The Albanian American Medical Society (AAMS) is organized exclusively for one or more of the purposes as specified in section 501(C)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(C)(3) of the Internal Revenue Code. This corporation shall be a nonprofit corporation.

 

ARTICLE I – Name and Registered Office

 

Section 1. The name of the corporation shall be The ALBANIAN AMERICAN MEDICAL SOCIETY, INC. (AAMS) and its office address is 11 Cambridge Street, First Floor, Burlington, MA 01803. The address is subject to change, with the approval of the Board of Directors and prior notice to all Members.

 

Section 2. AAMS may have other offices within or outside the state of Massachusetts as the Board of Directors may from time to time determine.

 

Section 3. The fiscal year for AAMS shall begin July 1 and end June 30 of the following calendar year.

 

ARTICLE II – Mission Statement & Objectives

 

Section 1. The Albanian American Medical Society, INC. (AAMS), additionally termed hereinafter as the “Society” is a non-political organization exclusively organized for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to

organizations that qualify as tax exempt entities under section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

Section 2. To hold educational seminars in the Albanian populated territories of the Balkan Peninsula (Albania, Kosovo, Macedonia, Montenegro) thereby to offer on a charitable basis advanced training and medical education to Albanian health care professionals, through scheduled lectures, discussions, publications and other means.

 

Section 3. To create and maintain a fostering educational environment between the public academic institutions in the Albanian populated territories and those here in the US wherein its members may meet to exchange medical knowledge and participate in continuing medical education.

 

Section 4. To create and maintain an educational exchange program for Albanian healthcare professionals to come to the United States so that they may learn from the US healthcare system and in turn improve the healthcare system in their home countries. To assist students and other healthcare professionals who desire to train in the US by mentoring them and providing educational opportunities through observerships in the US healthcare system.

 

Section 5. To provide charitable healthcare services to the underserved communities in both the United States and in the Albanian territories of the Balkan Peninsula through general medical checkups, consultations and education of patients on disease prevention through medical missionary work.

 

Section 6. To plan a variety of public events through which these stated goals may be realized.

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ARTICLE III – Duration/Dissolution

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Section 1. The duration of the corporation shall be determined by Governing Body composed of the Board of Directors, the Steering Committee, and the Honorary Members.

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Section 2. Upon the dissolution of the corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed for one or more exempt purposes within the meaning of section 501(C) (3) of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine which are organized and operated exclusively for such purposes.

 

ARTICLE IV – Exemption Requirements Section 1.

 

At all times the following shall operate as conditions restricting the operations and activities of the Society:

 

Section 1. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by section 501 (H) of the Internal Revenue Code), and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

 

Section 2. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers, or other private persons, except that this corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these articles.

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Section 3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (A) by a corporation exempt from federal income tax under 501(C)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (B) by a corporation, contributions to which are deductible under section 170(C)(2) of the internal revenue code, or the corresponding section of any future federal tax code.

 

ARTICLE V – Members

 

Section 1. Categories and Criteria for Membership. There shall be six (6) categories of membership: Active Member, Senior Member, Candidate Member, Associates Member, Benefactor Member and Honorary Members.

 

Section 2. Active Membership. Qualifications: Active Membership of AAMS shall consist of Physicians, Dentists, Pharmacists, Clinical Fellows (with at least one completed accredited residency training program), Nurses, Psychologists, Physician Assistants, who have completed their training and are licensed and eligible to practice in USA, Puerto Rico or Canada.

 

Application: An application form for Active Membership shall be furnished by AAMS along with a citation from the Bylaws setting forth the Mission Statement of AAMS and eligibility requirements. The completed application for Active Membership shall be reviewed by the Board of Directors who will meet and discuss the approval or denial of a candidate’s application. Acceptance of an applicant into Active Membership shall require the favorable vote of a majority of the Board of Directors.

Every newly elected Active member shall be notified with an official letter of membership bearing the seal of the organization and reflecting the signature of the President and the Executive Director/Secretary.

 

Rights and Duties: Active Members shall have the right to vote on matters brought before the membership and shall be eligible for election to office and to the Steering Committee. It shall be the duty of each Active member to attend regularly the meetings of AAMS, to uphold the AAMS Mission and to pay the fees, dues and assessments of AAMS.

An applicant for Active Membership must possess professional values, as determined, in part, on the basis of reports from members consulted as references, reports from other references and other information.

 

Section 3. Senior Membership

Qualifications: Any member or individual of exceptional achievement or background, upon retirement, may become a Senior Member. In addition, Members or persons who have entered full retirement and who have demonstrated commitment to the AAMS, upon the submission of a declaration of retirement from employment in their respective field to the Executive Director for recommendation to the Board of Directors, and with Board of Directors approval, shall become a Senior Member. Notice of such transfer to Senior Membership shall be furnished to the member by the Executive Director.

Rights and Duties: Senior Members shall possess all the rights, duties, privileges and obligations of Active Members; however, no Senior Member shall be eligible for election to office or to the Board of Directors unless his or her self-nomination or nomination by Active Members is approved by the Board of Directors. Senior Members shall not be subject to dues or assessments.

 

Section 4. Honorary Membership.

Qualifications: Honorary Membership shall be reserved for such distinguished persons deemed worthy of such honor due to 1) their support and dedication to the AAMS mission, 2) their prominent and longstanding contribution as Albanian American healthcare providers in USA, Canada or Puerto Rico especially to Albanian immigrant patients and 3) their incomparable role as mentors to Albanian immigrant intellectuals who have sought to integrate into the US healthcare

system. Upon recommendation of the Board of Directors, Honorary Members shall be elected by a majority vote of the membership at its meeting.

Notice of Election to Honorary Membership: Every newly elected Honorary Member shall be furnished by the President with an official notice of his or her election and a certificate of membership bearing the Seal of the Society and the signature of the President and the Honorary Chairman.

Rights and Duties: Honorary Members shall not be eligible for election to office or to the Board of Directors, nor shall they be eligible for service on standing committees, Council Operating Boards, or work forces. Honorary Members shall have the elective privilege of voting and shall not be subject to dues or assessments.

Transfer to Active Membership: Any Honorary Member who is still practicing and who has not reached full retirement may apply for Active Membership in the Society and, upon acceptance, shall become subject to all the rights, duties, privileges, and obligations of an Active Member.

 

Section 5. Candidate Membership. Qualifications: Candidate Membership of AAMS shall consist of trainees in medicine, dentistry and pharmacy who are matched or enrolled in accredited educational programs in the USA, Canada or Puerto Rico.

Upon completion of training, the Candidate Member shall, with the approval of the Board of Directors, advance to Active Membership.

Application: An application form for Candidate Membership shall be furnished by AAMS along with a citation from the Bylaws setting forth the Mission Statement of AAMS and eligibility requirements. The completed application for Candidate Membership shall be reviewed by the Board of Directors. Acceptance of an applicant into Candidate Membership shall require the favorable vote of a majority of the Board of Directors.

Every newly elected Candidate Member shall be notified with an official letter of membership bearing the seal of the organization and the signatures of the President and the Executive Director/Secretary.

Rights and Duties: Candidate Members shall have the rights, duties and obligations as Active Members, except they shall not be eligible for election to office or to the Steering Committee and shall not have the privilege of voting, as they have not yet completed the process of graduating from an accredited training program. It shall be the duty of each Candidate Member to uphold the AAMS Mission and to pay the fees, dues and assessments of AAMS.

Applicants for Candidate Membership must possess professional values, as determined, in part, on basis of reports from members consulted as references, reports from other references and other information which may be related but not limited to an expression of good standing within their training programs and educational institutions.

Advancement to Active Membership: Upon completion of training and after presenting an appropriate application and supporting materials, a Candidate Member, upon approval of the Board of Directors shall be advanced to Active Membership in the Society and shall become subject to all of rights, duties, privileges and obligations of Active Membership.

 

Section 6. Associates Membership.

Qualifications: Associates as a category of membership shall be reserved for members of allied health professionals including scientists at the doctorate level conducting research, perfusionists, practice administrators, data managers, technicians, social workers and students (medical, dental, pharmacy) who wish to demonstrate their support and dedication to the AAMS mission. The Board of Directors must approve all Associate Members.

Application: An application form for membership as Associate shall be furnished by AAMS along with a citation from the Bylaws setting forth the Mission Statement of AAMS and eligibility requirements. The completed application for Associate Membership shall be reviewed by the Board of Directors. Acceptance of an applicant into Associate Membership shall require the favorable vote of a majority of the Board of Directors. Every newly elected Associate Member shall be notified with an official letter of membership bearing the seal of the organization and the signatures of the President and the Executive Director/Secretary.

Rights and Duties: Associates shall possess all the rights, duties, privileges and obligations of Active Members; however, Associate Members shall not be eligible for election to the Steering Committee nor shall they hold office or have voting privileges. Associate Members shall be subject to the same dues or assessments of Active Members but additional underwriting contributions to AAMS will be most welcome and shall receive public recognition at meetings and announcements of AAMS.

An applicant for Associate Membership must possess professional values as determined, in part, on the basis of reports from members consulted as references, reports from other references and other information.

 

Section 7. Benefactor Members.

Qualifications: Benefactors as a category of membership shall be reserved for organizations, institutions, industry entities, and such other entities, that wish to demonstrate their support and dedication to the AAMS mission by underwriting its mission at a financial level determined to be $5,000 (USD) or greater by the Board of Directors. The Board of Directors must approve all Benefactor memberships. 

Application: An application form for Benefactor shall be furnished by AAMS along with a citation from the Bylaws setting forth the Mission Statement of AAMS and eligibility requirements. The completed application for Benefactor shall be reviewed by the Board of Directors. Acceptance of an applicant into Benefactor membership shall require the favorable vote of a majority of the Board of Directors.

Every newly elected Benefactor shall be notified with an official letter of membership bearing the seal of the organization and the signature of the President.

Rights and Duties: Benefactors shall have the privilege of receiving public acknowledgement of their sponsorship at general membership meetings, shall have access to the email address list of AAMS members and its publications. Benefactors will not be eligible for election to the Board of Directors or Steering Committee unless it is resolved by the Board of Directors, they shall not be voting members, nor shall they hold office.

 

Section 8. Inactive Status.

Inactive status may be granted to any Member prior to eligibility for Senior Membership only for reason of incapacity by disability or retirement from employment in the field of medicine prior to reaching full retirement. An Active Member who believes that he or she qualifies for inactive status must submit, in writing, a request for change in status to the Executive Director for consideration and recommendation to the Board of Directors, which will have final authority for action. If the reason for disability no longer exists, or if the inactive member is again employed in the field of medicine, the member, upon appropriate Board of Directors action, may be restored to the appropriate category of Member status. An Active Member who has been granted inactive status will not have the right to vote, nor be eligible for election to office or to the Board of Directors, for the duration of his or her inactive status. Members who have been granted inactive status may apply for Senior Membership upon reaching full retirement.

 

Section 9. Resignation.

Any Member may resign from AAMS if all dues, assessments or other financial obligations are paid in full, and a formal written resignation request has been submitted to and acknowledged by the Board of Directors. Resignation will become effective immediately upon acknowledgment by the  Board of Directors provided that the resigning member has no outstanding membership dues. Annual dues will not be refunded.

 

Section 10. Suspension, Termination and Reinstatement of Membership.

FAILURE TO PAY DUES

The membership of any member shall lapse if he or she fails to pay any dues, assessments or other financial obligations within one year after notice thereof, or breach of the Code of Conduct (see Article V, Section 11). No membership shall be considered to have lapsed without prior action of the Board of Directors. For health or other justifiable reasons, when considered appropriate by the Board of Directors, a member may be excused from this requirement. The Executive Director/Secretary shall notify the member of pending lapse of membership by registered or certified letter directed to his or her address as shown in the records of the Society and containing this section of the Bylaws. Any member whose membership has been suspended may be reinstated upon payment of his or her arrears since suspension and or termination of membership and with the approval of the Board of Directors.

 

Section 11. Code of Conduct.

Members of all categories of AAMS shall demonstrate professionalism within the organization as well as in their work or study institutions in accordance with their highest standards of profession and conduct. They should promote harmony, mutual respect and be team players with all members of the Society.

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ARTICLE VI – Meetings of Members

 

Section 1. Regular Meetings

Every two (2) years a business meeting of the members of the Society shall be held at such time and place as the Board of Directors may determine, for the purpose of electing directors and officers, and for the transaction of such other business as may come before the meeting. There will be at least one (1) regular meeting every two years. Only voting members in good standing of the Albanian American Medical Society, Inc. may vote during the Business Meeting.

 

Section 2. Special Meetings.

Special meetings of the members may be called by the President, by the Board of Directors, or by not less than ten percent (10%) of the members having voting rights; provided, however, that

any special meeting of the members called for the purpose of acting on an amendment to these Bylaws must be approved by the Board of Directors.

 

Section 3. Voting.

At all meetings of the members, only Active Members of the Corporation, as defined in ARTICLE V, shall be entitled to one vote. Votes may be cast in person or by written authorized proxy.

 

Section 4. Proxy. Each proxy must be executed in writing by the member of the organization.

Section 5. Quorum

Ten percent (10%) of the members entitled to vote shall constitute a quorum at any membership meeting.

 

ARTICLE VII– Directors

 

Section 1. Composition.

The Board of Directors of the corporation shall be comprised of the President, two (2) Co-chairmen, the Honorary Chairman and the Executive Director/Secretary. The Executive Director/Secretary will exercise and manage the affairs and business of the Corporation. All of the Directors shall be Active members in good standing. Legal residency status in the USA, Canada or Puerto Rico and the holding of a full active medical license in one of the States of the USA are mandatory criteria for election to the Board of Directors or Steering Committee.

 

Section 2. Terms of Office. The terms of office for the President shall be two (2) years and for a maximum of two consecutive terms.

 

Section 3. Duties.

The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such Directors shall in all cases act as a Board, regularly convened, by majority vote, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Society as they may deem proper, consistent with these By Laws and the laws of the United States and any applicable local laws.

 

Section 4. Directors' Meetings.

Regular meetings of the Board of Directors should be held biannually and at such other times as the Board of Directors may determine, by meeting face to face or via conference calls. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by the President or the Executive Director/Secretary upon the written request of a majority of the Directors.

 

Section 5. Notice of Meetings.

Notice of meetings other than the regular biannual meetings, shall be given by service upon each Director in person, by telephone call or by mail to her/him, including electronic mail, to last known e-mail or post office address - at least seven days for teleconferences and three months for in-person meetings –before the date therein designated for such meeting including the day of mailing, of a written or printed notice thereof specifying the time and place of such meeting, and the business to be brought before the meeting, and no business other than that specified in such notice shall be transacted at any special meeting. At any meeting in which every member of the Board of Directors shall be present, although held without notice, any business may be transacted as if the meeting had been duly called, with consent of all Directors.

 

Section 6. Voting.

At all meetings of the Board of Directors, each Director is to have one vote. The act of a majority of the Directors present at a meeting shall be the act of the Board of Directors. The President shall be voted in by the active members. The newly elected President has the sole right to select the members for the new group of Board of Directors.

 

Section 7. Vacancies.

Vacancies in the Board of Directors occurring in-between two (2) years shall be filled at the discretion and majority vote of the remaining members of the Board of Directors and is to be filled for the un-expired portion of the term.

 

Section 8. Quorum.

At any meeting of the Board of Directors, a majority of the Board shall constitute a quorum for the transaction of business, but in the event of a quorum not being present, a lesser number may adjourn the meeting and choose to reconvene at some future time.

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ARTICLE VIII – Officers & Designated Roles

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Section 1. Officers.

The officers of the Albanian American Medical Society, Inc. shall be members of the Board of Directors and Steering Committee which both shall comprise the Governing Body of the Society. All officers must be Active Members in good standing of the organization. The President, Honorary Chairman, two (2) Co-chairmen and Executive Director/Secretary shall also serve as Directors.

 

Section 2. Terms and Conditions of Office. 

The terms of office for President, Honorary Chairman, two (2) Co-chairman, and Executive Director shall be two (2) years. The President will be elected by a majority vote of the voting membership. The Honorary Chairman shall continue to serve permanent terms; if he/she voluntarily resigned or deceased, the title will be advanced to a Life-Long Honorary Membership category. The Historian, Newsletter Editor, and Website Editor shall be appointed by the Board of Directors and serve two (2) year terms.  The office of the president will be limited to a maximum total of two consecutive terms consisting of two (2) years per term.

 

Section 3. Duties of the President.

The President shall be the Chief Executive Officer of the Albanian American Medical Society, Inc. and shall preside at each meeting. The President is the Chairman of the Governing Body and shall appoint members to any standing committees that are created as deemed necessary, with the approval of the Board of Directors. The President shall be an ex-officio member of all committees but shall not have veto power.

 

Section 4. Duties of the Co-Chairman.

The two (2) Co-chairmen shall assist the President as requested and in the event the latter is absent or incapable of acting, the oldest in calendar age shall assume the duties of the President.

 

Section 5. Duties of the Executive Director.

The Executive Director/Secretary or designee shall supervise the maintenance of current files, including the membership database, and financial records/accounts of AAMS. The Executive Director/Secretary will work closely with delegated members such as the Treasurer who will report directly to the Executive Director, who in turn will report to the Board of Directors. The Executive Director/Secretary, or designee, shall ensure that minutes are recorded at the business meetings. The Executive Director/Secretary shall advise the Board of Directors concerning billings, collections and management of all funds. The Executive Director/Secretary, or designee, will present a Financial and Membership Report to the membership at the two year meeting and for audit by an independent public accountant at intervals as deemed necessary by the Board of Directors.

In the event the Executive Director/Secretary shall be unable to carry out the functions of his/her office, the President may assume these duties or, with a majority vote of the Board of Directors, appoint a replacement who will maintain the office until the next regularly scheduled election.

 

Section 6. Duties of the Historian.

The Historian shall be responsible for establishing and maintaining the Archives of AAMS. In the event the Historian shall be unable to carry out the functions of her/his office, the President may assume these duties or ask the Board of Directors to appoint a replacement who will maintain the office until the next regularly scheduled election.

 

Section 7. Duties of the Newsletter Editor.

The Newsletter Editor shall be responsible for the preparation of the Albanian American Medical Society, Inc. newsletters, editing any materials submitted for publication and for serving as Chair of the Newsletter Committee. There will be a minimum of two (2) newsletters, and a maximum of four (4) newsletters, each year the newsletter will be distributed to the Members, corporate partners, potential members and other individuals as recommended by the Board of Directors. The Newsletter Editor will work with the sponsor/s to publish and distribute the newsletter.

In the event the Newsletter Editor shall be unable to carry out the functions of her/his office, the President may assume these duties or ask the Board of Directors to appoint a replacement, who will maintain the office until the next regular election.

 

Section 8. Duties of the Website Editor.

The Website Editor shall be responsible for the AAMS web site, current Web address being www.albamedsociety.org. The Website Editor will be the Chairman of the Internet Committee and will represent AAMS at the meetings pertaining to the Internet.

In the event the Website Editor shall be unable to carry out the functions of his/her office, the President may assume these duties or ask the Board of Directors to appoint a replacement, who will maintain the office until the next regular election.

 

Section 9. Nomination and Election of Officers and Directors.

A solicitation for nominations will be circulated at least 30 days before an election. The vote for election of President shall take place at a general membership meeting identified by the Board of Directors. The President will solicit recommendations and an independent election committee will confirm the eligibility of the candidates based on the by laws of the Society.   Announcement of the new Officers will be published in the Society newsletter.

At elections, for which there is to be a three-month advance notice, active members shall be eligible to vote, in anonymity, and the process is to be managed by an independent election committee, which will consist of Active members. The voting process is to be completed three months prior to the end of the completion of current mandate’s term. In order for voting files to be accessed and opened for review there must be a unanimous vote of the Board of Directors at that time pending a formal written request and petition.

 

ARTICLE IX – Committees

 

Section 1. Standing Committees.

The standing committees of Albanian American Medical Society, Inc. shall be:

a.) Board of Directors and b) Steering Committee which together shall compose the Governing Body.

 

Section 2. Board of Directors.

The Board of Directors shall consist of the President, two (2) Co-chairmen, Honorary Chairman and the Executive Director (see ARTICLE VII &VIII).

 

Section3. Steering Committee.

The Steering Committee shall be composed by index active members of the society, up to ten (10) in numbers who will serve as supporting structure in the management of the Society The President shall serve as Chair of the Governing Body. The Board of Directors will meet prior to each two (2) year meeting of the Albanian American Medical Society, Inc. These meetings may be virtual, via conference call, or face-to-face. Additional meetings may be called at the discretion of the President.

 

Section 3a. New Committees.

The Board of Directors, when deemed necessary, may establish new standing or ad-hoc committees. At least one (1) member of the Board of Directors shall service on any new standing or ad-hoc committee.

 

ARTICLE X – Indemnity

 

The Albanian American Medical Society, Inc. indemnifies its officers for costs and expenses incurred based on claims arising out of their activities on behalf of the Corporation. This indemnity does not apply to actions determined to be criminal, contrary to the interests of the group or undertaken against those interests for personal excess as determined by the

Governing Body.

 

ARTICLE XI – Seal

 

The corporate seal shall have the name of the Corporation inscribed thereon, and may be a facsimile, engraved, printed or an impression seal.

 

ARTICLE XII – Rules of Order

 

Section 1.

Any question of order not provided by these By Laws shall be determined by parliamentary usage as contained in Robert’s Rules of Order.

 

Section 2. No financial benefit shall be afforded to members of the Corporation except for compensation of approved out-of-pocket expenses incurred on behalf of the Corporation and for services rendered to it. The assets of the Corporation, in the event of its dissolution will be disposed of to a tax-exempt entity upon dissolution.

 

ARTICLE XIII – Amendments

 

Section 1.

A proposed amendment to the By Laws shall be presented to the Board of Directors prior to calling for a vote. Distribution of these changes and the voting process may be completed via e-mail, fax, or regular mail as long as every effort is made to ensure distribution to all Members in good standing. Any Active Member in good standing can make a formal written request to the Board of Directors with their suggestions for review and presentation to the President within a time period of thirty calendar days.

 

Section 2.

Adoption of the proposed amendments must be approved by the Board of Directors.

 

ARTICLE XIV – Incorporators

 

Section 1. In witness whereof, we, the undersigned, have hereunto subscribed our names for the purpose of forming the Society under the laws of the State of Massachusetts and certify we executed these Articles of Organization on September 4, 2008 and amended on March 9th, 2011 and January 8, 2012 and December 27, 2013.