Make your own free website on Tripod.com

International Coalition for Medical Justice, Inc.

Constitution and Bylaws

CONSTITUTION

ARTICLE I

Name

1. The name of this association shall be the International Coalition for Medical Justice, Inc. ("ICMJ").

Purpose

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.

Location

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.

ARTICLE II

Membership

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.

ARTICLE III

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 this association.

ARTICLE IV

Governance

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.

Vacancies

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.

Compensation

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.

ARTICLE V

Annual Meeting

1. The annual meeting of the ICMJ shall be held at a date and place to be determined by the Executive Committee.

Board Meetings

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.



Special Meetings

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 meeting.

Proxy

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 such notice.

ARTICLE VI

Amendments

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.

ARTICLE VII

Dissolution

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.

BYLAWS

ARTICLE I--Membership

Classes

1. There shall be the following classes of membership:

a. Individual

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.

Dues

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.

Fiscal 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.

Resignation

4. Any member may resign by filing a written resignation with the Secretary at any time.

ARTICLE II--Meetings

Quorum

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.

ARTICLE III--Officers

Composition

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 rights.

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

Contracts

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.

Checks

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.

Deposit

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.

Gifts

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 association.

ARTICLE V--Honors

Honors

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

Procedure

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.

ARTICLE VII--Records

Records

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.

ARTICLE VIII--Audit

Audit

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.

ARTICLE IX--Committees

Committees

1. The President may appoint committees to conduct activities of the organization or assist the Board of Directors.

Dissolution

2. A committee shall be considered dissolved upon completion of its task and acceptance of its report by the Board.

ARTICLE X--Annual Reports

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.