CODE OF REGULATIONS OF AMERICAN ASSOCIATION
OF PHYSICIANS OF INDIAN ORIGIN (AAPI) ARKANSAS,
INC. (AN ARKANSAS NONPROFIT CORPORATION)
The Arkansas Chapter of American Association of Physicians of Indian Origin (“AAPI
Arkansas†or the “Corporationâ€) is formed to address a need for cohesive action on the part of
physicians and medical scientists of Indian heritage residing in the State of Arkansas. AAPI
Arkansas was also formed to maintain the identity of this group of people, to provide a forum for
charitable, educational, cultural and scientific activities among the AAPI Arkansas's members.
The use of the word â€Indian†as used throughout this document is intended to refer to the Indian
subcontinent of Asia. The use of the word heritage†similarly, connotes ancestry.
The By Laws (as stated herein) are effected as of the date set forth below when executed by the
President and attested to by the Secretary.
AAPI ARKANSAS BY LAWS (Amended and Restated June 2017)
ARTICLE 1 – CODE OF REGULATIONS
These regulations (the “the By Lawsâ€) constitute the Code of Regulations adopted by the
Corporation for the regulation and management of its affairs.
The Corporation is a nonprofit Corporation as described in Section 4-33-101 of the Arkansas
Nonprofit Corporation Act of 1933 and section 501(c)(3) of the Internal Revenue Code. The
Corporation is not organized for the pecuniary profit of the Governing Body, Advisory
Committee or Members (General Body).
The Corporation shall not declare nor distribute a dividend, and no part of its net earnings shall
inure, directly or indirectly, to the benefit of any Governing Body Member, Advisory Committee
Member or General Body Member, but the Corporation shall be entitled to make payments as
required and any balance of money or assets remaining after the full payment of Corporate
obligations of all and any kind shall be solely devoted to the educational and benevolent
purposes of AAPI Arkansas.
ARTICLE 2 – PURPOSES
AAPI Arkansas is organized and shall be operated for the purposes set forth in the Corporation's
Articles of Incorporation. AAPI Arkansas is formed to provide a forum for the physicians,
dentists, physicians in training, medical scientists and medical students of Indian heritage and
ancestry belonging to the Indian subcontinent residing in the State of Arkansas for scientific,
educational, cultural and charitable purposes, and to advance mutual understanding and
cooperation among other medical organizations in the United States of America and India.
ARTICLE 3 – POWERS
Solely for the foregoing purposes, AAPI Arkansas shall have the powers set forth in the
Corporation's Articles of Incorporation.
ARTICLE 4 – MEMBERSHIP
Section I – General
A. Membership in AAPI Arkansas shall be open to all physicians, physicians in training,
medical scientists and medical students of Indian origin who maintain high moral, ethical and
professional standards and are committed to advancing the objectives of AAPI Arkansas, and
abiding to the By Laws.
B. Unless stated otherwise, the annual membership term runs from January 1 through
December 31 of each calendar year.
Section II – Categories of Membership
A. ACTIVE MEMBERS – Active members shall be those who have paid the dues
determined by the general body in a timely manner. Active members include physicians &
dentists in practice, medical scientists and physicians in training. The membership dues assessed
for all categories shall be determined by the Governing Body, but the dues assessed for
physicians in training shall be less than the dues for physicians in practice.
B. ASSOCIATE MEMBERS – Associate Members are students of medicine in the State of
Arkansas, who wish to promote the objectives of AAPI Arkansas. Student members shall not be
assessed any dues for membership, but will be assessed nominal charges as determined by the
Governing Body to attend events.
C. OTHER MEMBERS – The Governing Body may from time to time create other special
categories of membership.
Section III – Revocation
A. Membership may be revoked for any member for deliberate violation of the AAPI
Arkansas Articles of Incorporation or the By Laws.
B. Revocation proceedings shall be initiated by the President with approval from the
Governing Body.
C. The President shall, with the approval of the Governing Body, appoint a hearing
committee which shall conduct an investigation and then issue a recommendation to the
President and the Governing Body.
D. The Governing Body must vote to accept or reject the hearing committee’s
recommendation with at least a two-thirds majority.
Section IV – Impeachment
A. If any member to an elected or appointed office or position misuses their office or are
found guilty of misconduct or violate the objectives of the AAPI Arkansas Articles of
Incorporation or the By Laws, for personal gain or misappropriate the funds of AAPI Arkansas
or violate any state or federal law resulting in either civil conviction or a criminal offense and
conviction, he or she shall be open to immediate impeachment and removal or forfeiture of his or
her position. The Governing Body is authorized to immediately remove such person temporarily
from any position held within AAPI Arkansas, pending the final outcome of any proceeding.
B. An impeachment procedure may be initiated by a petition signed by at least one-fourth of
the members of the Governing Body .
C. After an impeachment procedure is initiated as provided in the By Laws, the Governing
Body shall appoint a hearing committee to investigate the allegation and recommend necessary
action to the Governing Body.
D. An impeachment can be effected only upon the affirmative vote of at least three-fourths
of the Governing Body.
ARTICLE 5 – ORGANIZATION OF THE CORPORATE BODY
Section I – Components of the Corporate Body
AAPI Arkansas shall be made up of all the current dues paying voting members (also known as
the “General Bodyâ€) and the Governing Body . The Board of Trustees shall consist of all of the
Past Presidents, from which an Advisory Committee would be constituted.
Section II – General Body
Subject to the Articles of Incorporation and the By Laws, the General Body retains the ultimate
authority of AAPI Arkansas.
A. The General Body shall consist of Voting Members as set forth in paragraph D of this
section.
B. All Voting Members shall be notified at least 30 days before each General Body meeting.
C. General Body meeting shall be open to all the voting members.
D. “Voting Members†of the General Body are herein defined as the active annual due
paying members who are in good standing within 10 calendar days of elections of the then
current calendar year.
E. At the Annual General Body Meeting, the Voting Members present and eligible to vote
may conduct the business of the General Body. If a Voting Member eligible to vote makes a
quorum call, the Presiding Officer shall decide if a quorum is present. (Twenty percent (20%) of
the voting members registered at the annual convention constitute a quorum for that meeting of
the General Body.) If, upon a quorum call, a quorum is not present as defined above, then the
Presiding Officer may entertain motions to recess, adjourn, or adjourn to reconvene at a later date
(i.e. fix the time to which to adjourn)
In addition, the Presiding Officer may arrange for a mail-in ballot (Postal or Electronic) to decide
specific and urgent issues scheduled for consideration at that meeting. A simple majority of the
returned ballots shall decide the issues, so long as not otherwise required by the Articles of
Incorporation or the laws governing such matters.
Once a quorum is established, the business of the meeting shall continue and all actions at the
meeting shall be binding, even if a quorum is not present at later times in the meeting.
At a General Body Meeting that is called for specifically by announcement to the general
membership with thirty (30) days prior notice, the Voting Members present at that meeting shall
constitute a quorum, but only for consideration and voting on specific issues that were so notified
as being on the agenda for that meeting, and so long as not otherwise required by the Articles of
Incorporation or the By Laws governing such matters.
Section III – Governing Body
The Governing Body is the main deliberative body of AAPI Arkansas for policy creation and
acts on behalf of the General Body. Only those members of the Governing Body who are also
Voting Members of the General Body may be eligible to vote at the Governing Body.
A. The President, President Elect, Vice Presidents, Secretary, Treasurer and Committee
Members are herein referred to collectively as the “Governing Bodyâ€. Only active Voting
Members of AAPI Arkansas may be voting members of the Governing Body.
B. Only active Voting Members of AAPI Arkansas within the membership of AAPI
Arkansas as described by Article 4 shall be eligible for nomination and election to these offices.
The nominees for President, President Elect, Vice Presidents, Secretary and Treasurer should be
existing or past committee members, who are/were actively involved in AAPI Arkansas as
demonstrated by attendance in at least 50%/75% of the Governing Body meetings.
C. Governing Body shall provide leadership and execute policies as approved by the
Governing Body and the General Body.
D. The Governing Body shall direct the policies of the association in accordance with the
provisions of the Articles of Incorporation and the By Laws. The Governing Body shall set the
membership dues for all categories of membership.
E. The Governing Body shall have the authority to act for and on behalf of AAPI Arkansas
in accordance with the policies set by the Governing Body, the Articles of Incorporation and the
By Laws.
F. Contracts, deeds, documents and instruments shall be executed by the President and
attested by Secretary, Treasurer or other designated official.
G. Checks, notes, drafts and demands for money shall be signed by the officer or officers
designated from time to time by the Governing Body. In the event no designation is made by the
Governing Body, checks, notes, drafts and demands for money may be signed by any two
officers.
H. The Governing Body shall meet not less than four (4) times per year in regular session.
One such meeting shall occur during the Annual Convention and such meeting constitutes the
Annual Meeting of the Governing Body.
I. Notice of every meeting of the Governing Body (excepting only the Annual Meeting for
which no notice shall be required) shall be sent by regular mail or email not less than seven
(7) or more than thirty (30) days prior to the meeting. All such notices shall be signed by the
Secretary and shall specify the place, date and time for the meeting.
J. A quorum for any meeting of the Governing Body shall consist of a simple majority of
the Governing Body members eligible to vote at such a meeting.
K. The term of the Governing Body members shall be one calendar year, from January 1st to
December 31st of the calendar year.
L. Special Meetings : The President may as he or she deems necessary or the Secretary
shall, upon the written request of at least 5 members of the Governing Body or 20% of the
Voting Members of the General Body issue a call for a special meeting of the Governing Body.
M. In addition, either the Governing Body or Advisory Committee may call a special
meeting of the General Body or the Governing Body.
N. Any member of the Governing Body who wishes to bring new business matters before
the Governing Body meeting shall submit this business in writing to the Secretary, at least 10
days prior to the meeting of the Governing Body, for consideration by the Governing Body as to
whether to include such new business on the agenda.
Section IV – Board of Trustees, Advisory Committee & Immediate Past President
The Board of Trustees shall consist of all Past Presidents and provides guidance to the Governing
Body. The Board of Trustees shall play an active role with fundraising efforts and also guide the
organization in charitable and scholarship activities. The Past Presidents will elect a Chairman of
the Board of Trustees. The Chairman will serve for a period of three years.
The Advisory Committee will be composed of seven (7) Past Presidents as its members chosen
from the Board of Trustees, including the Chair of Board of Trustees, who will serve as Chair of
Advisory Committee as well.
The Advisory Committee will be chosen by the Chair, Board of Trustees based on their past
active membership and participation in AAPI Arkansas activities and their commitment to serve.
They will serve for a period of three (3) years. The Chair will convene the Advisory Committee
as needed and will use simple majority to approve decisions.
The Advisory Committee will oversee the core activities of the organization executed by the
Governing Body to ensure compliance and commitment to the mission and values of the
organization.
All financial transactions at or over $5,000 (Five Thousand Dollars) to any individual or entity as
approved by the Governing Body will need approval from the Advisory Committee before it can
be disbursed.
Advisory Committee will be responsible for the yearly nomination and election process for the
positions in the Governing Board, as detailed in Article 10- Elections.
At least two (2) Advisory Committee members, as decided by the Chair, on a rotating basis will
need to be present in all Governing Body meetings.
The Immediate Past President will be an automatic invitee to the Governing Body meetings in
the year following their term in order to maintain continuity. They will use their experience to
guide the Governing Body in smooth functioning of the organization.
Any Governing Body member can take issue up for voting to the Advisory Committee in case of
disagreements. In case of discrepancy, the Advisory Committee decision will prevail over the
Governing Body decision.
ARTICLE 6 – DUTIES OF OFFICERS
No elected officer may serve more than two consecutive terms in the same office. A term of
office shall be defined as one year.
Section I – President
The President shall be the Chief Executive Officer of AAPI Arkansas and shall perform all duties
incident to the office of the President and the Governing Body may assign such other duties as it
may deem proper, necessary or useful. The President shall preside at all meetings of AAPI
Arkansas and the Governing Body. The President shall make such appointments as are required
or authorized by the Articles of Incorporation, the By Laws and the Governing Body.
The President may execute (with the Secretary or any other proper officer of AAPI Arkansas as
authorized by the Governing Body) any deeds, mortgages, bonds, contracts or other instruments
which the Governing Body has authorized to be executed; except in cases where the signing and
execution thereof shall be expressly reserved unto the Governing Body.
The President shall designate all official delegates and representatives to other organizations; and
shall appoint members to such special and ad hoc committees as may be necessary to further the
AAPI Arkansas objectives. The President may discontinue any such committee when its purpose
has been served or its purpose is no longer desirable or attainable, in consultation with the
Governing Body.
The President and members of the Governing Body shall be jointly responsible to the Governing
Body and General Body.
In the event of any disagreements in the execution of the policies of AAPI Arkansas, the
President shall take the issue to the Advisory Committee, whose decision shall be binding on all
parties concerned.
The President, however, shall be required to validate his or her decision either before or as soon
as possible after the event by majority vote of the Governing Body. If the President fails to
accomplish such validation, the majority decision of the Governing Body shall prevail. Prior
approval by the Governing Body is mandatory for any decision involving financial transactions
on behalf of AAPI Arkansas which may result in material financial consequences for or to AAPI
Arkansas.
Section II – President Elect
The President Elect shall assist the President and fulfill the President's duties in his or her
absence, for any reason.
The President Elect shall automatically succeed to the office of the President at the end of the
President's term of office.
The President Elect shall perform such other duties as may be assigned by the President.
If the President is unable to complete his or her term due to ill health, death or any other reason,
the President Elect shall discharge the responsibilities of the President until completion of the
President's term and thereafter, to serve his or her own elected term as President.
Section III – Vice President/Vice Presidents
The Vice Presidents shall assist the President, Treasurer and Secretary as needed at the direction
of the President as follows:
A. Vice President (Activities) : Shall assist with organizing the activities of AAPI Arkansas
including but not limited to: dinner talks, annual convention and associated events, welcome and
holiday meetings. The Vice President (Activities) shall work in close association with the
Secretary on all above issues.
B. Vice President (Charity) : Shall assist and coordinate all charitable and fundraising
activities of the organization. The Vice President (Charity) shall provide counsel to the
Governing Body on various charitable and scholarship activities conducted by AAPI Arkansas.
The Vice President (Charity) shall coordinate and discuss these efforts with Chairman of the
Board of Trustees.
C. Vice President (Membership) : Shall assist and coordinate in increasing the membership
potential and outreach of AAPI Arkansas. The Vice President (Membership) shall lead efforts to
increase and retain members of AAPI Arkansas and improve the membership services for its
members.
Section IV – Secretary
A. Keep an account of all the minutes of all meetings;
B. Maintain an updated list of all members of AAPI Arkansas;
C. Issue an agenda of all regular and special meetings after consultation with the Governing
Body ;
D. Keep a copy of all official correspondence from and to AAPI Arkansas, including
newsletters and program brochures for the activities from AAPI Arkansas and reports submitted;
E. Keep an attendance record of all meetings of AAPI Arkansas;
F. Be custodian of the Articles of Incorporation, the By Laws and any amendments thereto;
G. Inform committee members of their appointment and their assigned duties;
H. See that all books, reports, statements, certificates and other documents and records
required by law to be kept and filed are properly kept and filed,
I. Perform such duties and exercise such other powers as may be assigned by the Governing
Body in the same capacity,
J. Be a member of the Governing Body as its Secretary,
K. Be responsible for transferring all the records of AAPI Arkansas, within 90 days after the
Annual Meeting, to the incoming Secretary.
Section V – Treasurer
Unless otherwise directed by the Governing Body, the Treasurer shall be the sole fiscal officer
and the only authorized person empowered to have custody of the financial accounts of AAPI
Arkansas, subject to audit powers of the Governing Body, the Governing Body and any outside
auditors AAPI Arkansas may select.
The Treasurer shall:
A. Be responsible for issuing notice and collection of all dues and deposit into same in such
banks or trust companies as the Governing Body may designate;
B. Be in charge of all the accounts of AAPI Arkansas;
C. Have custody of all accounts, receipts and disbursements which shall be open at all
reasonable times to inspection by the Governing Body;
D. Submit a financial report to the Governing Body at its annual meeting and at regularly
held Governing Body meetings. If the Governing Body requires he or she shall give a bond with
such surety and in such amount as the Governing Body may designate;
E. Perform such other duties and exercise such other powers and duties incident to the office
of the Treasurer and as may be assigned by the President or the Governing Body or otherwise as
may be required by law;
F. Transfer to the next Treasurer within 30 days of the assumption of office by the latter, all
accounts of AAPI Arkansas.
G. File all tax returns with the Internal Revenue Service for the year in which the office was
held (with assistance of professional tax consultants designated by the Governing Body).
ARTICLE 7 – CONVENTIONS
AAPI Arkansas shall conduct an Annual Convention each year for its members (unless otherwise
decided by the Governing Body). The meeting held in Fall shall also be known as the Annual
Meeting when the General Body meeting and elections are held. The Annual Convention shall be
held in August/September of each year based on the availability of a convention venue. Hence,
elections will be held in either August/September coinciding with the Annual Convention.
Any AAPI Arkansas member (who is currently in good standing) may invite their immediate
family members to the annual meetings. Non physician guests of AAPI Arkansas members who
are not immediate family members can be invited only upon prior approval by the Governing
Body and shall require payment of a guest fee as determined by the Governing Body.
ARTICLE 8 – GENERAL BODY MEETINGS AND AGENDA
A. Robert's Rules of Order shall be used to govern all meetings of AAPI Arkansas in all
cases where they are applicable, except where they are inconsistent with the Articles of
Incorporation, or the By Laws.
B. The Governing Body shall set the agenda of the General Body meeting and any other
meetings.
C. Any Voting Member who wishes to bring new business matters before the General Body
meeting shall submit this business in writing to the Secretary, at least thirty (30) days prior to the
meeting of the General Body, for consideration by the Governing Body as to whether to include
such new business on the agenda.
D. Items not placed on the agenda by the Governing Body for consideration at the General
Body meeting may only be placed on the agenda during the General Body meeting upon the
affirmative vote of at least a majority of the active Voting Members present.
E. Time shall be provided at each meeting for members to introduce a question, which when
approved by a majority, would be placed on the agenda for future discussion during subsequent
meetings.
ARTICLE 9 – DUES
Section I – Determination of Annual Dues
Annual dues will be determined by the Governing Body and approved by the General Body
during the Annual Meeting. Annual dues may be adjusted on a periodic basis by the Governing
Body to serve the needs of AAPI Arkansas and the same shall be executed upon approval by the
General Body.
Section II – Exemptions
Student members will not be required to pay dues and shall not have any vote. They will be
assessed a nominal fee to attend events as determined by the Governing Body.
Section III – Due Date
Annual membership fees will be due by March 31st of each year or latest at the time of the
Annual Convention.
ARTICLE 10 – ELECTIONS
Section I – Call for Nominations
The Advisory Committee shall invite nominations from the Voting Members for all positions
listed (President, President Elect, Vice President’s, Secretary, Treasurer, Committee Member)
thirty (30) calendar days before the Annual Convention of each year for service the following
calendar year. Any Voting Member in good standing can make nominations on behalf of the
candidates or the candidate may nominate himself. The last date for filing nominations shall be
twenty (20) calendar days before the Annual Convention. No nominations shall be allowed after
that date.
Section II – Announcement of the Slate of Candidates
A. The Advisory Committee shall announce to all the candidates the slate of nominees for
all positions fifteen (15) days before the Annual Convention .
B. The Candidates may withdraw from the election by writing to the Advisory Committee
ten (10) day before the Annual Convention.
Section III – The Election Process
The elections for the following year will be held during the Annual Convention of the preceding
year. The election process should be completed and the results announced by September 30th or
as soon as possible thereafter to allow for an orderly transition of officers.
The Advisory Committee will be responsible for annual election proceedings including election
of Governing Body. The Advisory Committee may consult with the Governing Body as needed,
however, the election process will be at the independent discretion of the Advisory Committee
acting on behalf of the best interests of AAPI Arkansas and its members.
A. The Voting Members (as previously provided herein) shall have the right to vote. No
proxy vote is permitted. Each Voting Member shall have one vote for each vacant office.
B. The Secretary of AAPI Arkansas shall certify the list of Voting Members on or before the
Annual Convention of each year. The elections shall be conducted by a mail ballot or email or
during a General Body meeting.
C. The results of the election shall be announced by the Governing Body immediately after
counting the ballots.
D. In the event of a tie, the President or President Elect shall cast the deciding vote.
Section IV – Recount of Election Ballots:
Requests for recount will be permitted only from an affected candidate and only when made in
writing to the Governing Body within seven (7) days after the announcement of the results. If the
winning margin is 10 votes or less, then AAPI Arkansas shall conduct the recount without
expense to the candidate. If the winning margin is more than 100 votes, the candidate requesting
the recount shall bear the cost of the recount. One representative of the contesting candidate and
one representative for each of the other candidates for the same position shall be permitted to
observe the recount. Only one recount for any one position shall be permitted. The recount result
shall be binding on all parties.
Section V – Inspectors
A. The Secretary shall be responsible to receive the ballots, to supervise their counting and
tabulation, and to declare the results. Ballots should be preserved until the next election.
B. The candidates may request the appointment of election inspectors no later than thirty
(30) days prior to the election date. In case such a request is made, the Governing Body shall
appoint one or more inspectors to oversee the conduct of the election.
Section VI – Resignation or Death of Elected Officials; Lack of nominee for any position
In the event of the death of the President-Elect, a special election shall be conducted by mail
ballot within sixty (60) days thereof. Vacancies due to death or resignation of any other elected
official shall be filled by the President and confirmed by the Governing Body at its next meeting.
In the event that there is no eligible nominee for a vacant position, the President shall request that
the Governing Body propose nominations for the vacant position and the Governing Body shall
select a candidate from these nominations by simple majority vote and the President shall
appoint that candidate to the position pending approval by the Governing Body at the next
regular meeting.
ARTICLE 11 – AMENDMENTS AND ADOPTION
Section I – Amendment
A. Any proposed amendment to the By Laws may be initiated at any General Body or
Governing Body meeting with the concurrence of not less than five (5) voting members whose
concurrence is evidenced by their signatures.
B. The proposed amendment, duly initiated, shall be referred to the Governing Body for
consideration and as provided in the By Laws.
C. The recommendation of the Governing Body shall be submitted to the General Body for
consideration and approval.
The recommendations shall be transmitted either via USPS mail or via email to the members of
the General Body for comments and feedback to be received within seven (7) days of the
transmission of the same.
On approval by the General Body (by a simple majority) the proposed amendment shall be
incorporated into the By Laws with immediate effect.
D. Notwithstanding anything to the contrary provided in the By Laws, in the event of a
conflict between any provision of the Articles of Incorporation and the By Laws, the provisions
contained in the Articles of Incorporation shall be given precedence and priority over the
conflicting provision in the By Laws.
E. The By Laws have been duly adopted in accordance with the Articles of Incorporation
and applicable state and federal laws.
ARTICLE 12 – LIABILITY OF MEMBERS
No member of AAPI Arkansas shall be personally liable to any creditors of AAPI Arkansas for
any liability or indebtedness and any and all creditors shall look only to the assets of AAPI
Arkansas.
ARTICLE 13 – TAX EXEMPT
The Purpose for which this corporation is organized : Said organization is organized
exclusively for charitable, religious, educational, and scientific purposes, 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, or corresponding section of any future federal
tax code.
Power of the corporation : No part of the net earnings of the organization shall inure to the
benefit of, or be distributable to its members, trustees, officers, or other private persons, except
that the organization 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 the purpose clause hereof.
No substantial part of the activities of the organization shall be the carrying on of propaganda, or
otherwise attempting to influence legislation, and the organization shall not participate in, or
intervene in (including the publishing or distribution of statements) any political campaign on
behalf of any candidate for public office.
Notwithstanding any other provision of this document, the organization shall not carry on any
other activities not permitted to be carried on (a) by an organization exempt from federal income
tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future
federal tax code, or (b) by an organization, contributions to which are deductible under section
170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
IN WITNESS WHEREOF , AAPI Arkansas has caused its corporate name to be
subscribed by the authorized officer set forth below, who hereby verifies that the statements
contained in the foregoing By Laws are true and correct to the best of his or her knowledge and
belief, and duly attested by its Secretary on this day of June 2017.
By :
Appathurai Balamurugan, M.D.
President, AAPI Arkansas
ATTEST :
Supriya Jambhekar, M.D.
Secretary, AAPI Arkansas