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. The Immediate Past President remains in office until a new Immediate Past President assumes the office. 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 of Directors shall consist of eleven (11) Directors plus four (4) Officers plus the Immediate Past-President, if the Immediate Past President is not an elected Director. When the Immediate Past-President is not an elected Director, the Immediate Past President would be an ex-officio  member of the Board of Directors and the Executive Committee until a new Immediate past President assumes the office. In that capacity, the Immediate Past President has a vote only to prevent a tie (so when an even number of Directors and/or Officers is present).

Section 2. The term of office for each Director shall be three (3) years with up to four Director positions being subject to election annually. Directors may be re-elected for one additional term. A Director who has served two uninterrupted terms (of 3 years each) shall eligible to run again for a Director position after one year. 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 in a Director position, the President shall, with the approval of the Board, appoint a member to fill the vacancy. These 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 will still be eligible to serve 2 complete terms (of 3 years each) as a Director in addition to the partial term they served as replacement. In the event a vacancy occurs in an Officer position, the Board will immediately elect a new officer to that position in accordance with article VII. The elected member takes office immediately, shall serve out the term of the individual (s)he replaces as an Officer and will still be eligible for 2 complete terms (of 2 years each) in that same Officer position in addition to the partial term (s)he serves as a replacement.

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 June 1st.

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 by electronic vote before December 15th, and assume their duties on January 1st. If the elected Officer is a current Director, (s)he steps down and relinquishes the position as Director the moment (s)he takes office as an Officer. Officers serve a two year term of office, and may be re-elected once to that position. After serving 1 or 2 terms in one Officer position, a person may run for another Officer position, and the term is also 2 years with possible re-election to one additional term. 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. Nominations for Officers. In the year the Officers are to be elected, a special Officer Nominating Committee will be formed, composed of the Past President, 1 member from the IAMSE Nominating Committee and 1 current Director selected by the Board. No committee member can be a concurrent candidate for an Officer position. The committee shall on or before November 1st submit to the Association Manager a list of candidates for each Officer position. Candidates must be IAMSE members in good standing. The names of these individuals, and other such supportive materials as deemed appropriate by the Nominating Committee, shall be posted to the password protected Board website on or before November 7th.    

Section 6. If a conflict arises concerning elections of Directors or Officers, the current Chair of the IAMSE Nominating Committee and 2 recent Past Presidents will be appointed to resolve any conflicts. 

ARTICLE VIII. Standing Committees

Section 0. Membership and Term of Service. Standing Committees are defined in these Bylaws and can only be removed or redefined by majority vote of the membership. Other committees may be created by the Board to serve specific duties important to the organization

Chairs of Standing Committees, except the Executive Committee, are nominated by the President and approved by the Board. They serve three year terms until the close of the next Annual Business Meeting and may be reappointed.

Members of Standing Committees, except the Executive Committee, the Professional Development Committee and the Nominating Committee, are appointed by the committee Chair, who will notify the Board of all committee membership changes. All appointed members shall serve one year terms until the close of the next Annual Business Meeting and may be reappointed. 

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 a suitable group of candidates for election to the Board of Directors. It shall consist of five members who are neither current members of the Board nor current Committee Chairs. They may not be current candidates for the IAMSE Board. 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. Professional Development Committee. The Professional Development Committee shall be responsible for recommending the overall scientific and educational programs of the Association to the Board. Membership will include the current IAMSE President and Vice President and the Chairs of the Publications Committee and of other committees with missions relevant to professional development activities, as determined by the Board.

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

Section 7. Finance Committee. The Finance Committee shall assist the Treasurer in maintaining the financial health of the Association, including preparation of the annual budget, and shall be chaired by the Treasurer. 
 

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 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. 

ARTICLE XIV. Transition

Section 1. These bylaws become effective on June 1st, 2010. All current Officers will continue to serve in their positions until the end of the annual meeting on July 13, 2010. If a current Officer whose Board term expires in 2010 is not elected to a new term by the membership, they would serve as a nonvoting Officer of the Board from June 1, 2010 until their Officer term expires on July 13, 2010. They would then step down from the Board.      

Section 2. In 2010 only, Officer elections will be held at the annual July board meeting. At this meeting, the new Officers will be selected by the Board solely from Directors or voting Officers. The new Officer terms will begin on July 14, 2010 and expire on December 31, 2011. This term would serve as the first of two allowable consecutive Officer terms. Current voting Officers not elected to new Officer terms in July 2010 would become Directors on July 14, 2010. The first Officer elections under new Bylaws as defined in Article VII, Section 5, will take place in December 2011.    

Section 3. Article XIV will be automatically deleted from the bylaws on January 1st, 2012