International Coalition for Medical Justice, Inc.
Constitution and Bylaws
1. The name of this association shall be the International Coalition for Medical Justice, Inc.
2. The purposes of this association are as follows:
a. To draw together and unite all individuals and associations interested in the full range
of issues surrounding medical responsibility and accountability, with particular
concern for advising, assisting and supporting the qualifying activities of other
associations as warranted.
b. To promote the advancement of scientific and medical knowledge, through
educational efforts to inform the general public about scientific principles, the
scientific method, and the current state of scientific knowledge, by encouraging and
providing the means for responsible medical and scientific research, and by
publishing and disseminating the results of this research.
c. To provide for the defense of human and civil rights, including the right to free
expression in the arena of science, the right to be free of prejudice and discrimination
based on medical conditions and treatment, the right to self-determination in medical
treatment, the right to receive responsible and ethical medical treatment, the rights
of parents to participate in the choice of medical treatment for their children, the
prevention of cruelty to children by the imposition of untested, unproved,
unnecessary or harmful medical treatment, to assist in providing funds for legal
services that support the goals of the association, and to publish and disseminate
information related to these purposes.
d. To make the public aware of the existence of ICMJ, and of the services it performs.
3. ICMJ shall have and maintain in the Commonwealth of Virginia a registered address, with headquarters currently located in the Town and County of Culpeper. Additional offices will be maintained in other cities as necessary, including the current office located in San Francisco, California.
1. Membership in the association is open to any persons, corporations or organizations who
share in the purposes and objectives of the association, upon payment of dues. The
association shall make every effort to make membership available to a broad cross section
of the public.
Funds and Liability
1. No member shall be liable for the debts or obligations of this association except for his or
her unpaid dues; and no personal liability shall in any event attach to any member of this
association in connection with any of its undertakings; but all its liabilities shall be limited
to its common funds and assets. Neither the Executive Board nor the officers shall have
authority to borrow money or incur indebtedness or liability in the name of or on behalf of
1. The association shall be governed by a Board of Directors as provided in the Articles of
Incorporation. The members of the Board shall be selected, to the extent possible, to consist
of persons with special knowledge of the areas involved in the purposes of the association,
including, without limitation, persons with special scientific, medical and legal knowledge,
members of the general public who are consumers of medical services, and educators. The
initial Board, as established by the Articles of Incorporation, shall elect the first full Board
of Directors for the first operating year. The Board shall be elected by the general
membership each year following the first full operating year.
2. Officers of the association shall be the Chief Executive Officer/President, Vice-President,
Secretary-Publisher, Treasurer, and General Counsel, which shall constitute the Executive
Committee and any other Vice-Presidents or other officers as the Executive Committee shall
determine. Committees of the association shall be appointed by the President.
3. The Board of Directors may choose any member of the Board to fill any officer vacancy until
the next regular election.
Terms of Office
4. Officers of the association may serve for terms of one year; except that the Treasurer shall
serve for a term of two years.
5. Members of the Board shall serve for terms of two years except that one-half of the first full
Board shall serve for a term of one year.
6. No elected officer or Board member shall serve for more than three successive terms in the
same capacity, except for the General Counsel, whose term shall not expire, but who shall
serve at the pleasure of the Board.
7. No member of the Board of Directors may receive remuneration for service on the Board,
except for officers of the Executive Board who provide services for the organization. These
officers may be remunerated in a amount not to exceed a reasonable compensation for
services provided and in an amount to be determined by the Board of Directors. When
authorized by the Board of Directors, reimbursement may be made for travel and
out-of-pocket expenses incurred in the discharge of official duties.
8. No part of the net earnings of the association shall inure to the benefit of any member,
official or individual, and no part of the activities of the association shall involve attempts
to influence legislation, to carry on propaganda, or to intervene in a political campaign on
behalf of any candidate for public office and any election filed thereto except as allowed
within the meaning of Section 501(c)(3) of the Internal Revenue Code and only after advance
determination by the Internal Revenue Service of public charity status under the rules and
guidelines of the Internal Revenue Code.
1. The annual meeting of the ICMJ shall be held at a date and place to be determined by the
2. A meeting of the Board of Directors shall be held twice each year, once in conjunction with
the annual meeting of ICMJ and once for the purposes of reviewing the disbursement of
funding for medical and scientific research.
3. Special meetings may be called at any time by the President of by any members of the Board
of Directors constituting one-half its members. Special meetings may be called for the
purpose of reviewing recommendations for the disbursement of funds.
4. Notice of annual meetings of the Board shall be mailed at least one month prior to the
meeting. Notice of special Board meetings shall be mailed at least ten days prior to the
5. Members of the Board shall be entitled to vote by proxy at Board meetings.
Waiver of Notice
6. Whenever any notice of a meeting is required to be given to any director of this corporation
under provisions of the Articles of Incorporation, the Constitution and Bylaws of this
association, or the law of this Commonwealth, a waiver of notice in writing signed by the
director, whether before or after the time of the meeting, shall be equivalent to the giving of
1. This Constitution and its Bylaws may be amended by a majority of the Board members
following at least 60 days notice in writing of such proposed changes.
1. Upon dissolution of the International Coalition for Medical Justice or winding up of its
affairs, the assets shall be applied and distributed as follows: after payment of obligations,
all remaining assets shall be transferred or conveyed to an association to be determined by
the Executive Board that is an exempt organization under the provisions of Section 501(c)(3)
of the Internal Revenue Code or to one or more organizations which have operations or
perform services anywhere in the United States, Canada, Europe, Australia, Africa or Asia
and are exempt under the provisions of Section 501(c)(3) of the Internal Revenue Code of
1954 or the corresponding provisions of any federal tax law which shall be in effect.
Dissolution shall be in compliance with the Articles of Incorporation.
1. There shall be the following classes of membership:
b. Clubs and Associations
c. Corporate Memberships
d. Educational Institutions
Each member of the association is entitled to one vote on each matter submitted to a vote of the
members. In the case of an organization or corporation, the vote shall be cast by the CEO of that
organization, or by whomever the group chooses to delegate responsibility.
2. a. Dues shall be established by the Board of Directors.
b. Any member shall be dropped from the membership rolls if dues have not been
received within ninety (90) days of the expiration of the previous membership year.
3. The business year of the association shall begin on the first day of January and end on the
thirty-first day of December following in each calendar year.
4. Any member may resign by filing a written resignation with the Secretary at any time.
1. Members of the Board of Directors must constitute one-third of the entire membership of the
Board to provide a quorum for the transaction of business at any Board meeting, in person
or by proxy, provided that in no event shall less than two Board members constitute a
quorum, and further provided that, if less than a quorum of the Board is present at any
meeting, a majority of the Directors present at the meeting may adjourn the meeting from
time to time.
1. The Board of Directors shall consist of not more than twenty (20) elected members.
a. Officers shall be the CEO/President, Vice-Presidents, Publisher/Secretary, and
Treasurer. The Executive Board shall also include an office of General Counsel.
The General Counsel shall have a full voice on the Board, but shall not have voting
b. The Executive Director and all past Presidents present shall have full voting rights
at all Board meetings.
c. Liaison representation from related organizations may be appointed by the Board of Directors to serve with the such rights and terms as may be determined by the Board. Designation of a representative may be suggested by the related organization. Alternatively, a member of the Board of Directors may be designated by the Board to act in a liaison capacity to the related organization.
2. Prior to each annual Board meeting, the Nominating Committee shall request suggestions
for nominations from all members in appropriate publications.
3. Any voting member may submit a candidate for nomination, in writing filed with the
Nominating Committee, at least sixty days prior to the balloting date at which the Director
or Directors are to be elected.
4. No person shall be elected without his or her prior consent.
5. Balloting for elections shall be by mail.
6. The term of office for the newly elected officers and other members of the Board shall begin
following the annual meeting of the association, and all officers and Board members shall
remain in office until their successors are qualified.
7. The Board of Directors may employ such employees as it may deem advisable, and provide
for their compensation from the funds of the association. The Board shall employ, subject
to the availability of funds, an Executive Director, who shall maintain and manage the daily
operations of the association.
ARTICLE IV--Contracts, Checks, Deposits and Funds
1. The Board of Directors may authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of or on behalf of the
association; such authority may be general or confined to specific instruments.
2. All checks, drafts, or other orders for the payment of money, notes or other evidence of
indebtedness, issued in the name of the association, shall be authorized by the CEO and/or
the Executive Director of the association.
3. All funds of the association shall be deposited from time to time to the credit of the
association in banks, trust companies or other depositories; or, subject to the approval of the
Board of Directors, in other trusts or securities.
4. The Board of Directors may accept or reject on behalf of the association any contribution,
gift, service, bequest or devise for the general purposes or for any specific purpose of the
1. The Board of Directors may from time to time appoint honorary officials to act in an
advisory capacity only.
2. The Board of Directors may from time to time establish certificates or other awards which
my be awarded as the Board shall elect.
ARTICLE VI--Meeting Procedures
1. Except as otherwise stated in the Constitution and Bylaws, all proceedings of this association
shall be governed by the current edition of Robert's Rules of Order Newly Revised.
1. The ICMJ office shall keep correct and complete books and records of account. The
Publisher/Secretary shall keep minutes of the proceedings of the meetings of the Board of
Directors and committees having any authority of the Board of Directors. ICMJ shall keep
at its office a record giving name and addresses of the members entitled to vote. All books
and records of the association may be inspected at the ICMJ office by any member, or his
agent or attorney, for any purposes, at any reasonable time during regular business hours.
1. The books and records of the association shall be maintained and audited by the ICMJ and
independent auditors, as authorized by the Board of Directors.
1. The President may appoint committees to conduct activities of the organization or assist the
Board of Directors.
2. A committee shall be considered dissolved upon completion of its task and acceptance of its
report by the Board.
ARTICLE X--Annual Reports
1. Annual reports shall be submitted in writing by the Officers, Committees and the Executive Director to the Board at the time of the annual meeting and shall be retained by the Executive Director.