The present document of the Constitution and Bylaws of the Cabo Verdean American Medical Society has been approved unanimously by the Society’s General Assembly on
September of 2020
In attestation of this fact, the Official Seal of the Society has been affixed, and the signatures of the Bylaws Committee Chair, the Secretary of the Society and the President have been placed hereunder.
Boston September of 2020
Anibal Melo, MD
Chair, Bylaws Committeea
Susan Weinberg, MD
Julio Teixeira, MD
CONSTITUTION OF THE CABO VERDEAN AMERICAN MEDICAL SOCIETY
CHAPTER I: NAME AND PURPOSE
ARTICLE 1. NAME. The society, organized as an unincorporated association, founded in 2020 in as a not for profit charitable, educational and research organization, as specified in section 501 (c)3 of the Internal Revenue Code, shall be known as the Cabo Verdean American Medical Society, hereinafter referred to as the Society, and shall employ the abbreviation CAMS
ARTICLE 2. PURPOSE. The purpose for which the Society is organized is to unite nationally physicians and other health care professionals of Cabo Verdean heritage or culture to foster, promote and support advances in medical treatment, research, educational and cultural programs of the highest possible standards that will enrich the quality of life of individuals and communities and create a bridge of collaboration and service with hospitals and communities in the Cabo Verde Islands.
Specific purposes of the Society shall be as follows: (i) To maintain and promote the Cabo Verdean heritage and to expand the “art of healing” in a progressive, professional and scientific manner.
(ii) To promote research pertaining to the study of medical and scientific matters; to encourage, assist, support, and contribute towards studying ideas of educational and scientific undertakings; to upgrade new methods of technology; to elevate standards of training; to advance disease prevention; to alleviate, improve, treat, secure and preserve health and related problems affecting mankind.
(iii) To encourage social and community inter-relation in order to improve consciousness of social responsibilities.
(iv) To expand relations with other professional societies of Cabo Verdean heritage, other Medical Societies around the world, other Medical, and non-Medical Societies related to healthcare, biomedical science or that share the same cultural goals as CAMS within or outside the United States in order to stimulate the exchange of information in health, education, science, culture, history, social solidarity or other health related fields.
(v) To provide documentation, information, guidance and counseling to its members, especially by fostering national and international exchange programs.
(vi) To promulgate ideas in organizing our Society for expansion in a nation-wide basis and with international outreach.
(vii) To support scholastic activities in research fields, to encourage and assist meritorious young physicians and healthcare professionals by creating scholarships and special funding activities.
(viii) To promote the idea of future affiliation between United States Universities or other academic institutions and respective Cabo Verdean institutions.
(ix) To establish and support charitable funding that will be used for development and expansion of Society’s programs and the creation of a permanent Center for the Society.
ARTICLE 3. OFFICES. The principal office of the Society \ shall be located in the Commonwealth of Massachusetts. The Society may have such other offices, either within or without the Commonwealth of Massachusetts, as the Executive Board may determine or as the affairs of the Society may require from time to time. The registered office may be, but need not be, identical with the principal office in the Commonwealth of Massachusetts, and the address of the registered office may be changed from time to time by the Executive Board.
CHAPTER II: MEMBERSHIP AND DUES
ARTICLE 1. ELIGIBILITY. Medical professionals of Cabo Verdean heritage or culture shall be eligible for membership upon submission of application. Eligible healthcare professionals and friends/supporters of the Society would also be eligible for certain membership categories as specified below.
ARTICLE 2. ACCEPTANCE. New members shall be presented by the Membership Committee to the Executive Board for affirmation.
ARTICLE 3. CLASSES OF MEMBERS. The Society shall have a minimum of three (3) classes of members. The designation of such classes and the qualifications and rights of the members of such classes shall be as follows:
ACTIVE: Dues paying Physicians retaining all rights, privileges and eligibility to vote and hold elected office.
ASSOCIATE: Dues paying Healthcare Professionals, and Biomedical Scientists, retaining all rights, privileges and eligibility to vote except the right to hold elected office.
RESIDENT-STUDENT: Dues paying Physicians-in-Training, Medical Students, or other Healthcare professionals-in-training retaining all rights and privileges except the right to vote and hold elected office.
MEMBERS-AT-LARGE: Dues paying individuals in any of the above categories residing internationally including those who are members of other organizations in geographically remote areas whether or not they belong to the Society’s Chapters.
HONORARY FELLOWS AND BENEFACTORS: This Honorary membership category is reserved for individuals who have benefited the Society in a very distinguished manner as judged by the unanimous motion of the Executive Board.
LIFETIME MEMBERS. This Honorary membership category is reserved for those who have served as Presidents of the Society.
ARTICLE 4. VOTING RIGHTS. Each voting member shall be entitled to one (1) vote on each matter submitted to a vote of the members. In case of a tied vote, either at the Executive Board or at the General Assembly, the President shall cast his/her vote twice.
ARTICLE 5. DELINQUENT MEMBERS. All dues paying members who have been delinquent in the payment of their dues for more than two (2) years may reactivate their membership upon the payment of their dues for the current year; and, where applicable, the right to hold elected office shall be reinstated six (6) months after such payment.
ARTICLE 6. TERMINATION OF MEMBERSHIP. The Executive Board, by an affirmative vote of the majority of its members, may suspend a member for cause after an appropriate hearing, and may, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership, or suspend any member who shall be in default in the payment of dues for the period fixed in Chapter IV, Article 3 of the CAMS by-laws.
ARTICLE 7. RESIGNATION. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
ARTICLE 8. REINSTATEMENT. Upon written request signed by a former member filed with the Secretary, the Executive Board may approve and, by the affirmative vote of the majority of its members, reinstate such former member to membership upon such terms as the Executive Board may deem appropriate.
ARTICLE 9. TRANSFER OF MEMBERSHIP. Membership in this Society is not transferable or assignable.
CHAPTER III: MEMBERSHIP MEETINGS AND EXECUTIVE BOARD
ARTICLE 1. MEETINGS OF MEMBERS
SECTION 1. GENERAL ASSEMBLY MEETINGS. The General Assembly meetings of the members shall be held semiannually for the purpose of electing Officers, and/or for the transaction of such other business as may come before the meetings. If the days fixed for the General Assembly meetings shall be legal holidays, such meetings shall be held on the next succeeding business days. If the election of Officers shall not be held on the days designated herein for either General Assembly meeting, or at any adjournment thereof, the Executive Board shall cause the elections to be held at special meetings of the members as soon thereafter as conveniently may be. The President shall address the members and present a report on the State of the Society at each General Assembly Meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the members may be called by the President, the Executive Board, or not less than one third of the members having voting rights.
SECTION 3. PLACE OF MEETINGS. The Executive Board may designate any place, either within or without the Commonwealth of Massachusetts, as the place of meeting for any special meeting called by the Executive Board.
SECTION 4. NOTICE OF MEETINGS. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally or by mail, including electronic mail, to each member entitled to vote at such meeting, not less than five nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting. In case of a special meeting or when required by statute or by these by laws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the member at his/her address as it appears on the records of the corporation, with postage thereon prepaid. For electronic delivery, the time and date noted on the Society’s electronic records will serve the above purpose.
SECTION 5. QUORUM. One half of the members eligible to cast a vote at a General Assembly meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. If a quorum is not present and the meeting is adjourned, the General Assembly is convened again within 4-6 weeks without any quorum requirement.
SECTION 6. PROXIES. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by its duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
SECTION 7. MANNER OF ACTING. A majority of the votes entitled to be cast on a matter to be voted upon by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these by laws.
SECTION 8. VOTING BY MAIL. Where Officers are to be elected by members or any class or classes of members, such election may be conducted by mail, including electronic mail, in such manner as the Executive Board shall determine.
SECTION 9. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the General Assembly may be taken without a meeting, if all the Members consent to the action in writing and the written consents are filled with the records of the meetings of the General Assembly. Such consents shall be treated for all purposes as a vote at a meeting.
SECTION 10. Meeting by Video Conference Telephone, etc. Unless otherwise provided by law or these By-laws, the members may participate in a meeting of the General Assembly by conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
ARTICLE 2. EXECUTIVE BOARD
SECTION 1. GENERAL POWERS. The affairs of the Society shall be managed and administered by the Executive Officers, hereinafter called the “Board” or “Executive Board”. The Officers must be members of the Society whose memberships are current and in good standing.
SECTION 2. OFFICERS. The number of voting Officers of the Board, shall be nine (9). They shall be a President, the last Immediate Past President, one (1) Vice President (a possible higher number thereof to be determined by the Executive Board), a Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of this Article. The Executive Board may elect or appoint such other officers, as it shall deem desirable, such officers to have the authority to perform the duties prescribed, from time to time, by the Executive Board. Any two or more Officers may be held by the same person, except the offices of President and Secretary. All Officers shall co-chair at minimum one (1) active Standing Committee; the President is considered as chair of all Standing Committees.
A. PRESIDENT. The President shall be the principal executive officer of the Society and shall in general supervise and control all of the business and affairs of the Society. He/she shall preside at all meetings of the members; may sign, with the Secretary or any other proper Officer of the Society authorized by the Executive Board, any deeds, mortgages, bonds, contracts, or other instruments with the Executive Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Board or by these by laws or by statute to some other officer or agent of the Society; serve as an ex officio member of the Society’s Standing Committees; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Executive Board from time to time. The President shall appoint all members of the Standing Committees, who will then be confirmed by the Executive Board.
B. IMMEDIATE PAST PRESIDENT. The last Immediate Past President shall assist the President in an advisory capacity in areas assigned by the President and approved by the Executive Board.
C. VICE PRESIDENT. In the absence of the President, or in event of his/her inability or refusal to act, the Vice President (or in the event there may be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. All Vice Presidents shall perform such other duties as from time to time may be assigned to him/her by the President or by the Executive Board.
D. TREASURER. If required of the Executive Board, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Executive Board shall determine; shall have charge and custody of and be responsible for all funds and securities of the Society; receive and give receipts for moneys due and payable to the Society from any source whatsoever, and deposit all such moneys in the name of the Society in such banks, trust companies or other depositaries as shall be selected in accordance with the provisions of CAMS’ by-laws; shall serve as Chair of the Finance Committee; submit periodic reports to the Executive Board; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Executive Board.
E. SECRETARY. The Secretary shall keep the minutes of the meetings of the General Assembly and Executive Board in one or more books provided for that purpose; submit the minutes of each meeting at each subsequent meeting; see that all notices are duly given in accordance with the provisions of the by-laws or as required by law; be custodian of the Society’s records, of the seal of the Society and see that the seal of the Society is affixed to all documents, the execution of which on behalf of the Society under its seal is duly authorized in accordance with these by laws; maintain a register of the physical and electronic addresses of each member which shall be furnished to the Secretary by such member; in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Executive Board.
SECTION 3. MEMBERS. The Executive Board may appoint such other individuals as members of the Executive Board as it shall deem desirable, such members to have the authority to perform the duties prescribed, from time to time, by the Executive Board.
SECTION 4. ADVISORS. The President may appoint such other individuals as advisors to the Executive Board as he/she shall deem desirable, such advisors to have the authority to perform the duties prescribed, from time to time, by the President and/or the Executive Board.
SECTION 5. REGULAR MEETINGS. Regular meetings of the Executive Committee shall be held throughout the year, but not less than eight (8) from September through July. The Executive Board may provide by resolution the time and place for the holding of additional regular meetings of the Board without other notice than such resolution.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Executive Board may be called by or at the request of the President or any four (4) officers fixing a place within the Commonwealth of Massachusetts at the place for holding any special meeting of the Board called by them.
SECTION 7. NOTICE. Notice of any special meeting of the Executive Board shall be given at least two (2) days previously thereto by notice given personally by telephone or delivered personally or sent by mail, email or telegram to each officer and committee member at his/her address as shown by the records of the Society. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid. If notice be given by email or telegram, such notice shall be deemed to be delivered when the message is delivered to the email server or telegraph company. If notice is given by telephone, such notice shall be deemed to be delivered when given to the officer or committee member or their appointed representative.
SECTION 8. QUORUM. A simple majority of the Officers shall constitute a quorum for the transaction of business at any meeting of the Executive Board; but if less than a majority of the Officers is present, the Officers present may adjourn the meeting from time to time without further notice. If a quorum is not present and the meeting is adjourned, the Board is convened again within 7-10 days without any quorum requirement.
SECTION 9. ELECTION AND TERM OF OFFICE. The Officers of the Society shall be elected every two (2) years by the members at the General Assembly meeting shall serve until their successors shall have been duly elected and taken office on or before the 3rd of January of his/her term of office. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New offices may be created and filled at any meeting of the Executive Board by simple majority. The Officers of the Society may not qualify to succeed themselves for more than one consecutive term of office in the same position. Elections can be held before the designated term if it is so requested by a motion signed by at least two thirds of the paid members of the Society or by at least two thirds of the voting Officers of the Executive Board.
SECTION 10. REMOVAL. Any Officer elected by the membership may be removed by the with majority of the elected voting Officers of the Executive Board whenever in its judgment the best interests of the Society would be served thereby, but such removal shall be without prejudice to the Officer so removed.
SECTION 11. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Executive Board for the unexpired portion of the term.
SECTION 12. COMPENSATION. Executive Board Members as such shall not receive any stated salaries for their services, but nothing herein contained shall be construed to preclude any Board Member from serving the Society in any other capacity and receiving compensation thereof.
SECTION 13. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Executive Board may be taken without a meeting, if all the Members consent to the action in writing and the written consents are filled with the records of the meetings of the Executive Board. Such consents shall be treated for all purposes as a vote at a meeting.
SECTION 14. MEETING BY VIDEO CONFERENCE TELEPHONE, ETC. Unless otherwise provided by law or these By-laws, the members of the Executive Board may participate in a meeting of the Executive Board by conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
SECTION 15. AMENDMENT OF THE CAMS CONSTITUTION. Any of the articles of the present constitution of CAMS can be amended following relevant proposal by the Executive Board and with approval by two thirds of the voting members present in a specifically convened General Assembly.
BY-LAWS OF THE CAPEVERDEAN AMERICAN MEDICAL SOCIETY
CHAPTER I. COMMITTEES AND RESPONSIBILITIES
ARTICLE 1. STANDING COMMITTEES
SECTION 1. GENERAL COMMITTEE STRUCTURE. The Executive Board, by resolution adopted by a majority of the members in office, may designate, appoint or dissolve one or more committees, each of which shall consist of one Chair appointed by the President and affirmed by the Executive Board and one or more members appointed by the President or the Chair with the approval of the President. Unless otherwise stated in these by laws, the committees, to the extent provided in said appointment resolution, shall (i) present reports to the members at the Executive Board meetings and the General Assembly as assigned by the President; and (ii) advise the Executive Board in the management of the Society in matters of its jurisdiction or as otherwise assigned by the President.
The role of the Committees is not a policy-making one, but is rather to render advice and recommend matters pertaining to their duties, so as to maintain, improve, and expand our Society. The President oversees and coordinates all the Committees’ activities.
It is the prerogative and responsibility of the President to revitalize an inactive committee or one acting not in accordance with set policies, by replacing its member(s) or the Chair/co-Chair. On the other hand, every effort should be made to extend the term of a successful, hard-working committee.
No such committee shall have the authority of the Executive Board in reference to amending, altering or repealing the by laws; electing, appointing or removing any member of any such committee, Officer or Executive Board member of the Society; amending the articles of the Society; restating articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another Society; authorizing the sale, lease, exchange or mortgage of all of the property and assets of the Society; authorizing the voluntary dissolution of the Society or revoking proceedings thereof; adopting a plan for the distribution of the assets of the Society; or amending, altering or repealing any resolution of the Executive Board which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Executive Board, or any individual Member, of any responsibility imposed upon it or him/her by law.
The Standing Committees shall consist of the following: By Laws, Educational and Cultural Programming, Election, Finance, Fund-Raising, Grants and Awards, Membership, Ethics, Nominating, and Scholarship.
SECTION 2. COMMITTEE ON BY LAWS. The By Laws Chair Committee, upon becoming familiar with the activities of the Society and the efficacy of its by laws, shall (i) make annual reports recommending amendments to the Executive Board (ii) circulate said recommendations, if any, to the membership in preparation for amendment two (2) weeks prior to the General Assembly meetings.
SECTION 3. COMMITTEE ON EDUCATIONAL AND CULTURAL PROGRAMMING. The Educational and Cultural Programming Committee shall
– study and recommend to the Executive Board at its January meeting medical education meetings and cultural programs of relevance and interest to the members of the Society;
– organize and arrange said activities;- contact and provide underwriting sources;
– make arrangements for CME credits;
– coordinate all public and member education forums and lectures, including the Annual Symposium; and
– distribute a list to the membership of all educational meetings, conferences and seminars being conducted nationally and internationally by Cabo Verdean medical organizations.
The order of business of the education sessions shall be arranged and directed by the President.
SECTION 4. COMMITTEE ON ELECTIONS. The Election Committee, consisting of three (3) members not running for office and appointed by the President, shall inform the members of election protocol and supervise the actual handling of election proceedings.
SECTION 5. COMMITTEE ON FINANCE. The Finance Committee, chaired by the Treasurer, consisting of the Chair of both the Fund Raising and Development Committees, shall . study and evaluate all financial affairs of the Society and make recommendations to the Executive Committee; establish and submit the annual budget for the Society; recommend dues for the ensuing year by the October meeting of the Executive Committee based on an analysis from the Membership Committee; examine the accounts of the Treasurer; examine the audits submitted by the Certified Public Accountant retained by the Society and report the results of its examination to the Executive Committee in writing prior to the October meeting of the Executive Committee; . study and recommend the investment of surplus funds and advise on the condition of funds in trust; and . ensure that the bookkeeping and financial records required as a condition of grants received are kept in the manner specified in the grant contract or other guidelines.
SECTION 6. COMMITTEE ON FUND RAISING. The Fund Raising Committee shall study and recommend strategy to the Executive Committee in meeting the annual budget and financial goals of the Society; . organize a viable list of Friends, individuals, foundations and corporations, interested in contributing financially in support of the work of the Society; and . implement and coordinate fund raising activities and events throughout the year, including the Annual Scholarship Weekend. The Annual Scholarship Weekend Chair, Co Chair, and Symposium Chair appointed by the President and the Executive Board at its January meeting of the year of their tenure, shall select the Chair of the Contributions (Raffle) Committee; work with the Fund Raising Committee to meet the financial goals of the weekend; share equal responsibility relating to the weekend in general with the Chair responsible specifically for all arrangements relating to the Gala and the Co Chair for all arrangements relating to the Symposium. serve as liaison with selected honorees and make all necessary arrangements pursuant to these honorees; and present an update to the Executive Committee as requested.
SECTION 7. COMMITTEE ON GRANTS AND AWARDS. The Grants and Awards Committee shall notify all appropriate and accredited medical schools nationwide and high schools in the tristate area of the availability of grants and awards for medical and biomedical research students, M.D.s, Ph.D.s and high school students, respectively, of Hellenic heritage ;
– review the qualifications of all candidates;
– recommend potential recipients to the Executive Board; and
– review criteria and qualifications, from time to time, and make appropriate and necessary recommendations to the Executive Board.
SECTION 8. COMMITTEE ON MEMBERSHIP. The Membership Committee shall study and recommend policy to the Executive Committee relating to the building and maintenance of membership in the Society; . provide a membership dues analysis to the Treasurer recommending dues to meet the needs of membership activities; study and recommend a long range plan of membership goals and activities to meet those goals; develop a list of membership prospects with assignments for personal contact to be made by committee members and/or other members of the Society; encourage and promote membership in the Society by medical students; study, evaluate and make recommendations to the Executive Board concerning areas of need and interest relating to this student sector; explore reasons for delinquent members; and acquire biographies and maintain member profiles for use in the Society’s directory.
SECTION 9. COMMITTEE ON ETHICS. The Ethics committee shall review and be charged to resolve any officer, member conduct code matters following an inclusive procedure and in accordance with these by-laws. In case or unresolved issues, this committee may bring the matter to the attention of the Board for disciplinary action in accordance to these by-laws.
SECTION 10. COMMITTEE ON NOMINATIONS. The Nominating Committee shall present to the Executive Board by the 31st of October of the election year nominations for officers, including incumbents eligible for reelection and/or current members of the Society; arrange to send to all voting members two (2) weeks prior to the scheduled General Assembly meeting in November a nominating ballot; present to the members at the General Assembly meeting in November a formal report, slate of candidates, for election; and, where applicable, work with the Election Committee in the actual handling of the election proceedings.
SECTION 11. COMMITTEE ON SCHOLARSHIPS. The Scholarship Committee shall notify all appropriate and accredited medical schools nationwide of the availability of scholarship funds for medical students of Hellenic heritage residing in the tristate area;
– network with Financial Aid and Public Relations officers of medical schools regarding funding;
– review the qualifications of all candidates;
recommend potential recipients to the Executive Board at its May meeting;
– recommend potential recipients for named awards to donors;
– arrange for the recognition of the recipients during the Scholarship Weekend; and
– review criteria and qualifications, from time to time, and make appropriate and necessary recommendations to the Executive Committee.
ARTICLE 2. OTHER COMMITTEES. Other committees not having and exercising the authority of the Executive Board in the management of the Society may be appointed in such a manner as may be designated by a resolution adopted by a majority of the Officers present at an Executive Board Meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Society and the Chair of the Committee shall appoint the members thereof. Any Chair or member thereof may be removed by the President with the approval of the Executive Board.
ARTICLE 3. TERM OF OFFICE. Each committee shall continue as such for a two (2) year term until the General Assembly meeting in November the year following their appointment and until their successor is appointed, unless the committee shall be sooner terminated, or unless such member shall be removed from such committee, or unless such member shall cease to qualify as a member thereof. All committee chairs and members are considered under resignation immediately before an Executive Board election and new appointments should be made on a de novo basis by the newly elected President and Executive Board. The Executive Board by a majority vote, following the recommendation of the President, may dissolve or restructure completely any Standing or other committee for no cause.
ARTICLE 4. COMMITTEE CHAIR. The Chair of each committee shall be appointed for a two-year term following each election period by the incoming President and affirmed by the Executive Board unless provided otherwise in these by laws; shall serve as a non-voting advisory member of the Executive Board; shall attend the General Assembly meetings and the monthly meetings of the Executive Board; and upon invitation attend special meetings called by the President. All actions and communications of a Committee Chair are subject to approval by the President.
ARTICLE 5. CORRESPONDENCE. All official correspondence in the name of and on the letterhead of the Society in matters within a committee’s jurisdiction shall bear the signature of its Chair and the President or Secretary and any other designated signatures as determined by the President or the Secretary.
ARTICLE 6. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
ARTICLE 7. QUORUM. Unless otherwise provided in the resolution of the Executive Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at the meeting at which a quorum is present shall be the act of the committee.
ARTICLE 8. RULES. Each committee may adopt rules for its own government not inconsistent with these by laws or with rules adopted by the Executive Board. These adopted rules are subject to approval by the President and the Executive Board.
ARTICLE 9. MEETINGS. Each committee may hold as many meetings as deemed necessary to carry out the objectives of the committee as approved by the Executive Board.
CHAPTER II. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
ARTICLE 1. CONTRACTS. The Executive Board may authorize any Officer or Officers, agent or agents of the Society, in addition to the Officers so authorized by these by laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society, and such authority may be general or confined to specific instances.
ARTICLE 2. CHECKS, DRAFTS, ETC. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such Officer or Officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Executive Board. In the absence of such determination by the Executive Board such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President, or a Vice President of the Society.
ARTICLE 3. DEPOSITS. All funds of the Society shall be deposited from time to time to the credit of the Society in such banks, trust companies or other depositaries as the Executive Board may select.
ARTICLE 4. GIFTS. The Executive Board may accept on behalf of the Society any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Society.
CHAPTER III. CERTIFICATES OF MEMBERSHIP
ARTICLE 1. CERTIFICATES OF MEMBERSHIP. The Executive Board may provide for the issuance of cards, certificates or plaques evidencing membership in the Society, which shall be in such form as may be determined by the Executive Board. Such certificates shall bear the Seal of the Society and be signed by the President and possibly other Officers as determined by the Executive Board. The name and address of each member and the date of issuance of the certificate shall be entered on the records of the Society. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued upon such terms and conditions as the Executive Board may determine.
ARTICLE 2. ISSUANCE OF CERTIFICATES. When a member has been accepted into membership and has paid any dues that may be required, a certificate of membership shall be issued in his/her name and delivered to him/her by the Secretary, if the Executive Board shall have provided for the issuance of certificates of membership under the provisions of Section 1 of this Article.
CHAPTER IV. OFFICIAL RECORDS AND DUES
ARTICLE 1. BOOKS AND RECORDS. The Secretary is the only Officer in addition to the President who can use the CAMS letterhead in written or electronic communications, and may grant such privilege to other CAMS Officers or Committee Chairs or members after the President’s approval and only for fulfillment of a specific CAMS duty. The Society shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Executive Board, General Assembly and committees having any of the authority of and from the Executive Board, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Society may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.
ARTICLE 2. FISCAL YEAR. The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.
ARTICLE 3. ANNUAL DUES.
SECTION 1. ANNUAL DUES. The Executive Board may determine from time to time the amount of annual dues payable to the Society by members of each class.
SECTION 2. PAYMENT OF DUES. Dues shall be payable on or before the first day of February in each fiscal year.
SECTION 3. DEFAULT AND TERMINATION OF MEMBERSHIP. When any member of any class shall be in default in the payment of dues for a period of ten (10) months from the beginning of the fiscal year or period for which such dues became payable, his/her membership may thereupon be suspended at the discretion of the Executive Board in the manner provided in Article 4 of these by laws.
ARTICLE 4. SEAL. The Executive Board shall provide a corporate seal, which shall be the …………..within the form of a ……. and shall have inscribed thereon the name of the Society and the words “Cabo Verdean American Medical Society.”
ARTICLE 5. WAIVER OF NOTICE. Whenever any notice is required to be given under the applicable provisions of law or this Constitution or the By-Laws of the Society, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 6. AMENDMENTS TO BY LAWS. These by laws may be altered, amended or repealed and new by laws may be adopted by a simple majority of the members present at the General Assembly meeting following the recommendation of the Executive Board or at any special meeting if at least two (2) weeks written notice is given of intention to alter, amend or repeal or to adopt new by-laws at such meeting.
ARTICLE 7. PARLIAMENTARY ORDER. All questions of parliamentary order, not provided for in these by laws, shall be determined by the parliamentary usage as contained in Roberts Rules of Order.