Global Alliance For Medical Education, Inc.
Revised By-Laws: Approved January 22, 2011
ARTICLE I: NAME and LOCATION
The name of the organization is Global Alliance for Medical Education, Inc. (“GAME”). GAME is a not-for-profit organization incorporated as a non-stock corporation in the State of Connecticut. GAME shall be referred to in these By-laws as the “Corporation.” The administrative office location will be determined by the Board.
ARTICLE II: PURPOSE and MISSION
The purpose of the Corporation is to promote lifelong learning by providing resources for healthcare professionals engaged in or interested in activities around the world including but not limited to continuing education (“CE”), continuing medical education (“CME”), and continuing professional development (“CPD”), and by fostering programs, standards, and partnerships, leading to quality care for patients and communities.
ARTICLE III: MEMBERSHIP
Section 1. Members
Members of the Corporation shall be individuals engaged in or interested in CME or CPD whose application for membership has been approved according to rules adopted by the Board of Directors and whose membership dues have been paid for the membership year. The annual dues ($ amount) for each active member are to be determined by the Board not later than October each year for membership the following year. Only members with paid dues shall have the right to vote at any official function.
Section 2. Membership Year
The membership year shall commence on January 1 of each calendar year and terminate the following December 31st.
Section 3. Membership Powers and Duties
The Membership shall elect Directors, pursuant to Section 4.3 below.
The Membership may amend the by-laws pursuant to Article XIII below.
The Membership may act on any issue pertaining to the Corporation referred to it by the Board of Directors or requested in writing by 10 percent of all active members as defined in Section 1 above.
Section 4. Annual Meeting
The Annual Meeting of the Corporation shall be held once each year, as decided by the Board of Directors. The aim of the meeting is to review the state of the Corporation, including its finances, strategic and business plans for the subsequent years and the need to amend the present bylaws. Other subjects will be discussed as deemed appropriate.
Membership shall be informed by the Secretary of the agenda, date, time and place of the Annual Meeting by written, faxed or e-mail communication no later than 15 days prior to the date of the meeting.
Members may vote on issues on the agenda in person or by written proxy, or e-mail submitted to the Secretary no later than three days prior to the meeting. Other electronic approaches to voting are also acceptable as appropriate.
A majority of Members, in person or by proxy, shall constitute a quorum.
For the purpose of determining Members entitled to notice of or to vote at any meeting, the date immediately proceeding the day of such meeting will be considered for recording purposes. The Secretary of the Corporation shall prepare a list of the Members entitled to vote. Such list should be kept on file at the principal office of the Corporation or placed in the Corporation’s website and shall be available to inspection by any member for any proper purpose.
Section 5. Special Meetings
Special meetings of Members may be called at any time by a majority of the Board of Directors or by the President at the written request (by mail, fax or e-mail) of 10 percent of Members.
Notice of such special meeting shall be served in the same manner and time as notice of the Annual Meeting.
Members may vote on issues on the agenda in person or by written proxy submitted to the Secretary no later than three days prior to the meeting.
A majority of Members, in person or by proxy, shall constitute a quorum.
Proxies may be submitted by regular mail, fax or e-mail.
ARTICLE IV: GOVERNANCE
Section 1. Name
The name of the governing body of the Corporation shall be the Board of Directors - the “Board” (see Section 4.).
Section 2. Powers and Duties
The Corporation shall act by and through the Board. The primary responsibility of the Board is to establish the basic policies, strategies and operational plans of the Corporation, including the control, direction, and supervision of the affairs under their purview. The Board has responsibility for the financial health of the Corporation, including budget and assets.
The Board shall adopt rules and regulations for the conduct of its business as it deems appropriate.
Section 3. Composition
The Board shall be made up of persons with expertise in CME/CPD, information science, telemedicine/eHealth and related capabilities, and may include representatives of medical organizations, academic medical organizations, CME organizations and supporters of CME/CPD, from private or public sectors.
Section 4. Number and Terms of Office
The Board shall be made up of directors numbering up to a maximum of twenty five (25), The Board may increase or decrease their number by amendment of these By-Laws, but no decrease shall shorten the term of any incumbent director. Directors shall be elected by the Membership for two-year terms until their successors are elected and qualified.
The Board shall include a subset termed “The Executive”,. The Executive shall be constituted from the five Officers of the Board (see Article VI), the Chair of the Program Committee for the next Annual Meeting, the Chair of the Communications Committee and the Chair of the Membership Committee (see Article V).
Section 5. Election of the Board
A director shall take office upon election by the Membership and, except in the case of resignation or removal in accordance with these By-laws, shall continue in office until his or her successor is elected and seated. Directors may serve for up to three terms of two years each, and after a period of one year shall be again eligible for re-election for a further period up to three terms
Section 6. Resignation and Removal
A director may resign at any time upon delivery of written notice to the Board, the President or the Secretary. Any such resignation shall be irrevocable upon delivery of such notice. Any Director who misses two consecutive Board meetings despite notification will be removed from the Board. Any director may be removed for cause by a vote of all other directors on the Board. Directors shall be notified least fourteen days prior to such action, and the named director shall have the opportunity to present his or her case to the Board prior to the vote.
Section 7. Vacancies
Vacancies on the Board may be filled at any meeting of the Board. The appointed director shall serve until the next Annual Meeting, and then will be eligible for election.
Section 8. Meetings
The Board will hold at least three regularly scheduled meetings a year. Special meetings of the Board may be held upon the call of the President and any three directors.
The Board may elect to hold its meetings in person, via conference call, video conferencing or other appropriate communication means. Directors unable to be present at a meeting held in person may participate by phone or videoconferencing provided that all parties can hear each other simultaneously and participate in the Board's deliberations. Directors participating by phone or videoconference shall be part of the quorum. Participation by such means shall constitute presence in person at a meeting.
Unless otherwise specified in these By-laws or required by law, notice of meetings shall be given 14 days prior to the scheduled meeting by written communication, including email, text messaging, fax or other reasonable means.
Meetings of the Board may be held at any physical or virtual location acceptable to the Board.
Section 9. Quorum
Unless a greater proportion is required by law, a majority of directors in office who are available to vote shall constitute a quorum for the transaction of business or of any specified item of business at each meeting of the Board. The Secretary of the Board shall be responsible for assessing whether there is quorum to hold the meeting.
Section 10. Action and Rules of Order of the Executive.
The Executive shall be responsible for oversight of all day-to-day business operations of GAME, and all necessary decision-making between the meetings of the Full Board. The Executive will meet as necessary, generally on a monthly basis . All actions taken by the Executive must be ratified at the succeeding meeting of the Full Board.
Section 11. Action and Rules of Order of the Board
Except as otherwise stated in these By-laws or if a greater proportion is required by law, the Board shall take action by a simple majority vote.
The Board shall consider and ratify decisions made, and any motions properly made and carried, by the Executive in the time period between the previous Board meeting and the subsequent Board meeting. The Board may elect to withhold ratification.
In addition, the directors may by the affirmative vote of no less than two-thirds of all directors then serving and available, at any scheduled meeting of the Board of Directors or at any special meeting of the Board of Directors called for such purpose:
Amend the Certificate of Incorporation, provided, however, that no such amendment shall operate to terminate the deductibility of gifts to the Corporation for federal tax purposes or the federal income tax exemption of the Corporation as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”);
Dissolve the Corporation;
Transfer substantially all of the Corporation’s assets to another corporation exempt from taxation under Section 501(c)(3) and described in Section 170(b)(1)(A) of the Code, and formed for purposes similar to those of the Corporation, or otherwise sell or mortgage substantially all of the assets of the Corporation;
Merge the Corporation with another corporation or consolidate the Corporation into a new corporation; or
Amend the By-laws (as provided in Article XIII).
Notice of any of the foregoing proposed changes shall be sent to all directors at least 30 days prior to the voting action.
The directors of the Corporation shall have the right to make other fundamental changes to the extent and in the manner permitted by Connecticut law to directors of a Connecticut non-stock corporation except as otherwise provided in these By-laws or the Certificate of Incorporation of the Corporation.
Section 12. Action Without a Meeting
Any action required or permitted to be taken by the Board or its committees may be taken without a physical meeting if members of the Board or committee take the action. Such action under this Section has the effect of action taken at a physical meeting and may be described as such in any document.
Section 13. Compensation
No director shall receive, directly or indirectly, any salary or other form of compensation from the Corporation for services rendered to the Corporation in such capacity. Directors may be reimbursed for reasonable and necessary expenses actually incurred in connection with the performance of their duties to the Corporation. Nothing herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
ARTICLE V: COMMITTEES
Committees and international task groups or chapters may be established to assist the Board in its duties or as structures for staff to carry out the work of the Corporation. Each group shall have a clearly articulated charge, established levels of authority and lines of accountability.
Nominating Committee: Prior to each Annual Meeting, the President shall appoint a Nominating Committee to present a slate of directors to the membership at the Annual Meeting. The committee shall include at least 3 current directors. The committee shall also present a slate of officers to the Board of Directors.
Meetings and Education Committee: At each Annual Meeting, the President for the succeeding year shall appoint and announce the Chair for this committee to organize and oversee the Annual Meeting next following. The chair of this committee will serve on the Executive until the next Chair of this Committee is appointed. All decisions made by the Meetings and Education Committee will be ratified at the next meeting of the Executive.
Membership and Services Committee: At each Annual Meeting, the President for the succeeding year shall appoint a Membership Committee with a charge to expand and sustain the membership of GAME and the services provided.
Communications Committee: At each Annual Meeting, the President for the succeeding year shall appoint a Communications Committee with a charge to help members and potential members access and benefit from GAME’s educational activities and publications and to highlight and support the program content and theme for meetings sponsored by GAME.
Other Committees: Ongoing committees and short-term task groups may be established to plan and/or implement specific programs or to explore issues that may have an impact on the mission of the Corporation. The responsibilities of committees shall fit within the strategic framework of the Corporation as established by the Board. The President shall appoint committee chairs, and the chairs shall select their own committee members, subject to Board approval.
ARTICLE VI: ELECTED OFFICERS
Section 1: Number and Positions
The Corporation shall have the following officers: President, President Elect, Secretary, Treasurer and Past President. The Board shall elect the President, President Elect and Treasurer from current members of the Board. The election shall take place at the first regular Board meeting of the calendar year, and each such elected officer shall take office at the close of the meeting. The Secretary shall be appointed by the Board.
Section 2: Terms of Office
The President, the President Elect and the Treasurer shall each be elected for two-year terms. They shall serve until their respective successors have been elected and seated. The Past President shall serve for two years. The Secretary shall serve at the pleasure of the Board.
Section 3. Removal
An officer may be removed for cause by a vote of all directors on the Board (other than such officer, if such officer is also a director). Directors shall be notified at least fourteen days prior to such action, and the officer shall have the opportunity to present his or her case to the Board prior to the vote.
Section 4. Vacancies
In case of a vacancy in an office, a successor to fill the unexpired term may be elected by the Board at a regular or special meeting. Directors must be notified of the meeting at least fourteen (14) days in advance. The President Elect will fill a vacancy in the office of the President, or if there is no President Elect, the Past President will fill the vacancy. Should neither be able to assume the presidency, an election for President will be held as soon as possible to complete the term of the vacant office.
Section 5. Powers and Duties of Elected Officers
The President shall preside at all meetings of the Corporation, of the Board, and of the Executive, and shall have general supervision of the affairs of the Corporation, including the preparation of the annual business plan. The President shall be an ex-officio member of all committees and shall appoint all committee chairs. He or she shall perform such other duties that are incident to the office and as generally or specifically directed by the Board.
The President Elect shall preside at such meetings in the absence of the President.
The Secretary shall maintain all records of the Corporation, and shall take the minutes at all Board and Executive Committee meetings in a minute book prepared for such purpose. The Secretary shall determine whether there is quorum and shall have other powers and duties as may be assigned by the Board of Directors. The Secretary may discharge such other duties as required by law.
The Treasurer shall exercise general supervision over all aspects of the Corporation's financial affairs and shall provide complete financial reports to the Board in a timely manner. The Treasurer shall ensure that auditors are appointed and that audit reports are presented to the Board periodically.
ARTICLE VII: EXECUTIVE DIRECTOR; OTHER EMPLOYEES, AGENTS AND ATTORNEYS
Section 1. Executive Director
The Board may employ or contract for the services of an Executive Director who shall be charged with the management of the Corporation, subject to the policies and budget established by the Board. The Executive Director's responsibilities will include, but not be limited to, employment and termination of staff, preparation of the annual business plan, conduct of financial affairs, and support for the work of the Board and committees. The Executive Director shall report to the President but will be accountable to the Board, and shall provide regular reports to the Board. The Executive Director shall serve as an ex officio but non-voting member of the Board. Compensation of the Executive Director shall be fixed by the Board.
Section 2. Other Employees, Agents and Attorneys
The Board may appoint such other employees, agents and attorneys, with such powers and to perform such acts and duties on behalf of the Corporation, and with such compensation, as the Board may determine.
ARTICLE VIII: FINANCIAL OVERSIGHT
Section 1. Fiscal Year
The fiscal year of the Corporation shall be the calendar year.
Section 2. Budget and Audit
The Board shall adopt an annual business plan and operating budget and oversee the implementation of the budget through regular reviews of the financial statements. The Board shall also ensure that the Corporation is guided by sound financial policies and practices. Its financial books and accounts shall be audited by a certified public accountant on a schedule to be determined by the Board.
Section 3. Depositories, Contracts, Notes, and Signatories
All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may designate. The Board shall determine who shall be authorized to sign financial documents, checks, drafts, other orders for the payment of money or contracts authorized by the Board.
Section 4. Investments
The funds of the Corporation may be retained in whole or in part in cash or other securities, according to policies established by the Board.
ARTICLE IX: CONFLICTING INTEREST TRANSACTIONS
Section 1. Compliance
No director or officer may engage in any excess benefit transaction as defined in Section 4958 of the Code. The Board shall comply with the applicable provisions of the Connecticut Revised Non-stock Corporation Act, as amended, regarding “conflicting interest” transactions. The Board may adopt appropriate policies and procedures to implement this Section, and such policies and procedures may only be amended by the same vote required to amend these By-laws.
Section 2. Recusal
No director shall discuss or vote on any matter which would involve a conflict of interest. Any director for whom there may exist a conflict of interest shall divulge such conflict of interest to the Board, shall refrain from discussion or vote on any such matter, and shall not be physically present in the room at the time any vote is taken thereon. In the event that there is a question whether a conflict exists, the issue shall be determined by majority vote of the directors other than the affected director (which shall consist of at least two directors) present and voting. A conflict of interest shall include, without limitation, any compensation arrangement between the Corporation and a director (or any other “disqualified person” including a person related to or controlled by the director, as defined in Section 4958 of the Code).
ARTICLE X: INDEMNIFICATION
The Corporation shall indemnify, and advance expenses to, its directors, officers, employees, and agents to the maximum extent permitted by the Connecticut Revised Non-stock Corporation Act, as amended. The Board may obtain liability insurance to provide coverage for this obligation. Notwithstanding the foregoing, if at any time the Corporation is a private foundation, the Corporation shall not indemnify such individuals, procure insurance or share premium cost to the extent so doing would constitute an act of self-dealing as defined in Section 4941(d) of the Code.
ARTICLE XI: BOOKS AND RECORDS
Correct and complete records of the activities and transactions of the Corporation shall be kept at its main office. These include but are not limited to a copy of the Certificate of Incorporation, a copy of these By-laws, all minutes of the Board and the annual financial reports of the Treasurer required by Article V, Section 5.4 of the By-laws.
ARTICLE XII: DISSOLUTION
The Corporation shall use its funds only to accomplish the purposes and objectives specified in these By-laws and the Certificate of Incorporation. On dissolution of the Corporation, any funds or other assets remaining shall be distributed as provided in the Certificate of Incorporation.
ARTICLE XIII: AMENDMENTS
These By-laws may be amended by the affirmative vote of a majority of all Members of the Corporation or by two-thirds of the available directors on the Board. Notice of proposed amendments shall be sent to all members or directors at least 30 days prior to the voting action.