Bylaws of the International Association of Medical Regulatory Authorities (IAMRA)

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Amended November 14, 2006

CHAPTER I. NAME

The name of this organization shall be the International Association of Medical Regulatory Authorities (hereinafter referred to as the "Corporation").

CHAPTER II. LOCATION AND PURPOSE

SECTION A. LOCATION

The Corporation shall operate within the State of Texas, and in such other areas as may be authorized by the Management Committee, for the purposes set forth in Chapter II, Section B.

SECTION B. PURPOSE

The Corporation is organized and shall be operated exclusively to support the purposes of medical regulation through scientific, educational and collaborative activities, which shall include the furtherance of the following objects and purposes:

1. To support medical regulatory authorities worldwide in protecting the public interest by promoting high standards for physician education, licensure, regulation, and professional conduct and facilitating the ongoing exchange of information among medical regulatory authorities.
   
   
2. To advocate for and promote high standards of medical education, physician evaluation and assessment, licensure, medical practice and professional conduct.
   
   
3. To facilitate international cooperation and collaboration among medical regulatory authorities, including establishing a network for the regular exchange of medical licensing and disciplinary information.
   
   
4. To provide a forum for the development and sharing of new concepts and new approaches in the regulation of medical practice.
   
   
5. To encourage and support research, policy analysis and policy development related to medical licensure and regulation.
   
   
6. Serve as an information source to medical regulatory authorities, the public and national and international organizations.
   
   
7. For the above purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States internal revenue law).

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CHAPTER III. CLASSES OF MEMBERSHIP AND MEMBERSHIP RIGHTS

SECTION A. MEMBER ORGANIZATIONS

Membership in the corporation shall be open to medical regulatory authorities and to national associations of medical regulatory authorities. Eligible organizations will be admitted upon approval of their application by the Management Committee. The term "Medical Regulatory Authority" as used in the Articles of Incorporation and in these Bylaws shall refer to an organization recognized by the government of a specific country or jurisdiction as being responsible for the registration/licensing of physicians whereby such persons are entitled to practice the profession and/or the regulation and discipline of such physicians.

SECTION B. PARTNERS

An organization, which is national, multi-national and/or international in scope, and has a nexus to IAMRA as indicated by its interest in medical regulation, including credentialing, evaluation and assessment, education or other matters related to quality and integrity of the practice of medicine and can reasonably be expected to add a unique perspective or bring expertise to the deliberations of the Members General Assembly and is not otherwise eligible for membership may become a Partner organization upon approval of its application by the Management Committee.

SECTION C. RIGHTS OF MEMBERS

The right to vote at the Members General Assembly is vested in, and restricted to, Member Organizations in good standing. For the purposes of these Bylaws the definition of "in good standing" shall include, but is not limited to, a Member Organization whose dues are current at the time of the Members General Assembly. Each Member Organization is entitled to name two (2) participating delegates. As a collective, Member Organizations located within any one country are entitled to one (1) vote at the Members General Assembly and shall appoint one (1) individual named as a participating delegate by a Member Organization in that country to serve as the voting delegate. Partners shall be entitled to name two (2) participating delegates who may take part in deliberations at the Members General Assembly, without voting status. Resolutions may be proposed by any Member Organization or Partner of the corporation and the procedure for submission of such resolutions shall be in accordance with corporation policy.

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CHAPTER IV. OFFICERS, ELECTION AND DUTIES

SECTION A. OFFICES OF THE CORPORATION

The Offices shall be that of Chair, Chair-elect and Secretary

SECTION B. ELECTION OF OFFICERS

1. Only those individuals who are designated as voting delegates by Member Organizations at the time of the Members General Assembly shall be eligible for election as an officer of the Corporation.
   
   
2. A Chair-elect shall be elected at each meeting of the Members General Assembly by a majority (one more than one-half (1/2)) of the number of voting delegates of the Members General Assembly who are present and voting.
   
   

3. If more than two nominations are received for an officer position and no nominee receives a majority during the first round of voting, a subsequent round of voting will be held, with the ballot listing the two nominees who received the most votes on the first ballot. In the event of a deadlock or tie, up to two additional runoff elections shall be held. If the vote is not resolved, the deadlock will be resolved by a method chosen by the Assembly.

4. If there is only one nominee for the officer position, then that individual will be declared elected by acclamation.
   
   
5. Nominations from the floor are permitted.
   
   
6. The Secretary shall be appointed by the Management Committee at its first meeting following each meeting of the Members General Assembly and shall serve for a term of two (2) years or until his/her successor is named.

SECTION C. DUTIES OF OFFICERS

1. The duties of the Chair shall be to:
   
   
   1. carry out such functions and duties on behalf of the corporation as may be necessary for the efficient functioning of the corporation and in accordance with the Articles of Incorporation, these Bylaws and the policies and decisions of the corporation;
      
      
   2. preside over all meetings and sessions of the Members General Assembly and the Management Committee;
      
      
   3. perform the duties customary to the office of the Chair of a corporation; and
      
      
   4. make appointments to committees.
      
      
2. The duties of the Chair-elect shall be to:
   
   
   1. assist the Chair in the discharge of his/her duties.
      
      
   2. perform the duties of the Chair at his/her request; and
      
      
   3. in the absence of the Chair, carry out the functions and duties of the Chair.
      
      
3. The Secretary shall have duties customary to the office of secretary of a corporation and such other duties and responsibilities as the corporation and the Management Committee shall determine.

SECTION D. TERMS OF OFFICE AND SUCCESSION

The individual elected to the office of Chair-elect shall serve for a total of four (4) years including a term of (2) years as Chair-elect or until his/her successor assumes office. The Chair-elect shall assume the office of Chair upon final adjournment of the Members General Assembly at which a new Chair-elect is elected and shall serve for a term of two (2) years as Chair or until his/her successor assumes office.

SECTION E. VACANCIES

1. In the event of a vacancy in the office of the Chair, the Chair-elect shall assume the position of Chair for the remainder of the unexpired term, and shall then serve a full two-year term as Chair.
   
   
2. In the event of a vacancy in the office of the Chair-elect, the Management Committee shall appoint a voting delegate to assume the duties, but not the office of Chair-elect for the remainder of the unexpired term. At the next Members General Assembly, both a Chair and a Chair-elect shall be elected in accordance with the provisions in Section B of this chapter.

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CHAPTER V. MANAGEMENT COMMITTEE

SECTION A. MEMBERSHIP, ELECTION AND TERMS

1. MEMBERSHIP

The Management Committee shall be composed of the officers of the Corporation and five (5) Members-at-Large.

2. ELECTION OF MEMBERS-AT-LARGE

(a) Only those individuals who are designated as voting and/or participating delegates by Member Organizations at the time of the Members General Assembly shall be eligible for election as Members-at-Large.

(b) At least two (2) Members-at-Large shall be elected at each meeting of the Members General Assembly to serve on the Management Committee by a majority (one more than one-half (1/2)) of the number of voting delegates of the Members General Assembly who are present and voting.

(c) If more than one Member-at-Large position is to be filled from a single list of nominees, and if one or more seats are not filled by a majority during the first round of voting, subsequent rounds of voting will be held until a majority is obtained for each position. For each successive vote, the ballot will list nominees equal in number to twice the number of positions remaining to be filled. These nominees will be those who received the most votes on the first ballot. In the event of a deadlock or tie for a single position, up to two additional runoff elections shall be held. If the vote is not resolved, the deadlock will be resolved by a method chosen by the Assembly.

(d) If the number of nominees is equal to the number of Member-at-Large positions to be filled, then those individuals will be declared elected by acclamation.

(e) Nominations from the floor are permitted.

3. TERMS

Each Member-at-Large shall be elected for a term of four (4) years or until his/her successor assumes office and shall be eligible to be re-elected to one (1) additional term.

SECTION B. GENERAL RESPONSIBILITIES AND DUTIES

1. The management and administration of the corporation are vested in the Management Committee and it shall act for the corporation between meetings of the Members General Assembly.
   
   
2. The Management Committee shall carry out the mandates of the corporation as established by the Members General Assembly, and it shall have full and complete power and authority to perform all acts and to transact all business for and on behalf of the corporation.
   
   

3. The Management Committee shall conduct and manage all property, affairs, work and activities of the corporation, subject only to the provisions of the Articles of Incorporation and these Bylaws and to the resolutions and enactments of the Members General Assembly; provided, however, that the corporation will not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States internal revenue law) or by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding provision of any future internal revenue law).
   

4. The Management Committee shall provide leadership in the development and implementation of IAMRA's strategic plan and business plan.
   

5. The Management Committee shall represent IAMRA to the leadership of other organizations and speak on behalf of IAMRA to promote recognition of the Corporation's efforts to fulfill its goals.
   
   
6. The Management Committee shall report to the membership of the corporation at the Members General Assembly.
   
   
7. Notwithstanding any other provision of the Articles of Incorporation or these Bylaws, this corporation shall not engage in any activities or exercise any powers that are not in furtherance of the purposes of the corporation, as stated above and in the Articles of Incorporation.

SECTION C. VACANCIES Members-at-Large

In the event of a vacancy in a Member-at-Large position, the Management Committee may appoint an individual designated as a participating or voting delegate by a Member Organization to fill this vacancy for the remainder of the unexpired term.

SECTION D. TERMINATION

1. Any member of the Management Committee may be removed with or without cause by a two-thirds vote of the Members General Assembly. The Management Committee may remove any member of the Management Committee from office upon Conviction of a felony, gross misconduct, failure to perform, dereliction of duties or conflict of interest by a two-thirds vote of the Management Committee. The individual shall be given 30 days written notice of the proposed removal.
   
   
2. A member of the Management Committee removed by the Management Committee may appeal to the Members General Assembly at its next meeting. Such individual may be reinstated by a two-thirds vote of the Members General Assembly.

CHAPTER VI. SECRETARIAT

1. The support services of the corporation shall be undertaken by the Federation of State Medical Boards of the USA (FSMB) until such time as the Management Committee or Members General Assembly names a replacement. Expenses incurred in this capacity on behalf of the corporation shall be reimbursed to the relevant body from corporation funds.
   
   
2. In the event of the need for a permanent office for the corporation being identified, such an office will be established at a place to be determined by the Management Committee or Members General Assembly and staffed and financed in accordance with policies established by the Management Committee.

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CHAPTER VII. MEETINGS

SECTION A. MEMBERS GENERAL ASSEMBLY

1. The business of the corporation shall be in accordance with resolutions adopted at a meeting of the Members General Assembly to be held at least once every two years at a place and time to be determined by the Management Committee.
   
   
2. Resolutions shall be decided by the majority vote of those present and voting, with the Chair having both a deliberative and a casting vote.
   
   
3. Adopted resolutions shall be binding on members only so far as they relate to the business of the corporation, and shall not impinge on the autonomy of members to implement or not to implement resolutions in terms of their own statutory responsibilities and jurisdictions.

SECTION B. QUORUM

The quorum for conducting business at any session of the Members General Assembly shall be at least one-fourth (1/4) of the voting delegates appointed in accordance with Chapter III, Section D. Rights of Members. A majority of the voting members of the Management Committee or any committee or other constituted group shall constitute a quorum of the Management Committee, any other committee or group.

SECTION C. RULES OF ORDER

Meetings of the Members General Assembly shall be conducted in accordance with Sturgis Standard Code of Parliamentary Procedure, current edition, except when in conflict with the Articles of Incorporation or these Bylaws, in which case the Articles of Incorporation or these Bylaws shall prevail.

SECTION D. SPECIAL MEETINGS

Special meetings of the Members General Assembly may be called at any time by the Chair, on the written request of ten (10) Member Organizations or by action of the Management Committee. Written notice of the time and place of such meetings shall be given to all members by mail not fewer that 30 days prior to the date of the meeting.

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CHAPTER VIII. COMMITTEES

SECTION A. NOMINATING COMMITTEE

1. At least one hundred and twenty (120) days before a Members General Assembly at which officers will be elected, the Chair (with the advice and consent of the Management Committee) shall appoint a Nominating Committee consisting of not less than three (3) individuals, at least two (2) of whom shall be current members of the Management Committee.
   
   

2. The Nominating Committee shall submit a slate of one or more nominees for each of the offices and positions to be filled by election at the meeting of the Members General Assembly.
   
   

3. The Nominating Committee shall mail its slate of candidates to Member Organizations not fewer than 60 days prior to the Members General Assembly.

SECTION B. OTHER COMMITTEES

The Members General Assembly or the Management Committee may appoint committees or working groups In order to give effect to the purpose of the corporation. Such committees or working groups shall report to the Management Committee and the Members General Assembly.

SECTION C. TELEPHONE MEETINGS

Subject to the requirements of the Texas Non-Profit Act, as amended, or these Bylaws for notice of meetings, members of the Management Committee, or members of any committee designated by the Management Committee, may participate in and hold a meeting of a committee by means of a conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other, and participation in the meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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CHAPTER IX. FINANCES AND DUES

SECTION A. SOURCES OF FUNDS

Funds will be collected by means of annual membership dues as well as voluntary contributions, donations, grants and interest on any investments of the corporation.

SECTION B. ANNUAL DUES

Annual membership dues shall be determined by the Members General Assembly and shall be payable in United States dollars on the anniversary date of an organization's membership in the corporation.

SECTION C. APPLICATION OF FUNDS

All funds shall be applied to give effect to the purpose of the corporation in accordance with the Articles of Incorporation and these Bylaws. Each member shall accept responsibility for expenses of its delegates for attending Members General Assemblies.

SECTION D. FINANCIAL MANAGEMENT

All funds of the corporation shall be administered by the current Secretariat appointed in terms of Chapter IV above. The Secretariat shall annually submit to the members of the corporation in the form of financial statements reflecting income and expenditures for the year under review. Additionally, the Secretariat shall ensure that an annual independent audit of the financial accounts and records of the corporation is performed by an independent accountant, and shall submit such audit to the members of the corporation. The Management Committee shall authorize all expenditures and the Secretariat shall be authorized to sign checks on behalf of the corporation. The liability of a member with respect to the finances of the corporation shall be limited to the amount of its membership fees.

SECTION E. EMOLUMENTS

No delegate to, representative or any officer of the corporation shall be entitled to any emoluments from the corporation save to be reimbursed for authorized expenditures incurred in the pursuance of his/her duties, as determined by policies established by the Management Committee. No compensation shall be paid to any committee member in their capacity as committee member. Loans to Officers or members of the Management Committee are prohibited.

SECTION F. FEES PAYABLE FOR SERVICES

The Management Committee shall determine what fees, if any, will be payable to the corporation for any services or information provided by the corporation.

CHAPTER X. CESSATION OF MEMBERSHIP

Membership of the corporation shall cease upon written notice given to the Management Committee of the member's intent to withdraw as a member of the corporation. The Management Committee may suspend a member for non-payment of membership dues. The defaulting member must be given written notice of the intended suspension at least 30 days before such suspension becomes effective. Reinstatement of membership will be effected upon written application payment of any outstanding membership dues and approval by the Management Committee.

CHAPTER XI. CORPORATE SEAL

The Management Committee may adopt a corporate seal that meets the requirements of the state in which the corporation is incorporated.

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CHAPTER XII. ADOPTION AND AMENDMENT OF BYLAWS

SECTION A. AMENDMENT

The Bylaws may be amended or altered by a majority (one more than one-half (1/2)) of the number of voting delegates of the Members General Assembly who are present and voting at a Members General Assembly. Written notice of such proposed amendment must be given to members at least thirty (30) days prior to the meeting.

SECTION B. EFFECTIVE DATE

These Bylaws and any other subsequent amendments thereto, shall become effective upon their adoption.