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BYLAWS
ARTICLE I
NAME
The name of the organization is Thai Physicians Association of America.
ARTICLE II
INCORPORATION
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The Thai Physicians Association of America was incorporated under the laws |
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of the State of New York |
in 1978. |
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The period of the incorporation is perpetual. |
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The management of the affairs and funds of the corporation shall be vested in |
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the Board of Directors as the bylaws provide. |
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In the event of the dissolution of the corporation all of its remaining assets shall |
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be distributed exclusively for charitable, scientific, or educational purposes in |
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Thailand. |
ARTICLE III
OBJECTIVES
The objectives for which the corporation is formed and its general purposed are:
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To promote the advancement of medical and scientific knowledge.
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To advance and maintain the highest possible medical standards and ethics.
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To foster measures and conduct activities directed towards the sustenance and |
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advancement of health care delivery and education in Thailand.
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To establish and promote liaison and cooperation between and with related |
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organizations in Thailand, the United States, and other countries.
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To maintain close association and fraternity among its members.
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To render to members any assistance deemed appropriate and feasible by the Board |
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of Directors.
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ARTICLE IV
MEMBERSHIP
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Members: |
Members of the Association shall be graduates of medical schools in |
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Thailand or other medical schools acceptable to the Association. |
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Regular members: A fee of $50.00 (Fifty dollars) to be paid annually on January |
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1 of each year. |
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Life-time members: A one time fee of $500.00 (Five hundred dollars) shall |
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provide a life-time membership in the Association. |
| Section 2: |
Founding Members: Those members who have initiated the Association and |
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contributed to its formation shall be designated "Founding Members". |
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Honorary Members: The Board of Directors may elect as "Honorary Members" | individuals
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a) who have rendered distinguished humanitarian services especially in the field of |
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health care, or
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b) who have supported and furthered the causes of the Association.
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The Honorary Members shall not be required to pay fees or dues but shall enjoy all |
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the privileges of the Members except that they shall not have the right to vote or |
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to hold office. The number of living Honorary Members shall not exceed fifty (50) |
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at any time, and not more than ten (10) of whom may qualify under (b). |
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Associate Member: Medical students, residents in training and children of |
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members who attain the age of 18 may become Associate members by |
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recommendations of Associate Member Council. They shall not be required to |
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pay fees or dues but shall |
enjoy all the privileges of the Members except that |
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they shall not have the right to vote or to hold office. |
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Courtesy Members: The Board of Directors shall elect the spouse of a deceased |
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member as a Courtesy Member. He/She shall not be required to pay fees or |
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dues but shall enjoy all the privileges of the Members except that he/she shall not |
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have the right to vote or to hold office. |
| Section 6: |
Termination of Membership: The Board of Directors shall have the power to |
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terminate membership in any category for any cause which in their judgment shall |
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be deemed sufficient. This may occur only after the Member involved had been |
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notified in writing of the charges preferred against him and given an opportunity |
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for a hearing. He shall have the option to appeal the decision of the Board of |
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Directors at the regular or special meeting of the Members. The membership body |
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shall be notified of the charges, preferred in writing, not less than thirty (30) days |
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in advance of the meeting. |
ARTICLE V
BOARD OF DIRECTORS
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Membership: The Board of Directors shall consist of twenty-our (24) |
Members, twenty-one (21) of whom shall be elected by Members. The President, | Vice-President and President-Elect of the Association shall be members of the |
Board of Directors. |
- Section 2:Election:
At each annual meeting, seven (7) Directors shall be elected to the Board of Directors for a three-year term, to replace members of the Board of Directors who have completed their term. The votes may be cast either: [1]
at the annual general meeting with a deadline of noon the day before the meeting. Or [2] by pre-arranged mail ballot with a deadline of two weeks before the meeting. The first through the seventh highest vote receivers shall comprise the new members of the Board Directors. If newly elected President is a member of the Board of Directors, his position on the Board shall be automatically forfeited and be filled by the candidate with the eighth highest vote.
| In the event of a tie vote, members present at the annual meeting shall vote to untie. These new electees shall begin their term of duty on January 1 of the following year after being elected. The President shall nominate one (1) Chairman and one (1) Vice Chairman from the Board of Directors to be approved by the majority of the Board of Directors. The Chairman shall preside at all meeting of the Board of Directors. In the absence of or inability to act of the Chairman, the Vice-Chairman shall preside. The presiding Person shall vote in the Board of Directors meetings only in the event of a tie.
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Vacancies: Vacancies in the Board of Directors shall be filled by election at the |
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annual meeting following the occurrence of the vacancy. Any members |
elected to |
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fill a vacancy shall hold the office until the expiration of the original term in which |
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the vacancy occurred. |
Section 4: Duty: The Board of directors shall have the following functions:
1) To manage and transact all of the business affairs of the Association.
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2) To manage, conserve and exercise full and complete control over the funds and |
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property interests of the Association. |
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3) To fix the amount of annual dues as well as other appropriate fees. |
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4) Each Board member shall attend not less than one (1) meeting of the Board of |
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Directors in each twelve (12) month period. Failure to attend at least one (1) |
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such meeting during any eighteen (18) consecutive months shall be construed |
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as the resignation of the office. |
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To oversee the Officers and the individual members of the Board of Directors in the performance of their duties as prescribed in the bylaws. The Board of Directors, by the majority vote of sixteen (16) at any regular or special meeting, shall have the authority to suspend for forty-five (45) days any officer |
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6) or members who fails to properly perform such duties. Upon such suspension, |
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it shall be mandatory that the Board of Directors call a special meeting of the |
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Members not less than thirty (30) days or more than 45 days after the date on |
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which the suspension become effective in order to remove from or re-instate to |
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office the individual involved. Notification of the grounds of suspension and |
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the time and place of the meeting shall be sent by mail by the Secretary of the |
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Association to each Member at the address shown on the records of the |
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Association not less than thirty (30) days before the meeting. A two-third |
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majority vote of the Members present at the meeting shall be necessary to |
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effect the removal from the office and in the absence of this two-thirds majority |
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the officer or Board of Director shall be re-instated. |
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6) Member of the Board of Directors shall have the right to appoint a member as a |
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representative to participate and vote in the matters that come before the |
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Board of Directors by a formed proxy or by notifying the Chairman at least |
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twenty-four (24) hours prior to the meeting. |
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Meeting: The Board of Directors shall convene not less than three (3) times a |
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year. The annual meeting |
of the Board of Directors shall be held in conjunction |
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with the annual meeting of the Association at the time and place designated by the |
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Board of Directors. Special meetings may be called at any time by the Chairman |
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of the Board and shall be called by him within seven (7) days of the receipt of a |
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request signed by not less than twelve (12) members of the Board of Directors. |
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Should the Chairman of the Board of Directors fail to call the meeting, the Board |
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of Directors, members who have |
requested it shall direct the Secretary of the |
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Association to call such meeting. Not less than thirty (30) days notice of the time |
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and place of any regular or special meeting shall be given by the Secretary of the |
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Association by mail addressed to each member of the Board of Directors at his/her |
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address as shown on the record of the Association. |
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Quorum: Eight (8) member of the Board of Directors shall constitute a quorum |
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for the transaction of business at any meeting of the Board of Directors. |
ARTICLE VI
OFFICERS
Section 1: The officers of the Association shall consist of the President, President-elect,
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Vice-President, Treasurer and Secretary. |
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Election: At each annual meeting of the Association the President-Elect shall be |
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elected by |
the members. The votes may be cast at the meeting or by pre-arranged |
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mail ballots. In the event of a tie vote, members present at the annual meeting will |
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vote to untie. The President-Elect shall become the President of the Association |
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after the term of the current President expire on December 31, of that year. |
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President: He/She shall preside at all meetings of the Association. The President |
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shall manage, transact and conserve the funds and property interest of the |
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Association subject to the approval of the Board of Directors. The President shall |
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perform such other duties as may be assigned by the Board of Directors. The |
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President shall appoint the Vice-President, Secretary, and Treasurer from the |
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members to be approved by the majority of the Board of Directors as the Officers |
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of the Association. |
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Vice-President: The Vice-President shall in the absence of or inability to act of |
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the President, preside at all meeting of the Association and perform the duties and |
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exercise the powers of the President. He/She shall succeed to the office of |
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President when such office becomes vacant before the expiration of the term. The |
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Vice-President shall also perform such other duties as may be assigned by the |
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President. |
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Treasurer: The Treasurer shall administer the funds of the Association under the |
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supervision of the Finance Committee and shall regularly report to the Finance |
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Committee and Board of Directors. In the absence or inability to act of the |
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Treasurer, |
his/her duty shall be performed by such person and in such manner as |
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the Finance Committee may direct. He/She shall prepare a financial statement of |
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the Association, compile by a certified public accountant and report to the Board |
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of Directors at the first Board of Directors meeting with the new President. |
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Treasurer shall send notification for membership renewal, collect dues, and keep |
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records of |
membership for reference. |
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Secretary: The Secretary shall keep the minutes of the Association and the |
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Board of Directors meetings, give notices in accordance with the provisions of the |
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law and the bylaws, keep records of the Association and perform such other duties |
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as may be assigned by the President. |
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ARTICLE VII
STANDING COMMITTEES AND COUNCILS
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Advisory Council: The Advisory Council of the Board of Directors shall consist |
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of all the past Presidents of the Association. The Council members shall be able to |
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attend all Board of Directors meetings and shall advise the Board of Directors on |
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all matters. |
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Finance Committee: The President shall appoint three (3) members of the |
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Association, one (1) of whom shall be the Chairman, to serve on the Finance |
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Committee until their respective successors are elected and have qualified. The |
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Treasurer of the Association shall be an ex-officio member of this committee. The |
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Finance Committee shall supervise and direct the financial affairs of the |
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Association under the Board of Directors. It shall designate the depositories in |
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which the moneys and securities shall be deposited. It shall report at least once |
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yearly to the Board of Directors and Members the financial condition of the |
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Association. |
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Committee on Nominations: The President shall appoint five (5) members of |
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the Association, one (1) of whom as the Chairman, to serve on the Committee on |
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Nominations until their respective successors are elected and have qualified. The |
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Committee shall search and conduct the nomination and election of the President- |
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Elect and Board of Directors as prescribed in the Bylaws to be approved by the |
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Board of Directors and voted upon at the annual meeting. |
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Bylaws Committee: The President shall appoint five (5) members of the |
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Association, one (1) of whom shall be the Chairman. The Bylaws Committee shall |
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review and prepare suggested amendments to the Bylaws as deem necessary under |
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the supervision and direction of the Board of Directors. |
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Publication Committee: The President shall appoint five (5) members of the |
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Association, one (1) of whom shall be the Chairman who shall function as Chief- |
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Editor. The Committee shall function under the supervision of the Board of |
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Directors to publish the newsletter, periodical, and other publications when |
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appropriate. |
Section 6: Educational Council: Objectives:
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1) To promote the advancement of medical and scientific knowledge. |
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2) To conduct activities toward advancement of healthcare delivery and education |
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in Thailand and promote cooperation between organizations in Thailand, the |
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United State, and other countries. |
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3) To facilitate and provide help to health professions graduates both in Thailand |
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and United States to enter the training programs at the approved institutions. |
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4) To conduct Continuing Medical Education at the annual meeting of the |
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Association. |
The President shall appoint five to seven (5-7) members of the Association, one of whom shall be the Chairman, for the term of three (3) years. The Council shall function under the supervision of the Board of Directors and shall receive an annual budget allocated by the Board. The budget may be amended from time to time by the Board of Directors.
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The Council shall direct its own fund- raising activities. The Chairman shall |
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appoint one member to be responsible for the activity. The fund raised shall |
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comprise the "Educational Trust Fund". The Council shall manage and direct the |
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fund under the supervision of the Board of Directors to fulfill objectives of the |
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Council. The Chairman shall submit reports of Council activities and financial |
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status of the Educational Trust Fund to the Board of Directors and Members at the |
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Annual Meeting. |
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Associate Members Council: The President shall appoint three (3) members of |
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the Association, one (1) of whom shall be the Chairman. The Council is to recruit |
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and encourage the Associate Members to participate in the activities of the |
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Association. |
Section 8: Medical Mission Committee:
Objectives: To promote and conduct activities towards medical missions in
Thailand and other countries.
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The President shall appoint a committee of five to seven (5-7) members of the Association. The President shall be the chairperson of the committee. |
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The council shall direct its own fund-raising activities. The Chairperson shall appoint one member to be responsible for fund-raising activities. The funds raised shall comprise the "TPAA Meidcal Mission Trust Fund." The committee shall manage and direct the funds under the supervision of the Board of Directors to fulfill the objectives of the committee. |
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The Chairperson shall submit reports of committee activities and financial statements of the TPAA Medical Mission Trust Fund to the Board of Directors and its members at the annual meeting. |
ARTICLE VIII
REGIONAL CHAPTER
To encourage participation of Members at the local level, the Association by approval of the Board of Directors and Members has adopted creation of four regional Chapters and a fifth Thailand Chapter. Boundaries of the U.S. regional chapters shall adopt the same boundaries as the U.S. geographic division.
The individual TPAA Chapters are:
(1) North-Eastern Chapter.
(2) Mid-Western Chapter.
(3) Southern Chapter.
(4) Western Chapter.
(5) Thailand Chapter
The management of the affairs and funds of each regional Chapter shall be conducted by its Chairman and its governing body.
Regional Chapter Chairman shall be elected by its local members and approved by the Board of Directors. The function of the chairman of each Chapter throughout the United State and Thailand is to promote the local activities for the members. The Chairman shall appoint the officers which consist of the Secretary and the Treasurer. Chapters shall operate according to TPAA's objectives and by-laws.
Allocation of membership due in the amount of $10.00 (ten dollars) to regional chapter for each paid annual membership and $50.00 (fifty dollars) for each new life membership from the region. The Chairman of the Regional Chapter has the right to participate and vote in the meeting of the Board of Directors. The Chairman shall submit the report of activities and financial status of each Chapter to the Board of Directors and Members by March of the following year.
ARTICLE IX
MEETINGS
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Regular and Special Meetings: There shall be not less than one (1) regular |
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meeting yearly to be held |
in conjunction with the educational section of the |
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annual meeting. Special meetings may be called at any time by the President upon |
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request signed by not less than fifty (50) members. Not less than thirty (30) days |
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notice of the time and place of regular and special meeting shall be given by the |
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Secretary of the Association by mail addressed to members at their addresses as |
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shown on the records of the Association. |
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Annual Meeting: The Association shall convene not less than once yearly at the |
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place and time designated by the President of the Association. The annual meeting |
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shall include (a) an educational session and (b) a regular meeting session. |
ARTICLE X
AMENDMENT OF BYLAWS
The bylaws may be amended by a majority vote of Members who may vote either in person at a duly convened regular or special meeting or vote by pre-arranged mail ballot. The proposition to amend the bylaws may be initiated by the Board of Directors or by Members with the approval of the Board of Directors. Copies of the proposed amendment of the bylaws shall be circulated by the Secretary of the Association by mail addressed to Members at their addresses as shown in the records of the Association not less than thirty (30) days before meeting.
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Bylaws Committee: |
Revised 9/99 ,Approved 6/00
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Panom Phoungcherdchoo, M.D. Chairperson
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Sompop Srisuwannukorn, M.D.
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Kajorndej Komutanon, M.D.
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Pirojna Jantra, M.D.
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Nakares Thepjatri, M.D. |
Note: The underlined sections in articles VII, VIII and the deletion of Section 6 in article II are the addendum and amendment to the Bylaws which were approved at the 1999 Board of Directors in Michigan during the annual Midwest Chapter meeting. These changes were approved by the members at the general meeting in Chiengmai, Thailand on June24,2000.
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