who have previously indicated they do not have Internet access. All ballots must be electronically submitted to the website or received in the post by the Secretary within 30 days of the opening of balloting. The Secretary shall tally the votes and send the results to the Association Manager for posting on the Association's website. 

Section 4. All amendments of the bylaws require an affirmative vote of two-thirds of the members in good standing who submit valid ballots. 

ARTICLE XI. Indemnification 

The Association shall defend and indemnify any qualified person against any threatened, pending, or completed legal action resulting from actions taken in good faith on behalf of the Association. Qualified persons shall be present and former officers, employees, and officially elected or appointed members of boards, councils, committees, and other components of the Association. 

Indemnification will not be provided to any person who shall be adjudged in a legal action to be liable for negligence or willful misconduct in the performance of duty, or when such person did not reasonably believe that the action was within the law and in the best interests of the Association. 

Indemnification shall cover cost of defense and any judgments, fines, and amounts paid in settlement actually and reasonably incurred by a qualified person, up to a limit of one-million dollars in any single case except in circumstances expressly prohibiting such limitation under the law.  Such indemnification shall be in accordance with the established policy of the Association. 

ARTICLE XII. Other Provisions 

Section 1. The fiscal year of the Association shall be on a calendar year basis (January 1 to December 31).  Section 2. The Association shall be governed by Robert's Rules of Order, as currently revised. In case of a conflict between Robert's Rules of Order and these bylaws, the bylaws shall take precedence. 

ARTICLE XIII. Dissolution of the Association 

In the event of the dissolution of the Association, the Board shall give all its assets to one or more nonprofit, tax-exempt organizations. If the Board cannot decide, the decision shall be made by the applicable Court in the State of West Virginia.