Bylaws of the International Society of Aquatic Medicine
The name of this organization shall be the International Society of Aquatic Medicine.
The principal office of the Association shall be located at Wilmington, NC. The principal office shall be the repository of all records, files, papers, and documents pertaining to the business of the Association. The Association may have such other and additional offices as may from time to time be designated by its Board of Directors.
PURPOSE AND POWERS
Section 1: The Association is a not-for-profit organization organized exclusively for educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
Section 2: The purpose of the organization shall be an association of diving physicians dedicated to the promulgation of diving medical information to physicians in the United States and foreign countries.
Section 3: In furtherance of the purposes described herein, but not in limitation thereof, the Association shall have the power to accept grants, gifts, and donations, to collect and disseminate statistics and other information, to conduct research, to engage in various fund raising activities, to conduct promotional activities including advertising and publicity in or by any suitable manner or media, and to hold such property as is necessary to accomplish its purposes.
MEMBERSHIP AND DUES
Section 1: Membership. Any individual may become a member of the Association upon payment of annual dues as set by the Board of Directors of the Association. Other members such as associate, honorary or sustaining may enjoy privileges as may be determined by the Board of Directors, except that they shall not vote or hold office.
Section 2: Dues. Dues are payable yearly. Members in arrears more than one year after payment is due shall be dropped from membership. Reinstatement requires another initiation fee.
Section 3: Fiscal Year. The fiscal year of the Association shall run from April 15 to April 14.
OFFICERS AND DIRECTORS
Section 1: Board of Directors. The direction of the International Society of Aquatic Medicine shall be vested in a Board of Directors. Members of the Board shall serve without compensation but may be reimbursed for actual expenses incurred in the performance of their duties.
Section 2: Board Membership. The Board of Directors shall consist of a President, Immediate Past President and Secretary-Treasurer, a Director of CME (Continuing Medical Education) who shall be elected for terms of three years and three Directors-at-Large shall be appointed for terms of three years. All officers and directors shall be voting members of the Board. Officers, with the exception of the Immediate Past President, may serve an unlimited number consecutive years.
Section 3: Ex-Officio Directors. The ex-officio Directors shall include the Executive Secretary, and the Director of Travel. All ex-officio directors are non-voting.
Section 4: Meetings. The Board of Directors shall meet at least once yearly (may be the annual meeting) to discharge their responsibilities as given in these bylaws. Special meetings of the Board may be called by the President.
Section 5: Quorum. For the purposes of conducting business, the presence of two voting Board members shall constitute a quorum.
Section 6: President. The Association President shall be the principal executive officer and shall be responsible to the Board of Directors for the general supervision of the business of the Association. The Association President shall preside at all meetings of the Board of Directors and at all meetings of the membership of the Association.
Section 7: Secretary-Treasurer. The Secretary shall be responsible for the keeping of an accurate record of the minutes of all meetings of the Association and of the Board of Directors, shall maintain a roster of all members of the Association, and shall keep on file all documents, communications, and other papers relating to the business of the Association.
The Treasurer shall be responsible for the keeping of an accurate record of all financial transactions of the Association and shall authorize and approve the expenditure of the Association funds.
Section 8: Secretary-Treasurer: Shall direct the administrative activities of the Association, shall serve as an ex-officio member of all committees, and perform such other duties as may be defined by the Board of Directors.
Section 9: Directors-at-Large: Shall report upon activities in their region at Board meetings and in the Association newsletter as appropriate.
Section 10: Director of CME: Shall arrange speakers and program accreditation.
ELECTION OF OFFICERS AND DIRECTORS
Section 1: Voting. All officers except those who serve ex-officio, shall be elected by a plurality of voters at the annual meeting. Mail ballots may be authorized by the Board in a manner determined by the Board.
Section 2: Nominating Committee. A nominating committee appointed by the President shall select candidates for office. The Committee will present the slate of candidates to the Board one month prior to the annual meeting. The recommended slate will be distributed to the membership at least five days prior to the annual meeting and election.
Section 3: Nominations. Nominations may be made by any member of the Association at any time prior to the election.
Section 4: Eligibility. A candidate for office must be a member of the ISAM Board of Directors. Ex-officio board members may not hold elective office.
Section 5: Votes. Each regular member shall have one vote.
Section 6: Starting Date. Officers and directors shall take office at the close of the annual meeting at which they are elected.
Section 7: Vacancy. In the event of a resignation or incapacity of any officer or director except the President, the President shall appoint a member to serve the unexpired term. In the absence of the President, the Secretary-Treasurer shall assume the duties of the President until another President is appointed.
Section 8: Removal. Removal of members from the Board of Directors may be recommended for absence from two consecutive board meetings. The Board of Directors shall take action upon such recommendations at its next regularly scheduled meeting.
The President shall appoint such standing and special committees as the President deems necessary and useful to carry out the purposes of the Association.
GENERAL MEMBERSHIP MEETINGS
Section 1: An annual business meeting of the International Society of Aquatic Medicine shall be held.
Section 2: The Association may in addition sponsor other meetings and/or workshops.
Section 3: The number of those dues paying members present at a duly published meeting shall constitute a quorum.
Regions of the Association shall be set by the Board of Directors.
CONTRACTS, CHECKS, AND DEPOSITS
Section 1: Contracts. The Board of Directors of the International Society of Aquatic Medicine may authorize any officer or officers, agent or agents, of the Association to enter into any contact or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2: Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the International Society of Aquatic Medicine, shall be signed by such officer or officers, agent or agents of the Association and in such a manner as shall from time to time be determined by the resolution of the Association’s Board of Directors.
Section 3: Deposits. All funds of the International Society of Aquatic Medicine shall be deposited from time to time to the credit of the Association in banks, trust companies, and other depositories as the Board of Directors selects and approves.
Upon the dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which it principal office of the Association is then located, exclusively for such purposes or such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
RESTRICTIONS ON OPERATION
Section 1: No part of the assets of the Association shall remit to the benefit of, or be distributable to its members, officers, or other persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes as set forth in Article III herein.
Section 2: No substantial part of the activities of the Association shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or against any candidate for public office.
Section 3: Notwithstanding any other provisions of these bylaws, the Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any further United States Internal Revenue Code.)
Section 1: Amendments. These bylaws may be amended at the annual meeting by a majority vote of members present, or by the Board of Directors, provided written notice was given at least five days in advance of the meeting.
Section 2: Interpretation. The Board of Directors’ interpretation of the bylaws shall be considered the correct interpretation when reached by majority vote.
Section 3: Implementation. These bylaws shall become effective immediately upon adoption.