ARTICLE  I - NAME

             The name of the organization shall be American Academy of Ayurvedic Medicine (the “Academy” or “AAAM”).

ARTICLE  II – PURPOSES

             The Academy is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code).  The purpose of the Academy shall be:

 GOALS:

1.To monitor and provide and improve the quality of health care through Ayurveda in North American and throughout the world.

2.To develop and promote education for the undergraduate, graduate, public education in Ayurvedic medicine with the curriculum of such courses in undergraduate, graduate, and public education in Ayuvedic medicine to be approved by the appropriate educational authorities in India.

3.To promote and monitor, qualitative, basic clinical and health services and research in Ayurvedic products and services.

4.To develop clinical practice guidelines and quality of product development for practitioners, consumers and regulators.  

5.To conduct research and to publish or offer for publication the results of such research.   

6.To further the development of Ayurvedic Medicine as a recognized heath care discipline and to promote Ayurvedic Medicine, curricula and careers.   

7.To function as the local organization to implement the policies set out by the Government of India subject to the future approval of the Government of India.

            As a means of accomplishing the foregoing purposes, the Academy shall have the power to engage in any lawful act or activity necessary or appropriate to the attainment of those purposes; provided, however, that notwithstanding any provision of these Bylaws or any other provision of law, the Academy shall not have the power to carry on any activities which would cause it to fail to qualify, or to fail to continue to qualify, as (a) an organization exempt from Federal income tax under Section 501(c)(3) of the Code, or (b) an organization to which contributions are deductible under Sections 170, 2055 and 2522 of the Code.

 ARTICLE  III – MEMBERSHIP

 Section 1 – Categories of Membership

            There shall be eight (8) classes of membership:

1.         Founder.         Those Ayurvedic practitioners who have contributed their efforts, physically, financially or otherwise, in creating the Academy.

 2.         Active.                        Ayurvedic practitioners those have completed five and a half years of training in a recognized Ayurvedic college in Indian subcontinent, Europe or the United States of America.

 3.         Associate.       Trained in Ayurveda from bonafied institutions in the United States of America, Canada or Europe.

 4.         Affiliate.          Professionals who have advanced degrees beyond bachelor level and are involved in Ayurveda training, research or clinical care including MD’s and PhD scientists.

 5.         Corresponding Associate.     Fully trained Ayurvedic practitioners outside the US and Canada involved in clinical are or teaching or research.

 6.         Junior. Graduate of approved Ayurvedic College in Indian sub-continent or fully accredited college in North America or Europe.  Involved in Post Graduate Training or research.

 7.         Honorary.       Individuals who are so designated by the Board of Trustees based upon exceptional, meritorious contributions to the field of Ayurvedic Medicine with a national or international impact.

 8.         Senior.            Individual members may be so designated by the Board of Trustees if such member(s) have been a member of the Academy for at least five (5) years and are sixty-five (65) years old.

 9.         Other.             Individuals who are practicing, teaching or future graduates of Ayurvedic College of Europe and the United States of America, doing research in America, institutionally qualified graduates, faculty or University graduates, and persons staying or visiting the United States of America, Canada or Mexico which persons have the requisite qualifications.

Section 2 – Eligibility

(a) An individual shall be eligible for membership in the Academy who meets the criteria as reviewed by the Membership Committee and approved by the Executive Committee.

(b) Membership in the Academy shall become effective upon receipt of a properly completed application form and receipt of the specified dues and fees.

ARTICLE  IV – MEETINGS

Section 1 – Annual Meeting

            There shall be an annual meeting of the Membership of the Academy (the “Annual Meeting”) at a time and place designated by the Board of Trustees.  The Secretary of the Academy shall publish in a newsletter or send a notice of the Annual Meeting to members of the Academy by regular mail, posted not less than ten (10) days nor more than fifty (50) days prior to the proposed meeting.

Section 2 – Meetings of the Board of Trustees/Quorum/Notice

            The Board of Trustees of the Academy shall meet not less than once a year, at the time of the Annual Meeting of the Academy other meetings may be called by the President or upon the petition of six (6) members of the Board and shall take place subsequent to receipt of formal notice from the Secretary.  Meetings of the Board may be held in person or by telephone conference call.  The Board of Trustees may conduct business by mail between its meetings.  A majority of Board members then in office shall constitute a quorum.  The Executive Trustee shall give notice by telephone, facsimile or electronic mail with acknowledged receipt, telegraph, personal delivery, independent delivery service or regular mail (“Notice”) to the Trustees of the time, place and purpose of each meeting not less than twenty (20) days prior to such meeting.  The President, in consultation with the Executive Trustee, will determine the regular agenda for all Board meetings subject to approval of the Executive Committee.

Section 3 – Special Meetings

           Special meetings of the membership of the Academy may be called by the President or Board of Trustees at any time and may be called upon written request to the Board of Trustees by a quorum of the active members of the Academy.  Notice of such special meetings shall have been given to all members of the Academy not less than ten (10) days nor more than fifty (50) days prior to the time of the meeting.  Ten (10) percent of the membership of fifty (50) members, whichever is less, shall constitute a quorum for special meetings.

Section 4 – Rules of Procedur

            The order of business for the Annual Meeting and for all special meetings of the Membership of the Academy shall be designated by the Board of Trustees.  Where no order is so designated and when not otherwise expressly provided for in these Bylaws, the order of business and conduct of meetings shall be governed by Robert’s Rules of Order, Revised.

Section 5 – Action Without a Meeting

            Any action required or permitted to be taken at a meeting of the members, trustees or any committee of the trustees of the Academy may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members or trustees entitled to vote with respect to the subject matter thereof.  Where all the actions that would otherwise have been taken at the Annual Meeting of members or trustees are taken by written consent as provided herein, no such Annual Meeting need be held for such year.

Section 6 – Waiver of Notice 

            Whenever any notice is required by these Bylaws or by law to be given to any member or trustee of the Academy, a waiver thereof in writing signed by all persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.  Presence without objection also waives notice.

 ARTICLE  V – OFFICERS AND TRUSTEES

Section 1 – Election and Terms of Officers and Trustees

(a) The officers shall be a President, a First Vice-President, a Second Vice-President, Treasurer, and Secretary.  They shall serve terms of three (3) years.

(b) The Board of Trustees shall consist of the officers set forth in Article V, Section 1, the Special Trustees (as defined below), the Executive Trustee, and not more than fifteen (15) additional members, each of whom shall be elected by the members of the Board of Trustees serving at the time of such election in accordance with this Section 2.  The number of members needed to fill the vacancies on the Board shall be elected and/or re-elected each year for a normal term of three (3) years, except that members may be elected to fill unexpired terms when vacancies result in the middle of a term.

(c) Elections for full and unexpired terms shall be conducted at the meeting of the Board of Trustees scheduled at the time of the Annual Meeting, or by written consent in lieu of said annual meeting.  If conducted by written consent, a ballot, listing the name of the candidates, shall be mailed to each trustee.  No ballot shall be counted if postmarked later than fifteen (15) days after the date of mailing of the ballot to each trustee.  The person receiving the greatest number of votes for each office shall be elected.  The votes shall be tabulated by the Secretary and reported to the Board of Trustees.  The result of the election shall be announced at the Annual Meeting or by newsletter or other publication of the Academy.

(d) Upon the expiration of the term of the President, the President shall become a special trustee (the “Special Trustee”) for a term of three (3) years, with all of the rights and duties of the Board members.

(e) Terms of officers and trustees shall commence at the end of the Annual Meeting at which they were elected and shall continue until their successors are elected and take office, provided, however, in the case of any vacancy filled in the middle of a term, the individual elected shall take office upon election and shall complete the unexpired term.

(f) The Board shall appoint a Nominating Committee from among its membership which Committee shall recruit and interview officer candidates and shall recommend their election by ballot to each member of the Academy 30 days prior to the Annual Meeting.  Candidates having the most votes returned prior to the Annual Meeting will be elected.

Section 3 – Duties of the President

            The President shall be the chief elected officer of the Academy.  The President shall preside at all membership meetings and serve as Chair of the Board of Trustees.  The President shall preside over all meetings of the Board of Trustees and all meetings of the Executive Committee.  The President, in consultation with the Executive Trustee, will determine the regular agenda of all meetings of the Executive Committee, and of all meetings of the Board of Trustees, subject to the approval of the Executive Committee.  The President shall preside over the activities of the Academy, present a report at the Annual Meeting, appoint the chairs and members of committees as authorized by the Board of Trustees, appoint the Secretary from among the members of the Executive Committee and perform such other duties as are inherent in the office of President or as authorized by the Board of Trustees.

Section 4 – Duties of the Secretary

           The Secretary shall be historian of the Academy, shall keep or cause to be kept the minutes of meetings of the Academy, the Board of Trustees, and any committees of the Board and perform all other duties incident to the office of Secretary.

Section 5 – Duties of the Treasurer

             The Treasurer shall supervise the financial affairs of the Academy.  The Treasurer shall cause a complete record to be kept of all receipts and disbursements and shall make regular reports to the Board of Trustees and an annual report to the Academy.  Within ninety (90) days of the close of each fiscal year, the Treasurer shall cause an audit to be conducted by a certified public accountant designated by the Board of Trustees.  Audit statements shall be provided to each member of the Board of Trustees and shall be available to any voting member at the office of the Academy.

Section 6 – Duties of Board of Trustees

            In addition to the duties specified in these Bylaws, the Board of Trustees shall have the powers necessary generally to govern the affairs of the Academy, including, but not limited to, making policy decisions for the Academy, establishing rules and procedures for the Board of Trustees and the Academy, and approving, modifying or disapproving reports, resolutions, or actions of officers or committees of the Academy.  The Board of Trustees shall be responsible for long-term planning, policy decisions, and fiscal matters.

Section 7 – Vacancies

           Except as otherwise provided herein, a vacancy in any office on the Board of Trustees shall be filled by the affirmative vote of a majority of the then members of the Board, though less than a quorum.

Section 8 – Executive Trustee

            The Board of Trustees shall appoint and employ an Executive Trustee who shall conduct the daily affairs of the Academy under the direction of the Board of Trustees.  The Executive Trustee shall be an ex officio voting member of the Board of Trustees.  The Executive Trustee, or his or her designee, shall attend all committee meetings of the Board of Trustees, subject to the authority of the committees to meet, as appropriate, in executive session.  

            Funds of the Academy shall be deposited and disbursed by the Executive Trustee under the supervision of the President-Elect Designate/Treasurer and the Board of Trustees.  The Executive Trustee shall be bonded and shall keep appropriate records, and prepare and file all necessary reports, returns and filings, and prepare an operating budget and financial statements.  

            The Board of Trustees may authorize reasonable compensation for the Executive Trustee.

 ARTICLE  VI – BOARD COMMITTEES

Section 1 – Executive Committee

             The Executive Committee shall be comprised of six (6) voting members.  The six (6) voting members shall be the President, who shall serve as its Chair, the first Vice-President, the Second Vice-President, the Executive Trustee, the Treasurer and the Secretary.  The officers shall be elected by the Board of Trustees at the Board meeting held at the time of the Annual Meeting.  

            The Executive Committee shall have the power and duty to conduct the affairs of the Academy and to exercise the powers of the Board of Trustees when the Board is not in session.  Notwithstanding the preceding sentence, the Executive Committee shall not have the authority to amend, alter, or repeal the Articles of Incorporation of these Bylaws; to amend or repeal any resolution previously adopted by the Board; to adopt a plan of merger or consolidation with another corporation; to authorize a sale, lease, exchange, mortgage, pledge or other disposition of the property or assets of the Academy other than in the ordinary course of business; to authorize the voluntary dissolution of the Academy; to revoke voluntary dissolution proceedings; to adopt a plan for the distribution of the assets of the Academy; to approve the appointment of the Executive Trustee of the Academy; or to adopt an annual budget for the Academy.  

            In addition, the Executive Committee shall not have the authority to take any action with respect to the election or removal of officers or the filling of vacancies on the Board of Trustees.  The designation of the Executive Committee shall not operate to relieve the Board of Trustees of any responsibility imposed by law.  

            The Executive Committee will meet in person or by telephone conference call a minimum of four (4) times a year (including any meetings in conjunction with full Board of Trustee meetings).  The Executive Trustee shall give Notice of the Meetings consistent with the Notice required for Board meetings.    

Section 2 – Special Committees

            Special Committees shall be appointed and discharged by the President from time to time as authorized by the Board of Trustees.  Unless specifically provided otherwise by resolution of the Board of Trustees, Special Committees shall be advisory to and shall report to the Executive Committee their recommendations for action.  All committees shall operate under the Committee Protocols as established by the Executive Committee.  There shall be a Membership Committee established such as Education, Quality Improvement, etc.    

Section 3 – Audit Committee

           The Audit Committee shall consist of three (3) members and shall be selected by the Board of Trustees at the same time as the officers are nominated, and only current members of the Academy who are not serving as officers may so be nominated to serve on the Audit Committee.  The President shall appoint a Chair.  The responsibilities of the Audit Committee shall include advising the Executive Committee and the Board regarding the review of the annual audit statement of the Academy, and such other responsibilities as are designated by the President and consistent with the objectives of the Academy.

 ARTICLE  VII – DUES

Section 1 – Membership Fees

            Membership fees shall be determined from time to time by the Board of Trustees.

Section 2 – Resignation  

            A member may resign at any time and no dues or fees paid shall be refunded.

             ARTICLE  VIII – SUSPENSION, EXPULSION 
AND TERMINATION    

            Any member whose conduct is detrimental to the best interest of the Academy, or who violates the Bylaws, or any rules, or regulations or policies established by the Board of Trustees, may be suspended or expelled by action of the Board of Trustees without any refund of dues after the member has been afforded the opportunity for a hearing before the Board of Trustees under procedures adopted by the Board of Trustees.

               ARTICLE  IX – AMENDMENTS

            Amendment of these Bylaws will require a super majority vote of sixty-six percent (66%) of the members of the Board of Trustees.  Written notice of any proposed amendment to these

Bylaws shall be given to the Board not less than fourteen (14) days prior to the vote on such amendment.

            These Bylaws shall not be altered or amended in such manner as to permit any member, officer, agent, or employee of the Academy ever to receive compensation or any pecuniary profit from the operations of the Academy (except reasonable compensation or reimbursement of expenses incurred for services actually rendered to the Academy in effecting one or more of its purposes, and reasonable compensation for the Executive Trustee as authorized in these Bylaws) or to receive any part of the property or assets of the Academy upon its dissolution or termination, or otherwise, or to permit any substantial part of the activities of the Academy to consist of carrying on propaganda, or to engage in any political campaign for or against a candidate for public office.

ARTICLE  X – INDEMNIFICATION

Section 1 – Right of Indemnification:  Third-Party Actions

            The Academy shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative, arbitrative or investigative by reason of the fact that he or she is or was a trustee, officer, committee member or employee of the Academy, or is or was serving at the request of the Academy as trustee, officer, or employee of another corporation or other enterprise against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she (a) was not negligent or guilty of misconduct in the performance of his or her duty to the Academy; (b) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Academy; (c) with respect to any criminal action or proceedings, had no reasonable cause to believe his or her conduct was unlawful; and (d) in the case of amounts paid in settlement, that such settlement was reasonable and in or not opposed to the best interests of the Academy.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Academy, and, with respect to any criminal action or proceeding, that the person has reasonable cause to believe that his or her conduct was unlawful.  If, at any time, any provision contained in the laws of the New Jersey prohibits or limited indemnification in respect of any claim, action, suit or proceeding, except upon a determination of the extent thereof in the manner provided in such provision, indemnification shall be made only in accordance with such provision, and the provisions of this section shall be superseded with respect to transactions governed by such provision.

Section 3 – Expenses of Successful Defense  

            To the extent that trustee, officer, committee member or employee of the Academy has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Section 1 or 2 of this Article or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.    

Section 4 – Determination of Propriety of Indemnification

              Any indemnification under Section 1 or 2 of this Article (unless ordered by a court) shall be made by the Academy only as authorized in the specific case upon a determination that indemnification of the trustee, officer, committee member, or employee is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 1 or 2 of this Articles.  Such determination shall be made either (a) by the Board of Trustees by a majority vote of a quorum (as defined in these Bylaws) consisting of trusteess who were not parties to such action, suit or proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, and a quorum of disinterested trustees so directs, by independent legal counsel in a written opinion.  Notwithstanding the failure or refusal of the trustees or counsel to make provision therefore, such indemnification shall be made if a court of competent jurisdiction makes a determination that the trustee of officer has a right to indemnification hereunder in any specific case upon the application of such person, or if a court of competent jurisdiction determines that such person has satisfied the standards for indemnification specified in Sections 1 or 2.

Section 5 – Expenses During Action

            Expenses (including attorney’s fees) incurred in defending an action, whether civil, criminal, administrative, arbitrative or investigative, may be paid by the Academy in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Trustees in the specific case upon receipt of an undertaking by or on behalf of the trustee, officer, committee member or employee to repay such amount unless it shall be determined ultimately that he or she is entitled to be indemnified by the Academy.

Section 6 – Issuance  

            The Academy, with the approval of the Board of Trustees, may purchase and maintain insurance on behalf of any person who is or was a trustee, officer, committee member, employee or agent of the Academy against any liability asserted against him or her or the Academy and incurred by him or her or the Academy in any such capacity, or arising out of his or her status as such, whether or not the Academy would have the power to indemnify him or her against such liability under the provisions of this Articles.

Section 7 – Advice of Counsel  

            Neither the Academy nor its trustees or officers nor any person acting on its behalf shall be liable to anyone for any determination as to the existence or absence of conduct which provide a basis for making or refusing to make any payment under this Article or for taking or omitting to take any other actions under this Article, if such action or omission is made in reliance upon the advice of counsel.    

Section 8 – References Included  

            Each reference herein to trustees, officers, committee members or employees shall be deemed to include references to former trustees, officers, committee members or employees and their respective heirs, executors, and administrators.  The indemnification hereby provided shall not be exclusive of any other rights to which any person may be entitled, including any right under policies of insurance that may be purchased and maintained by the Academy or others, with respect to claims, issues, or matters in relation to which the Academy would not have the power to indemnify such person under the provisions of this Article.    

Section 9 – Definitions   

            For the purposes of this Article, references to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to serving at the request of the Academy shall include any services as a trustee, officer, or employee of the Academy which imposes duties on, or involves services by, such trustee, officer or employee with respect to an employee benefit plan, its participants, or beneficiaries and a person who acted in good faith and in a manner he or she reasonably believed to be in the interests of the participants of an employee benefit plan shall be deemed to have acted in a manner not opposed in the best interest of the Academy as referred to in the Article.

ARTICLE  XI – DISSOLUTION

             In the event of the liquidation, dissolution, or winding up of the affairs of the Academy, whether voluntary, involuntary, or by operation of law, the Board of Trustees shall, except as may be otherwise provided by law, transfer all of the assets of the Academy in such manner as the Trustees, in the exercise of discretion, may be a majority vote determine; provided, however, that all such distributions must be for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code.  All such distributions to organizations must be to one or more organizations (a) which are exempt from tax as organizations described in Section 501(c)(3) of the Code, and (b) contributions to which are deductible under the provisions of Sections 170, 2055 and 2522 of the Code.

ARTICLE  XII – ORGANIZATION AND OPERATION

             The Academy shall at all times be organized and operated so as to qualify as an organization that is not a private foundation, as defined in Section 509(a) of the Code.  If, however, at any time, the Academy shall be classified as a private foundation under United States internal revenue laws, then at such time or times the Academy shall be subject to the following restrictions:  

1.         The Academy shall not engage in any act of self-dealing as defined in Section 4941(d) of the Code.  

2.         The Academy shall distribute its income for each taxable year at such time and in such manner so as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code.  

3.         The Academy shall not retain any excess business holdings as defined in Section 4943(c) of the Code.  

4.         The Academy shall not make any investments in such manner as to subject it to tax under Sections 4944 of the Code.  

5.         The Academy shall not make any taxable expenditures as defined in Section 4945(d) of the Code.

ARTICLE  XIII – FISCAL YEAR

                 The fiscal year of the corporation shall be January 1 to December 31.