Bylaws For the Georgia Association of Acupuncture and Asian Medicine GAAAM 4/9/2015

Table of Contents Article I. Name, Principal Office, Purpose and Restrictions

Section 1.01 Name

Section 1.02 Principal Office

Section 1.03 Mission

Section 1.04 Restrictions

Section 1.05 Definitions

Article II. Members

Section 2.01 Membership Qualifications.

Section 2.02 Statement of Policy.

Section 2.03 Classes of Membership.

Section 2.04 Member in Good Standing.

Section 2.05 Member Obligation to Follow Association Rules.

Section 2.06 Termination.

Section 2.07 Discipline.

Section 2.08 Member Liability.

Article III. ARTICLE III Dues

Section 3.01 Dues

Section 3.02 Delinquency

Section 3.03 Refunds

Article IV. ARTICLE IV Membership Meetings

Section 4.01 Annual Membership Meeting

Section 4.02 Special Meetings

Section 4.03 Notice

Section 4.04 Quorum, Voting

Section 4.05 Action Without a Meeting: Written Ballot

Article V. ARTICLE V Board of Directors

Section 5.01 Board of Directors

Section 5.02 Number and Eligibility of Directors

Section 5.03 Nomination

Section 5.04 Vacancies

Section 5.05 Meetings

Section 5.06 Notice

Section 5.07 Quorum

Section 5.08 Board Action

Section 5.09 Meeting Attendance

Section 5.10 Conduct of Meetings

Section 5.11 Meeting by Conference or Other Electronic Means

Section 5.12 Action by Unanimous Written Consent Without a Meeting

Article VI. ARTICLE VI Officers

Section 6.01 Officers

Section 6.02 Election and Term of Office

Section 6.03 Duties

Article VII. ARTICLE VII Committees

Section 7.01 General

Section 7.02 Standing Committees

Section 7.03 Other Committees.

Article VIII. ARTICLE VIII Indemnification and Insurance

Section 8.01 Liability

Section 8.02 Indemnification

Section 8.03 Insurance

Article IX. ARTICLE IX Amendment of Bylaws

Section 9.01 Amendment of Bylaws.

Article X. ARTICLE X Interpretation

Section 10.01 Interpretation.

BYLAWS OF THE

GEORGIA ASSOCIATION OF ACUPUNCTURE AND ASIAN MEDICINE (GAAAM)

Article I. Name, Principal Office, Purpose and Restrictions

Name The name of the Association is The Georgia Association of Acupuncture and Asian Medicine, a Georgia nonprofit mutual benefit corporation.

Principal Office The Board of Directors ("Board") shall determine the location of the principal office of the Association. The association may have such offices at other places within the state of Georgia as the Board of Directors shall determine.

Mission The Mission of the Georgia Association of Acupuncture and Asian Medicine (GAAAM) is to advance the practice of Acupuncture and Asian Medicine through legislative advocacy, to educate the public and allied health practitioners and to promote educational opportunities for its members.

Restrictions All policies and activities of the Association shall be consistent with applicable federal, state and local antitrust, trade regulation laws and other legal requirements, including the Georgia Nonprofit Corporation Law under which the Association is organized and operated, and applicable tax­exemption requirements.

Definitions Asian Medicine

Asian Medicine refers to traditional Asian medical principles for assessing and evaluating health originating from, but not limited to, Traditional Chinese Medicine. Asian medicine refers to the use of traditional or modern techniques and treatment strategies to affect and balance the energetic system (often referred to as acupuncture meridians, pathways, channels or collaterals). This system serves the purpose of treating the human body, emotions, mind, energetics, and spirit for the promotion, maintenance, and restoration of health. Asian Medicine traditionally refers to any technique within the branches of its system including acupuncture, herbology, Asian bodywork, energetics and Chinese dietary therapy.

Acupuncture Narrowly defined, acupuncture is the treatment of the human body/mind/spirit through the insertion and removal of filiform needles, solely or used in conjunction with moxibustion, administration of thermal or electrical treatments. The broad use of the term acupuncture may also refer to the use of bodywork, energy exercises, herbs, dietary supplements, dietary guidelines, and other devices and modalities which may be developed in order to assess, evaluate, treat, balance, regulate and enhance body function for the promotion, maintenance, and restoration of health.

Asian Herbal Medicine/Asian Herbalism The treatment of the human body/mind/spirit through the use of Asian herbs and herbal formulas for use internally or externally in order to assess, evaluate, balance and enhance body function for the promotion, maintenance, and restoration of health.

Asian Bodywork Treatment of the human body/mind/spirit by using pressure and/or manipulation. Asian Bodywork is based upon Chinese Medical principles for assessing and evaluating the body's energetic system. It uses traditional Asian techniques and treatment strategies to assess, evaluate, treat, balance, regulate and enhance body function for the promotion, maintenance, and restoration of health. Asian bodywork includes, but is not limited to techniques such as acupressure, TuiNa and Shiatsu.

Energetics Treatment of the human body/mind/spirit involving meditation, controlled breathing, movement exercises and the manipulation of the body’s energy (Chi/Qi/Ki). This includes, but is not limited to, the practice of Qi Gong, medical Qi Gong and/or Tai Chi.

Chinese Dietary Therapy Treatment of the human body/mind/spirit involving the use of food therapy to assess, evaluate, treat, balance, regulate and enhance body function for the promotion, maintenance, and restoration of health.

Article II. Members

Membership Qualifications. Membership in the Association is extended to persons or firms involved in, or associated with the practice of Acupuncture and Asian Medicine in the State of Georgia, who have a principal place of business in the territorial jurisdiction of the

Association, and who conform to other membership conditions and requirements established by the Association.

Statement of Policy. This organization, and each of its members, shall not discriminate against nor harass any member based upon the individual’s gender, age, race, creed or national origin, marital status, religion, sexual orientation or physical handicap.

Classes of Membership. There shall be 5 classes of membership: Professional Allied Student Advocate Business

2.02.1 Professional Members. A professional member is an individual holding a current license to practice acupuncture (LAc.) by the Georgia State Composite Medical Board, and is current in payment of stated dues. A professional member has full voting status and all privileges of membership.

An acupuncturist in their first year of practice defined as 1 year from initial licensure by the Georgia State Composite Medical Board will be entitled to a reduced rate for association membership. A first year member retains all rights and privileges of professional members including full voting privileges.

Non­licensed acupuncture practitioners who can provide documentation of proficiency in their area of expertise, may apply to the board for inclusion as a professional member.

2.02.2 Allied Members Any person who is licensed by the State of Georgia as a health care provider other

than a LAc., and: whose licensing scope of practice includes acupuncture; meets other eligibility requirements; is current in payment of stated dues; upon application to and acceptance by the Board of Directors; is a Georgia Allied Health Professional; and shall have all rights and privileges of membership except voting privileges. An allied member does not hold voting status.

Any person practicing as an acupuncture detox specialist, herbalist, asian bodyworker, qigong instructor, Taiji instructor, or other practitioner of Asian Medicine, and: who meets other eligibility requirements; is current in payment of stated dues; upon application to and acceptance by the Board of Directors; is a Georgia Allied Health Professional; and shall have all rights and privileges of membership except voting privileges. An allied member does not hold voting status.

In acknowledgement that these providers may possess vast experience and qualification, however do not possess licensed status because none exists in their field of expertise, the provider may apply to become an Allied Health Professional to the membership committee according to the following requirements.

1) Show evidence of practice within the State of Georgia 2) Show evidence of education within the modality or specialty 3) Provide a minimum of two professional references 4) Obtain certification where available

Acceptance is based on the discretion of the membership committee and the Board of Directors.

The provider must obtain state licensure if and when such qualifications are established to maintain his/her membership in good standing.

2.02.3 Student Members. Any person currently enrolled and engaged in a course of study in a school of acupuncture and oriental medicine at the “masters” level either accredited by or in candidacy status with the ACAOM and is current in payment of stated dues. A student member does not hold voting status.

Student membership shall not exceed four years. Student members not qualified for at least Associate level membership after four years will be required to submit evidence of continuing enrollment in an approved school. Failure to submit such evidence will result in the Student Member being dropped from membership rolls. Student membership is not available for a Ph.D. candidate in oriental medicine. Persons attending an accredited or candidacy school for this purpose should either be classified as either Associate members or Professional members.

The Board may direct the Membership committee to engage with educational institutions matriculating students qualifying for acupuncture licensure in the state of Georgia to offer an automatic enrollment for student membership. This membership may be offered at a discounted rate to be established by majority rule of the Board of Directors.

2.02.4 Advocate Members. General Member. Any person who supports the mission of the organization and

does not qualify for any other membership category, and who meets the eligibility requirements shall, upon application to and acceptance by the Board of Directors, be a General Member and shall have all rights and privileges of membership, except for the right to vote and hold office.

Associate Member. An associate member is an individual holding a current license to practice acupuncture by the Georgia State Composite Medical Board, is not current in payment of stated dues. An associate member does not have voting status.

Honorary Members. Any person who the organization desires to honor because of special service rendered the acupuncture profession may be granted honorary membership by a vote of three­fourths (3/4) of the directors present at any meeting of the Board of Directors. An Honorary Member shall not be entitled to vote or hold office. Nomination to Honorary Membership must be made by five or more active members and submitted to the Board of Directors.

2.02.5 Business Members Any organization or business who supports the purposes of the organization and does not qualify for any other membership category, and who meets the eligibility requirements, shall upon application to and acceptance by the Board of Directors be a Business Member and shall have all rights and privileges of membership, except for the right to vote and hold office.

Member in Good Standing. A member in good standing is one who has paid current dues and assessments, has no other outstanding obligations to the Association, and who has not been found by the Association to be in violation of membership conditions and requirements established by the Association.

Member Obligation to Follow Association Rules. Each member of this Association agrees to be bound by these Bylaws and any amendments thereto, and by the lawful actions of the Board and/or duly constituted committees of the Association.

Termination. A membership shall be suspended or terminated whenever the Board, or a committee or person authorized by the Board, in good faith determines that any of the following events have occurred:

resignation of member, on reasonable notice to the Association;

expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board;

failure of a member to pay dues, fees, or assessments in the amount and under the terms set by the Board;

failure to abide in the lawful decisions of any duly constituted committee of the Association, and

occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.

Discipline. A member may be publicly reprimanded, fined, suspended or terminated for cause by the Board or its designee. Cause shall include a failure, in serious degree, to

observe the Association's rules of conduct as prescribed by the Board in these Bylaws or otherwise,

to abide in the lawful decisions of any duly constituted committee of the Association, or to engage in any conduct which is deemed by the Board or its designee contrary or prejudicial to the interests and/or purposes of the Association.

The discipline shall occur only after the member has been given a fifteen­day prior written notice of the proposed discipline and the reasons therefor. The notice shall also advise the member of the member's opportunity to be heard, orally or in writing, not less than five days before the effective date of the discipline by the Board or its designee. The Board or its designee shall determine whether cause exists and the appropriate discipline, if any.

The Board is not required to follow the above procedure when imposing lesser discipline such as private reprimand.

Member Liability. No member of the Association shall be personally or otherwise liable for any of the debts or obligations of the Association.

Article III. ARTICLE III Dues

Dues The Board shall set dues and fees, make assessments and set the terms of payment.

Delinquency Any member of the Association who is 30 days delinquent in dues, fees or assessments may be suspended or terminated as provided above.

Refunds No dues will be refunded except as approved by a two­thirds vote of the Board of Directors or its designee, in its sole and final discretion.

Article IV. ARTICLE IV Membership Meetings

Annual Membership Meeting The Association shall hold an annual meeting of the regular membership through their designated representatives at the place and on the date that the Board determines. At the annual meeting, Directors shall be elected, Board meetings for the coming year shall be set, the Board shall report the activities of the Association to the members, and other business shall be transacted as may be properly brought before the meeting.

Special Meetings The President, the Board or twenty (20) percent or more of the members may call special meetings, which may be unscheduled, of the regular membership.

Notice The Board must give Association members reasonable notice of all annual and special meetings. The notice shall include date, time, and a description of the business to be discussed. Written notice of each annual meeting shall be mailed and/or emailed to all Association members at least sixty (60) days prior to the meeting. Notice of special meetings shall be given via email at least 15 days (but not more than 30 days) before the meeting.

Quorum, Voting The presence of twenty percent of the voting membership constitutes a quorum. Whenever a quorum is present, an act or decision made by a majority of the members is a valid act or decision. Proxy voting is not permitted at any membership meeting.

Action Without a Meeting: Written Ballot Any action which may be taken at a meeting of the voting members may be taken by conforming to the mail balloting procedure specified in the Georgia Nonprofit Corporation Law.

Article V. ARTICLE V Board of Directors

Board of Directors The Board of Directors is the governing body of the Association and shall supervise, control and organize all activities of the Association; including but not limited to administration, finances, lobbying, public relations, and membership benefits. It may authorize committees to act on its behalf under a specific written delegation of authority.

Number and Eligibility of Directors The Board of Directors shall be comprised of at least five (5) and no more than fifteen (15) members, including all active officers. The Board shall be comprised of at least three (3) professional members. The Board may also include student, allied and advocate members comprising no more than ⅓ of the Board. All members of the Board must be at least 18 years of age, current members of the Association, in good standing on the date he or she takes office, and a resident of Georgia. The Board is comprised of the following, all of which are voting members:

5.02.1 Officers. The officers are President, Vice President, Treasurer, Secretary, and Communicator and are elected from the whole of the Board of Directors. See Article VI for more information on Officers.

5.02.2 Immediate Past President. The President immediately stepping down will continue to serve on the Board of Directors for one year. This position requires no election.

5.02.3 Student/Advocate/Allied Member(s). This category of the Board of Directors will make up no more than ⅓ of the total number of members of the Board. These members will be elected from the Association Member Categories Student Member, Advocate Member, and Allied Member. Each will be elected from the pool of their affiliated members.

5.02.4 Directors. This category makes up the remainder of the Board of Directors. The directors are elected from and by the pool of Professional Members.

Nomination Each year at least one (1) month before the annual meeting, nominations will be made by petition of the voting members to the Directors or Membership Committee. The Student, Advocate, and Allied Member(s) shall be elected only by other student, advocate, and allied members respectively from the Association. All nominees must meet the qualifying standards for the various positions, set forth by Sections 5.02 of these bylaws.

The newly elected Board members shall take office immediately after the election and shall serve for three (3) year terms, without limitation. The Board of Directors shall elect a President, Vice President, Treasurer, Secretary, and Communicator at the annual meeting. The regular Board meetings for the coming year will also be set during the annual meeting.

Vacancies If a vacancy occurs on the Board for any reason, the Board may fill the unexpired portion of the term by appointment.

Meetings The President, Vice­President, Treasurer, Secretary, Communicator or any two Directors may call meetings of the Board. The Board shall hold its annual meeting at the time and place it selects and shall hold other meetings each year at the time and place it selects. Board meetings shall be open to all members of the Association, and as appropriate, open to the public. The Board may hold special meetings, at its discretion, in closed session.

Notice Board members shall be notified of all meetings at least thirty (30) days prior to such a meeting via email. All Association members shall be notified of open meetings at least fifteen (15) days prior to said meeting.

Quorum Two­thirds (⅔) of the directors then in office shall be necessary to constitute a quorum of the Board.

Board Action Every act or decision done or made by two­thirds (⅔) majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board. The Board may adopt rules and regulations which may supplement and interpret these Bylaws and shall be binding and enforceable as to members, Directors and officers.

Meeting Attendance The office of any elected Director, who shall be absent without excuse (an unexcused absence shall be defined as any absence for any reason other than for death in the family or participation in business) from three regular meetings of the Board of Directors per year, may be declared vacant by the Board of Directors.

Conduct of Meetings The Board shall adopt and adhere to an appropriate parliamentary procedure in the conduct of its meetings.

Meeting by Conference or Other Electronic Means Members of the Board may participate in a meeting through use of conference telephone, electronic video screen communication, or other communication equipment if all of the following apply:

each member can communicate with all of the other members concurrently;

each member is provided with a means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection, to a specific action to be taken;

a means of verification is adopted and implemented by the corporation as to both of the following:

the person communicating by electronic means is entitled to participate in the Board meeting and

all statements, questions, actions, or votes were made by that person and not by another not entitled to participate.

Action by Unanimous Written Consent Without a Meeting Any action required or permitted to be taken by the Board under any provision of law may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action in the manner specified in the Georgia Nonprofit Corporation Law.

Article VI. ARTICLE VI Officers

Officers The officers of the Association shall be President, Vice President, Treasurer, Secretary, and Communicator.

Election and Term of Office The officers shall be elected by the Board at the annual meeting of the members to serve the following terms:

President ­ two (2) years,

Vice President ­ two (2) years,

Treasurer ­ one (1) year,

Secretary ­ one (1) year,

Communicator ­ one (1) year,

all limited to two (2) consecutive terms.

Duties The officers shall have the following qualifications and responsibilities :

6.03.1 President Must be a professional member. Presides over the Board as Chairperson Prepares an agenda for all Board Meetings Schedules all Board Meetings and Notifies Secretary at least twenty­five (25) days in

advance of agenda, time, place and date. Conducts all regular and special meetings of the Board Acts as liaison for the Association with the public, government, and other

Associations Presents quarterly organization reports to the Board of Directors

6.03.2 Vice President Must be a professional member. Assists the President in all duties Conducts all Board meetings in the President’s absence Is responsible for the collection and administration of all member dues and/or

assessments

6.03.3 Treasurer Is the primary signatory on all disbursements made by the Association Is in charge of all Association funds Keeps all financial records for the Association Prepares and files all appropriate tax documents Presents quarterly financial reports to the Board of Directors

6.03.4 Secretary Keeps all organization records for the Association Keeps accurate records of all Association members Records, files, and distributes (to all Board members) minutes of all regular and

special Board meetings Notifies all Board members of all regular and special Board meetings at least thirty

(30) days in advance via email Notifies all Association members of all open Board meetings at least fifteen (15) days

in advance. Notifies all Association members and other appropriate entities of newly elected

Board Members.

6.03.5 Communicator

Oversees operation of the website Responsible for Communications to all Members Responsible for Communications to the Public

Article VII. ARTICLE VII Committees

General Committees, task forces, and workgroups may be established to provide policy advice and expertise on issues facing the association, or to provide guidance and develop recommendations to the board of directors and conduct other activities as directed.

Any member in good standing shall be eligible to serve on any committee except where the composition of a committee is restricted by these Bylaws. Each committee shall have a chairperson. Except for the Standing Committees, the responsibilities of each committee will be determined by the Board of Directors, in consultation with each Committee Chair.

Standing Committees Standing Committees are permanent committees which are necessary for the continuing effective operation of the Association, and which are charged with responsibilities for organizational, structural, and/or administrative affairs of the Association. Standing Committees are established in the bylaws.

The Association shall have the following Standing Committees : Executive, Governance, and Membership.

7.02.1 Executive Committee. The Executive Committee shall consist of the President, Vice President, Treasurer, Secretary, Communicator, and the Immediate Past President. The President shall serve as Chairman of the Executive Committee. The Executive Committee shall act in the place and stead of the Board between Board meetings on all matters except those specifically reserved by the Board. The Executive Committee shall report its actions to the Board no later than the next meeting of the Board.

7.02.2 Governance Committee. The Governance Committee shall assess governance practices and make recommendations to the Board of Directors on the following:

Organization and structure of the Board of Directors and its committees and any task force or workgroup;

Bylaws and procedures; Oversee the nominations and elections process for Board Members and the process

for voting on bylaw amendments and member resolutions; Performance and self­evaluation of the Board of Directors; Orientation of new Directors, development of Director’s leadership skills; and Other aspects of Association governance, as appropriate.

7.02.3 Membership Committee. The Membership Committee shall be responsible for acquiring and maintaining Membership benefits. It shall also work with the Vice President to assist in any Membership processes.

Other Committees. The Board of Directors may establish other committees, task forces, and workgroups as needed to fulfill the purposes of the Association. The formation, purpose, and dissolution of any such committee shall be by majority vote of the Board of Directors. Task forces and workgroups may be established by the Board of Directors as needed for a specified period of time to address a specific project or issue. Committees may be established for an unspecified period of time. If the Association determines that a committee needs to become a Standing Committee, the ByLaws must be amended according to the procedures outlined in Article Eleven.

Article VIII. ARTICLE VIII Indemnification and Insurance

Liability In the absence of fraud, gross negligence, or international wrongful actions, directors shall not be held personally liable for any debts, obligations, or liabilities of the Association.

Indemnification To the fullest extent permitted by the law, the Association shall defend, indemnify and hold harmless any agent against any claim arising out of any alleged or actual action or inaction in the performance of duties performed in good faith on the Association's behalf. "Agent" for this purpose shall include representatives, Directors, officers and employees.

Insurance The Association must purchase and maintain insurance to the full extent permitted by the law on behalf of its agents against any liability asserted against or incurred by the agent in such capacity arising out of the agent's status as such.

Article IX. ARTICLE IX Amendment of Bylaws

Amendment of Bylaws. These Bylaws may be amended by a simple majority vote of the Board, provided that certain amendments to the Bylaws specified in the Georgia Nonprofit Corporation Law, including those that materially or adversely affect the rights of members or change the authorized number of Directors, must be approved by the members.

Article X. ARTICLE X Interpretation

Interpretation. These Bylaws constitute a written agreement between the Association and its members, Directors and officers. The Bylaws should be interpreted in connection with the Georgia Nonprofit Corporation Law that supplements and controls these Bylaws.