Constitution of KSMDAA
ARTICLE 1: NAME AND OBJECTIVE
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Section 1.1: The name of the association shall be Karnataka State Medical & Dental Alumni Association of America (KSMDAA), here in after referred to as the association.
Section 1.1a: The official address of the association shall be the address of the president.
Section 1.2: The objective of the Association shall be to advance the profession of Medicine and Dentistry, contribute to the advancement of education of Medical and Dental professionals, bring together all Medical and Dental professionals of Karnataka origin and who have an ancestral link to Karnataka, to form a cohesive group and to work with other organization.
Section 1.3: The Association shall be a charitable and non-profit organization. Its income shall be derived from the membership dues, donations, and grants from organizations, investments, and various other fund raising events.
Section 1.4: The Association structure shall consist of the following bodies:
1. The General Body
2. The Executive Committee
3. The Board of Trustees (BOT)
Each body shall enjoy specific rights and shall discharge its responsibilities in accordance with the Constitution and the bylaws of the association.
Section 1.5: The Association shall exist in accordance with the principles outlined in this article and this constitution and the additional provisions in the bylaws of the Association created in accordance with the spirit of the letter of this Constitution.
ARTICLE 2: MEMBERSHIP
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Section 2.1: Any Physician or Dentist of Karnataka State origin including those physicians and Dentists who were born outside of Karnataka who have an ancestral link to Karnataka, and who resides in the continent of North America are eligible to apply for membership to this association. All members shall pay their dues to the association and shall follow and obey the rules and laws of the Association as provided in this Constitution. There shall be the three categories of members:
Section 2.1a: Active Member: An individual who meets the above criteria has duly paid the association dues as determined by the executive committee from time to time. In this category, any individual may become a life member by paying a predetermined amount of life membership dues.
Section 2.1b: Student Member: Any individual who has paid dues to the Association as determined by the Executive Committee and is enrolled in a graduate school to receive a degree in medicine or dentistry in the continent of North America.
Section 2.1c: Honorary Member: An individual who has shown interest in the activities of the association. This individual may or may not be a medical professional. This honor shall be bestowed upon a deserving individual by the decision of the executive committee.
Section 2.2: The dues shall be determined by the Executive Committee and approved by the General Body.
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Section 2.3: Only the Active Members of the Association as described in article 2.1a shall have the right to vote and shall be eligible to hold any elected office of the Association. Any other dues-paying member can be appointed by the Executive Committee or Board of Trustees to do any special project of the Association.
ARTICLE 3: GENERAL BODY
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Section 3.1: The General Body of the Association shall consist of all active members of the Association.
Section 3.2: The General Body shall have the power to elect or dismiss any member of the Executive Committee or Board of Trustees or any other committee of the association. It shall have the power to make specific recommendations or to change the provisions of the Association’s Constitution and by law, It has the power to dissolve the association. The General Body shall exercise these powers according to the procedures outlined in this Constitution.
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Section 3.3: The Annual General Body meeting shall be held at least once a year as determined by the executive committee. The business carried out at the General Body meeting may include the election of the Executive Committee and members of the Board of Trustees review of the association’s activities, financial status and any other matter related to the association.
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Section 3.4: The General Body meeting shall consist of active members who may be physically present at the meeting or represented by proxy. A majority vote of all active members present at the meeting shall be used for passage of all transactions.
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Section 3.5: To amend the Constitution or to dismiss the executive committee shall require an affirmative vote of 2/3 of all active members present at the general body meeting.
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Section 3.6: To change the bylaws of the association shall require 2/3 of the vote of the active members present at the time the motion is being considered.
ARTICLE 4: BOARD OF TRUSTEES
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Section 4.1: The Board of Trustees hereafter referred to as the Board shall consist of both the Elected members and the Permanent members, and shall be entrusted with the tasks of protecting and preserving the association functions according to the provisions of its constitution and bylaws. The Board shall exercise an overseeing and advisory role over the executive committee. In case the executive committee fails to function. the Board shall have the power to carry out the executive responsibilities until the next election.
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Section 4.2: The bylaws of the association shall define the composition. the terms and the process of electing the board members and may further specify the roles and responsibilities of the board and the qualifications of the board members.
Section 4.3: The Board along with the Executive Committee shall be the fiduciaries of the
association.
ARTICLE 5: EXECUTIVE COMMITTEE
Section 5.1: The Executive Committee of the Association shall be an elected body of members of the association entrusted with the task of organizing and carrying out all necessary activities and functions to fulfill the mission, goals, and objectives of the association.
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Section 5.2: The Executive Committee shall be responsible for developing and managing the financial and membership resources of the association. It shall be responsible for planning and execute the association’s programs. It shall via, along with the board in formatting the long-range development plans of the association.
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Section 5.3: The Executive Committee shall consist of
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The President,
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The Immediate past President,
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Vice Presidents,
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Secretary,
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Treasurer
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Four Regional Directors representing different geographical parts of the USA
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Four youth directors.
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Four Directors one of each representing the alumni members of Bangalore Medical College, Mysore Medical College, Government Dental College and one representing rest of the Karnataka State Medical and Dental colleges.
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Section 5.4: The president of the Executive Committee shall be the chief executive officer of the association and shall preside over all the meetings of the Executive Committee.
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Section 5.5: The president shall have the power to appoint standing committees ad-hoc committees to help carry out various tasks, functions, and initiative of the association. The president shall also have the power to dismiss or reconstitute such committees partially or entirely.
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Section 5.6: The Executive Committee along with the Board of Trustees shall be the fiduciaries of the association.
Section 5.7: The Executive Committee along with the BOT with a majority vote have the right to remove any elected member from the office to protect the interest of the Association.
ARTICLE 6: GENERAL ELECTION
Section 6.1: The election of all the elected office bearers of the association shall be held during the Annual General Body meeting.
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Section 6.2: The Executive committee shall appoint an election committee comprising of members in good standing to help conduct the elections.
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Section 6.2 (A) - Call for Nominations and Call for Amendments to the By-Laws, shall be sent out at least 45 days before the General Body Meeting.
Section 6.3: the election shall be held once in every two years. In case the election cannot be held the active members shall be notified in advance prior to the following Annual General Body Meeting. In the General Body Meeting, the reason for the delay in election process shall be discussed and also should decide about the future plans for the elections.
Section 6.4: Number of terms shall be limited to TWO for any candidate for the same position, however, provisions shall be made for the same candidate to contest for another position. Provisions for beyond two terms shall be available for exceptional candidates in the interest of the association, and this should have majority support from the General Body.
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Section 6.5: If for any reason, should any of the Executive Committee positions become vacant in the middle of the term, the executive committee shall have the right to fill in the vacancy on an interim basis.
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Section 6.6: Any active member is eligible to become a nominee for the election.
ARTICLE 6: GENERAL ELECTION
Section 6.1: The election of all the elected office bearers of the association shall be held during the Annual General Body meeting.
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Section 6.2: The Executive committee shall appoint an election committee comprising of members in good standing to help conduct the elections.
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Section 6.2 (A) - Call for Nominations and Call for Amendments to the By-Laws, shall be sent out at least 45 days before the General Body Meeting.
Section 6.3: the election shall be held once in every two years. In case the election cannot be held the active members shall be notified in advance prior to the following Annual General Body Meeting. In the General Body Meeting, the reason for the delay in election process shall be discussed and also should decide about the future plans for the elections.
Section 6.4: Number of terms shall be limited to TWO for any candidate for the same position, however, provisions shall be made for the same candidate to contest for another position. Provisions for beyond two terms shall be available for exceptional candidates in the interest of the association, and this should have majority support from the General Body.
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Section 6.5: If for any reason, should any of the Executive Committee positions become vacant in the middle of the term, the executive committee shall have the right to fill in the vacancy on an interim basis.
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Section 6.6: Any active member is eligible to become a nominee for the election.
ARTICLE 7: FINANCE/ASSETS MANAGEMENT
Section 7.1: Income of the association shall be drawn from the sources outlined in Article 1.
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Section 7.2: The association’s funds shall be maintained as follows:
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Section 7.2a: General Funds: These are the funds used by the Executive Committee to run the day to day operation of the association. These funds shall be allocated to the Executive Committee after an appropriation budget and approved by the Board of Trustees.
Section 7.2b: The Endowment Fund: This fund shall be created to provide for the long-term financial stability of the association. The endowment fund shall be maintained in a separate investment account. Only the interest income of the fund may be accessed for the general-purpose of the association. Only under extenuating circumstances, following the recommendation of the Executive Committee, The Board of Trustees by a majority vote may authorize the use of a portion or the whole endowment fund to discharge the financial obligation of the association. The interest derived from this fund may be used for the annual budget.
Section 7.3: Every year the Treasurer shall present an annual budget to the Board of Trustees and the Executive Committee for its approval.
Section 7.4: The Treasurer shall present the annual financial status report that was approved by the BOT and the Executive Committee to the members during the General Body meeting.
Section 7.5: Insurance. The Association shall have the power and right to purchase and, maintain insurance to the full extent permitted by law on behalf of any agent of the Association, against any liability asserted against or incurred by the agent in such capacity.
“Agent" means any person who is or was a trustee, officer, Executive Council member
employee or other agent of the Association.
Section 7.6: No Personal Liability. No trustee, officer, Executive Council member, employee, or agent of the Association shall be personally liable for the debts, liabilities or obligations of the Association.
ARTICLE 7.7: AMENDMENTS
A proposal for an amendment to the Constitution and Bylaws may be initiated by (i) the Board of
Trustees, or (ii) the Executive Council, or (iii) by a proposal in writing signed by ten (10) or more life and/ or regular members in good standing.
The BOT and the executive committee shall review the proposed amendment and submit its recommendations at a regular or special meeting of the members of the Association, and the adoption of all amendments shall require an affirmative 2/3rd (two thirds) majority vote of all of the life and regular members present and voting at the general meeting, or by postal ballot as determined by the BOT.
ARTICLE 7.8: Bylaw Amendments
A. Bylaws may be amended, altered, repealed or restated with 2/3rd (two thirds) majority vote of the general body in attendance and shall be valid for at least one full year.
B. No amendment shall be made to the bylaws which would cause the association to cease to qualify as a tax exempt under section 501(c) (3) of the internal revenue code of 1986 or the corresponding section of any future federal tax code.
C. No amendments shall be made that affect the voting rights of the paid annual members and life members of the association.
D. No amendment shall violate the local, state and national laws.
E. Minor technical or typographical corrections can be made with the unanimous vote of the board of trustees.
F. BOT with a majority vote of the trustees and members of executive council shall have the
authority to incorporate the amendments passed as per Article 7.7 and modify the existing
bylaws to remove any conflicts with the new amendments.
G. The bylaws so modified shall be posted on the association website or mailed / emailed to the membership.
ARTICLE 8: DISSOLUTION OF THE ASSOCIATION
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Section 8.1: If the association ceases to function or if the Executive Committee and The Board of Trustees feel that the association is no longer able to fulfill its original ideals and objectives as outlined in this constitution, then the association may be dissolved as follows:
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Section 8.1a: The Executive Committee shall circulate a notice of the intent of the dissolution to all dues-paying members of the association.
Section 8.1b: After such a notice is circulated, a special or annual general body meeting shall be held. If the motion is passed by a 2/3 majority of votes, then the association shall be dissolved.
Section 8.1c: After the dissolution of the association, The Board of Trustees, however, shall continue to function for a period of not more than 60 days. During this period pay off all liabilities from the assets and distribute any remaining assets according to the asset disposition approved by the General Body.
ARTICLE 9: OFFICIAL LANGUAGE
English shall be the official language for all correspondence, notices, business meetings, as well as record keeping.
BYLAWS OF THE KSMDAA
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ARTICLE 10: MEMBERSHIP
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Section 10.1: Paid membership dues are not refundable.
Section 10.2: The member shall resign or be dismissed if convicted or when actions were taken against by a Medical Board.
Section 10.3: Only dues paid members are eligible to vote
ARTICLE 11: THE EXECUTIVE COMMITTEE
Section 11.1: General Rules
Section 11.1a: As per the provisions of the constitution article 5, this committee shall consist of THE PRESIDENT, IMMEDIATE PAST - PRESIDENT, VICE - PRESIDENTS, Twelve DIRECTORS, the SECRETARY, and the TREASURER.
Section 11.1b: The term of the Executive Committee members shall be for two years. A member may not serve more than 2 terms in the same position unless the General Body approves for exceptional candidates to serve another term.
Section 11.1c: The term of the office shall start on the 1st of January following the elections.
Section 11.1d: Any Council member who remains absent during three (3) consecutive meetings of the Executive Council without permission of the President or the Secretary shall be deemed resigned from the Council.
Section 12.1: Eligibility
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Section 12.1a: A person nominated for a post in the Executive Committee must have been an active member of the Association for at least TWO years.
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Section 12.1b: For the positions of President, Vice-President and Secretary — one must have been an active member for at least two years.
Section 12.2: Responsibilities
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Section 12.2a: PRESIDENT: The president shall be the Chief Executive officer of the association. He/She shall convene, conduct and preside over the association’s functions, General Body meetings and the Executive Committee meetings.
​Section 12.2b: VICE-PRESIDENTS: Shall coordinate and assist in arranging convention.
And monitoring the functions of the appointed committees.
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Section 12.2c: Immediate PAST PRESIDENT: To assist and coordinate for the smooth functioning of the Executive Committee with his/her experiences.
Section 12.2d: SECRETARY: Responsible for sending out notices and keeping the minutes of the Executive Committee meetings and General Body meetings. To keep the records. Reporting at the annual meetings.
Section 12.2e: TREASURER: To keep the records of receipts and expenses, to send out notices to collect the dues, to present the annual budget to the Executive Committee as well as to the Board before the spring season, to present annual financial status report to the General Body responsible to file all legal papers to the state and federal agencies to maintain the association’s tax-exempt and charitable organization status.
Section 12.2 f: The treasurer along with the president shall have the power to spend up to twenty thousand dollars ($20,000) per year towards the expenses of the association. Anything over that amount needs approval of the executive committee.
ARTICLE 13: THE BOARD OF TRUSTEES
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Section 13.1: General
The Board of Trustees shall be comprised of (i) Permanent members, (ii) Elected members.
Section 13.1a: As per provisions of the Association’s constitution article 4, the Association’s Board of Trustees, referred to herein as the Board, shall consist of eight to fourteen members.
Section 13.2: Permanent Board Members
There shall be six (6) permanent members, namely 1).Dr. Shashi Kumar, 2). Dr. T.K Sreepad Rao. 3). Dr. H. K. Chandrashekar. 4) Dr. G. Ramappa, 5) Dr. Dayanand Naik, 6) Dr. Sateesh Babu. Who are appointed for life. If for any reasons if any of the members cannot continue to serve, the member’s position shall be replaced by an elected trustee.
Section 13.3: Elected Board Members
There shall be four to eight Elected members.
Each new elected member of the Board shall be elected by the General Body during the annual General Body meeting.
Section 13.3a: The tenure of an elected Board Member shall be FOUR years and another term of four (4) years of extension can be obtained for exceptional candidates, but this should be approved by 2/3 majority of the General Body.
Section 13.4: Eligibility: Elected Board member:
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Section 13.4a: Shall be a member in good standing for at least FOUR years, should have served in the past on KSMDAA executive committee as the president. If no suitable candidate is available in the pool of past presidents, a candidate who has served as a vice president, secretary or treasurer shall be considered to be eligible.
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Section 13.4b: the candidate shall have to show dedication and strong support towards the success of the Association. And shall be well versed in Association affairs and shall show a capacity to protect and preserve the Association and its constitution and bylaws.
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Section 13.4c: In the event that any member of the Board is convicted of professional misconduct or a criminal act or unethical conduct or his/her license to practice is suspended, must immediately submit their resignation. In the event such candidate does not resign, the Executive Committee, as well as the Board, shall decide jointly to dismiss the candidate from the Board of Trustees and subsequently shall notify this decision to General Body.
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Section 13.5: Responsibilities
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Section 13.5a: The Board shall oversee the performance of the Executive Committee, shall not indulge in the routine executive tasks which are the responsibilities of the Executive Committee.
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Section 13.5b: The Board shall ensure that the provisions of the association’s constitution and bylaws are upheld and that the goals and objectives of the association are upheld.
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Section 13.5c: The Board shall take a leadership role in fundraising, assets management. and authorize the annual budget.
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Section 13.5d: In the event, the Executive Committee is dismissed by the General Body. The Board shall assume the responsibilities of the executive function until a new Executive Committee is elected.
Section 13.6: Procedures
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Section 13.6a: The Board Members shall choose their Chairperson.
Section 13.6b: The Board Meetings are held at the same time as that of the Executive Committee unless the Board wishes to meet separately.
Section 13.6c: The Chairperson shall report to the General Body.
ARTICLE 14: COMMITTEES
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Section 14.1: Under The Provisions Of The Constitution, Article 5. Section 5.5, The president may set up various Committees To Assist In Carrying Out Various Tasks And Special Projects.
Section 14.1a: The president shall nominate a chairperson and members of these committees.