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:
1.To monitor and
provide and improve the quality of health care through Ayurveda in North
American and throughout the world.
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.
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
ARTICLE III – MEMBERSHIP
Section 1 – Categories of
There shall be eight (8) classes of membership:
Founder. Those Ayurvedic
practitioners who have contributed their efforts, physically,
financially or otherwise, in creating the Academy.
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.
Trained in Ayurveda from bonafied institutions in the United
States of America, Canada or Europe.
Professionals who have advanced degrees beyond bachelor level and
are involved in Ayurveda training, research or clinical care including
MD’s and PhD scientists.
Fully trained Ayurvedic practitioners outside the US and Canada
involved in clinical are or teaching or research.
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.
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.
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.
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
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
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
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
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
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
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
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
Section 6 – Duties of Board of
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
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
Section 2 – Resignation
A member may resign at any time and no dues or fees paid shall be
ARTICLE VIII –
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
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 –
Section 1 – Right of
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
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:
The Academy shall not engage in any act of self-dealing as
defined in Section 4941(d) of the Code.
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.
The Academy shall not retain any excess business holdings as
defined in Section 4943(c) of the Code.
The Academy shall not make any investments in such manner as to
subject it to tax under Sections 4944 of the Code.
The Academy shall not make any taxable expenditures as defined in
Section 4945(d) of the Code.
ARTICLE XIII – FISCAL
The fiscal year of the corporation shall be January 1 to December
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