ORGANIZED 1895 INCORPORATED 1924...organizations in foreign countries or persons who are engaged in...

NATIONAL MEDICAL ASSOCIATION

CONSTITUTION AND BY-LAWS

ORGANIZED 1895

INCORPORATED 1924

Revised & Updated October 2011

Source: Committee on Amendments to the Constitution and By-laws

2

NMA Historical Credo

“Conceived in no spirit of racial exclusiveness, fostering no ethnic antagonism, but

born of the exigencies of the American environment, the National Medical

Association has for its object the banding together for mutual cooperation and

helpfulness, the men and women of African descent who are legally and honorably

engaged in the practice of the cognate professions of medicine, surgery, pharmacy

and dentistry.”

Presented in 1908 in a speech given by

C.V. Roman, M.D., NMA founding member

and the first editor of the

Journal of the

National Medical Association

3

Table of Contents

CONSTITUTION

Article I. Title........................................................................................................................... 6

Article II. Objectives ................................................................................................................. 6

Article III. Membership ............................................................................................................. 6

Article IV. House of Delegates .................................................................................................. 8

Article V. General Officers ....................................................................................................... 9

Article VI. Board of Trustees................................................................................................... 10

Article VII. Scientific Assembly............................................................................................... 11

Article VIII. Annual Conventions.............................................................................................. 11

Article IX. Funds ..................................................................................................................... 12

Article X. Amendments .......................................................................................................... 12

BY-LAWS

Chapter I. Membership ................................................................................................................ 13

Section 1. Active ................................................................................................................. 14

Section 2. Associate ............................................................................................................ 14

Section 3. Allied Health ...................................................................................................... 15

Section 4. Honorary ............................................................................................................ 15

Section 5. Emeritus ............................................................................................................. 15

Section 6. Life ..................................................................................................................... 15

Section 7. Tenure ................................................................................................................ 15

Section 8. Rights ................................................................................................................. 16

Section 9. Dues.................................................................................................................... 16

Section 10. Disciplinary Action ............................................................................................ 17

Chapter II. Annual Conventions ................................................................................................. 17

Section 1. Meetings ............................................................................................................. 17

Section 2. Registration ........................................................................................................ 17

Section 3. Programs ............................................................................................................ 18

Chapter III. Scientific Assembly.................................................................................................. 18

Section 1. Programs ............................................................................................................ 18

Section 2. Organization ....................................................................................................... 18

Section 3. Publication of Papers .......................................................................................... 20

4

Chapter IV. House of Delegates .................................................................................................. 21

Section 1. Delegates ............................................................................................................ 21

Section 2. Procedures .......................................................................................................... 22


Section 4. Officers ............................................................................................................... 24

Section 5. Special Elections ................................................................................................ 24

Chapter V. Rights and Duties of Officers .................................................................................... 25

Section 1. President ............................................................................................................. 25

Section 2. President-Elect ................................................................................................... 26

Section 3. Executive Director ............................................................................................. 26

Section 4. Treasurer ............................................................................................................ 28

Section 5. Speaker of the House of Delegates .................................................................... 28

Section 6. Vice Speaker ...................................................................................................... 29

Section 7. Secretary of the House of Delegates .................................................................. 29

Section 8. General Policy .................................................................................................... 29

Chapter VI. Board of Trustees ..................................................................................................... 29

Section 1. Composition ....................................................................................................... 29

Section 2. Organization ....................................................................................................... 30


Section 4. Rights and Duties ............................................................................................... 30

Chapter VII. Regions of NMA..................................................................................................... 32

Chapter VIII. Councils and Committees ...................................................................................... 33

Section 1. Classification ...................................................................................................... 33

Section 2. Members ..............................................................................................……....... 33

Section 3. Relationship with Board of Trustees ...................................................................33

Section 4. Councils.............................................................................................................. 34

Section 5. Committees……………………………………………………………………..42

Chapter IX. Friends of the National Medical Association ......................................................... 44

Section 1. Eligibility............................................................................................................ 44

Section 2. Approval ............................................................................................................. 44

Section 3. Term and Dues ................................................................................................... 44

Chapter X. Miscellaneous Matters ............................................................................................ 45

Section 1. Rules of Order .................................................................................................... 45

Section 2. Public Statements and Commitments................................................................. 45

Section 3. Net Earnings and Prohibited Activities .............................................................. 45

Section 4. Dissolution of the Corporation ........................................................................... 45

Section 5. Auxiliary Organizations ...............………………………….….. ………...........46

5

Section 6. Amendments ...................................................................................................... 46

Section 7. Effect of Adoption of By-laws ........................................................................... 46

6

CONSTITUTION

Article I. Title

The name of this corporation is the National Medical Association.

Article II. Objectives

The objectives of the Association are the promotion of the science and art of medicine and

the betterment of the public health. More specifically the objectives are to:

1. Raise the standards of the medical profession and of medical education;

2. Stimulate favorable relationships among all physicians;

3. Nurture the growth and diffusion of medical knowledge and the prompt universal

delivery of this knowledge to all peoples by means of an adequate health care delivery

system;

4. Stimulate the education of the public concerning all matters affecting the public health;

5. Sponsor the enactment of just medical laws; and

6. Eliminate religious, racial, sexual discrimination and segregation from American

medical institutions by means of an effective organization of the medical profession

within the states and territories of the United States.

Article III. Membership

Section 1.

The Members of the Association shall be Active, Associate, Allied Health, Honorary,

Emeritus, and Life.

Section 2.

A. Active membership shall be limited to physicians licensed to practice medicine in any

state or territory of the United States and in the District of Columbia. Election to membership

may be obtained through State societies, through their Local Societies, or directly from the

National Medical Association, as provided in the By-Laws.

7

B. State Societies are medical associations, one from each state, territory, and the District

of Columbia, affiliated with the National Medical Association. State Societies may be organized

as provided in the By-laws.

C. Local Societies are those county, city or district medical societies existing within the

geographical subdivision of a State Society and chartered by the society as provided in the By-

laws.

D. Active membership in the National Medical Association may be achieved solely

through membership in the Local Society of the geographical area of residence or principal

office location of the applicant. However, if the residence or principal office of the applicant is

located in an area where there is no registered Local Society, the applicant may become an

Active Member in the National Medical Association solely through membership in the State or

Local Society.

When an applicant resides in a geographical area where there is neither a Local Society nor

a State Society, he/she may apply for active membership directly to the National Medical

Association. (Direct application cannot be made to the National Medical Association if there

exists a Local Society and/or a State Society in the area of question. The organization shall not

approve such application.)

Section 3.

Associate Members shall be physicians who are members of chartered medical

organizations in foreign countries or persons who are engaged in medical missionary,

educational or similar work, and are elected to membership as provided by the By-laws.

Associate membership shall also be open to persons with doctoral-level degrees in the health

sciences, health services and health administration. Post Graduate Physicians and Students are

Associate Physicians as provided in the By-Laws.

Section 4.

Allied Health Members shall be individuals who are Physician’s Assistants, Nurse

Practitioners, or other duly-licensed allied health professionals as provided in the By-Laws.

Section 5.

Honorary Members shall be individuals who have made notable and worthwhile

contributions in the field of medicine or allied sciences and are elected to membership as

provided in the By-laws.

8

Section 6.

Emeritus Members shall be physicians who have served the organization well for the past

twenty (20) years and have reached the age of seventy (70).

Section 7.

Life members shall be physicians with twenty (20) years of documented Association

membership in good standing, and who have reached the age of sixty-five (65) years.

Section 8.

The National Office of the National Medical Association shall be authorized to make direct

membership recruitment and enrollment. The National Office is to provide at least quarterly

reports to each State Society, Local Society and Region, identifying the new members recruited

within their respective areas.

Article IV. House of Delegates

Section 1.

The House of Delegates is the legislative body of the Association. It shall transact the

business of the Association not otherwise specifically provided for in this Constitution and By-

laws, and shall elect the General Officers. The House of Delegates shall receive and act upon the

various reports of the Board of Trustees, Councils, Committees and Officials of the Association,

together with their recommendations. The House of Delegates shall have the power to rescind

any action or policy of the Board of Trustees, provided two-thirds of the membership of the

House of Delegates, present and voting, votes to rescind.

Section 2.

The House of Delegates shall be composed of the Delegates representing: the State

Societies; the Howard University College of Medicine, the Morehouse School of Medicine, the

Charles R. Drew University of Medicine and Science, and the Meharry Medical College; the

Scientific Assembly; Independent Medical Societies; Post Graduate Physicians, and Students.

Each of these delegates shall have the right vote.

The Trustees, the former Presidents of the Association, the former Speakers of the House

and the Editor of the Journal of the National Medical Association shall be ex-officio members of

the House of Delegates, without the right to vote, unless they are elected or appointed delegates.

9

Section 3.

The number of Delegates seated from the State Societies shall be proportional to the

number of Active Members in their respective Societies, as provided in the By-laws. Other

Delegates shall be seated as determined in the By-Laws.

Article V. General Officers

Section 1. GENERAL OFFICERS

The General Officers of the Association shall be a President, a President-Elect, a Treasurer,

a Speaker and a Vice Speaker of the House of Delegates, a Secretary of the House of Delegates,

thirteen (13) elected Trustees, the Post Graduate Physician Trustee and the Student Trustee.

A General Officer must have been an Active Member of the Association at least three (3)

years next preceding his/her election and must have been in attendance at the Annual

Conventions of the Association two (2) of the three (3) years next preceding his election, except

for the Post Graduate Physician Trustee, who must be a Member and in his/her second year or

beyond of Post Graduate training in a Liaison Committee on Medical Education accredited

program.

Section 2. PRESIDENT-ELECT AND PRESIDENT

The President-Elect shall be elected annually. After the completion of a term of one (1)

year, the President-Elect shall become President. If the President dies, resigns, or is disqualified

by the Board of Trustees or House of Delegates, the President-elect shall become President for

the remainder of the term, and then serve his/her duly elected term. Further succession shall be in

the following order: Speaker of the House of Delegates and Vice Speaker of the House of

Delegates.

Section 3. TREASURER

The Treasurer shall be elected to a term of two (2) years, and shall not serve more than

three (3) consecutive terms.

Section 4. SPEAKER, HOUSE OF DELEGATES

The Speaker of the House of Delegates shall be elected annually for a term of one (1) year

and shall not serve more than two (2) consecutive terms. At the end of his/her second term, a

member is automatically ineligible for reelection to this office, but he/she may be elected again

at the expiration of five (5) years.

10

Section 5. VICE SPEAKER AND SECRETARY, HOUSE OF DELEGATES

The Vice Speaker and the Secretary of the House of Delegates shall be elected annually for

a term of one (1) year and shall serve until their successors are elected and installed.

Section 6. BOARD OF TRUSTEES

Trustees shall be elected annually to the Board of Trustees as terms expire or vacancies

occur in accordance with the By-laws. No member of the Board shall serve for more than two

(2) consecutive terms of three (3) years, but a Trustee, elected to serve an unexpired term, shall

not be regarded as having served a term unless he/she has served for three (3) years. The Post

Graduate Physician Trustee and the Student Trustee are exceptions. The Post Graduate

Physician Trustee shall serve only one (1) term of two (2) years and shall be appointed by the

Speaker of the House of Delegates upon the recommendation of the Post Graduate Physician

Delegation. The Student Trustee shall be a member of the Student National Medical Association

shall serve only one (1) term of two (2) years and shall be appointed by the Speaker of the House

of Delegates upon the recommendation of the President of the Student National Medical

Association.

Section 7. EXECUTIVE DIRECTOR

In addition to the General Officers who shall be members of the Association, an Executive

Director shall be appointed in the manner and for the purposes provided in the By-laws.

Article VI. Board of Trustees

Section 1.

The Board of Trustees shall have charge of the property and financial affairs of the

Association and shall perform such duties as those of directors of corporations and as may be

prescribed in the By-laws.

Section 2.

The Board of Trustees shall provide for and shall superintend the publication of the Journal

of the National Medical Association and all proceedings, transactions and memoirs of the

Association.

Section 3.

The Board of Trustees shall determine the time and place of the Annual Convention subject

to the approval of the House of Delegates.

11

Section 4.

The Board of Trustees or its Executive Committee provided for in the By-laws and the

Executive Director shall hold an Interim Meeting, preferably at the place where the Annual

Convention is to be held, in order to review the local facilities, while transacting the business of

the Association. The Board shall meet not less than four (4) times a year and at no time shall

there be more than a four (4) month interval between meetings.

Article VII. Scientific Assembly

Section 1.

The Scientific Assembly is the convocation of the members of the Association for the

presentation and discussion of the subjects in the field of medicine.

Section 2.

The Scientific Assembly is divided into Sections, which shall be conduced in keeping with

the provisions of this Constitution and By-laws.

Article VIII. Annual Conventions

Section 1.

The House of Delegates and the Scientific Assembly shall meet annually at times and

places selected by the Board of Trustees and approved by the House of Delegates.

Section 2.

A State Society desiring the National Medical Association to convene within its

geographical area, shall submit its invitation in writing to the Board of Trustees at least six (6)

months in advance of the Annual Convention at which selection is made, together with such data

as may be required.

The Board of Trustees shall investigate, or cause to be investigated, all places designated in

such invitations, and shall report its findings together with its recommendations to the House of

Delegates. The time and place of any Annual Convention may be changed for cause by the

concerted action of two-thirds of the Board of Trustees, not less than three (3) months prior to

the date selected for that Convention.

12

Article IX. Funds

Section 1.

The annual membership dues, special assessments and other means of raising funds shall be

determined on the recommendation of the Board of Trustees and the approval of the House of

Delegates.

Section 2.

Disbursements shall be made as provided in the By-laws, on the basis of budgets

recommended by the Board of Trustees and approved by the House of Delegates and the Board

of Trustees. These shall be prepared by the Executive Director for the Offices of the Treasurer,

the Speaker of the House of Delegates, the Chairman of the Board of Trustees, the Secretary of

the Board of Trustees to include the approved traveling expenses of the Members of the Board of

Trustees, the operating expenses of the Office of the Editor of the Journal of the Association, the

Councils of the Association, the budgets of the various Sections of the Scientific Council,

expenses for the services of legal counsel, and operating expenses of the Office of the Executive

Director. The Board of Trustees shall authorize all disbursements.

Article X. Amendments

This Constitution may be amended by the House of Delegates at any Annual Convention,

provided the proposed amendment shall have been introduced at the previous Convention and

read on two (2) consecutive days at that Convention and providing two-thirds of the voting

members of the House of Delegates registered at the Convention at which action is taken vote in

favor of such amendment.

HOD 07.27.11

13

BY-LAWS

Chapter I. Membership

Section 1. ACTIVE MEMBERS

A. Members in good standing in the State Societies of the National Medical Association,

who are certified by the Secretary of their State Society to the Executive Director for

membership in the National Medical Association on the basis of the qualifications set forth in

Article III of the Constitution, shall become Active Members of the National Medical

Association, upon receipt of their National Medical Association dues by the Office of the

Executive Director. All General Officers and Officers of National, Regional, State Societies and

Local Societies must be Members of the National Medical Association.

B. Application for Membership

A physician who resides outside of the jurisdiction of a State Society of the National

Medical Association may apply for membership through the Office of the Executive Director. If

he/she possesses the qualifications set forth in Article III of the Constitution and if his/her

application for membership, submitted on the prescribed form provided by the Office of

Executive Director is approved by the Judicial Council, he/she shall become an Active Member

of the National Medical Association, upon receipt of his/her National Medical Association dues

by the Office of the Executive Director.

C. State Society

A group of seven (7) or more physicians who reside or who work within a state, or whose

principal office is located in a state or district or territory of the United States in which there is

no State Society of the National Medical Association and who are legally licensed to practice

medicine in said state or territory, may form a Society, elect Officers, and apply for affiliation

with the National Medical Association. The application must specify the name of the

Association; must certify by name and address of each Officer and Member of the Association;

must be supported by their credentials as licensed Doctors of Medicine, and shall be

accompanied by the endorsement of the group by two (2) or more Doctors of Medicine who are

members of the National Medical Association. The application must be filed with the National

Medical Association through the Office of the Executive Director. The application for affiliation

shall be examined with care by the Judicial Council, investigated to the extent necessary, and

approved or rejected. If rejected, the reasons therefore shall be communicated by the Executive

Director with the advice to reapply if indicated. If approved, the application shall be submitted

to the Board of Trustees with the Council's recommendation for inclusion as an Affiliate

Member of the National Medical Association. Upon the payment of the State Society dues and

the dues for that year for each of its members, the Association shall be informed in writing of the

Declaration by the Board that it has become an Affiliate Member of the National Medical

Association with the enjoyment by itself and its members of all the rights and privileges

pertaining thereto. The Chairman of the Board shall cause to be printed in the next issue of the

Journal of the National Medical Association an announcement of the new Affiliate Member.

HOD 07.27.11

14

D. Local Society

A group of seven (7) or more physicians who reside in a state within the jurisdiction of a

State Society of the National Medical Association or who work within a state, or whose principal

office is located in a state or district, may form and adopt a name for a Society, elect Officers,

and apply for a charter to the State Society of the National Medical Association in their state.

The steps involved in granting of a charter by a State Society shall include: The approval and

recommendation by the State Society involved; a review and approval by the Judicial Council;

the payment of dues as required of a Local Society and of new Members; the appropriate

notification by the Chairman of the Board and, an announcement in the Journal of the National

Medical Association that a new Local Society has been chartered.

Section 2. ASSOCIATE MEMBERS

A. Physicians who are members of the chartered medical societies of foreign countries and

American physicians located in foreign countries, who are engaged in medical missionary,

educational or similar work, may become Associate Members of the National Medical

Association upon receipt of dues by the Office of the Executive Director, provided their

applications are endorsed by the Chairman of one of the Sections of the Scientific Assembly

and they are approved by the Judicial Council.

B. Teachers in medical schools of the United States and its territories who are citizens of the

United States may become Associate Members of the National Medical Association upon

receipt of dues by the Office of the Executive Director, provided they are certified as

Members in good standing of a State Society and their applications for membership are

approved by the Judicial Council.

C. Post Graduate Physicians training in a program accredited by the Accreditation Council on

Graduate Medical Education or the American Osteopathic Association’s Program and

Trainee Review Committee may become Associate Members of the National Medical

Association upon receipt of dues by the Office of the Executive Director.

D. Students training in a school accredited by the Liaison Committee on Medical Education or

the American Osteopathic Association’s Committee on Osteopathic College Accreditation

may become Associate Members upon receipt of dues by the Office of the Executive

Director.

E. Any member past the age of seventy years, or who has retired with disability, and who has

more than five years of documented Association membership in good standing may apply by

letter to the Executive Director for Associate status. Said applicant may be exempt from

payment of annual dues.

HOD 07.27.11

15

Section 3. ALLIED HEALTH MEMBERS

Individuals who are Physician’s Assistants, Nurse Practitioners, or who are licensed to

practice an allied-health discipline by a state, territory, commonwealth, or the District of

Columbia, may become Allied Health Members of the National Medical Association upon

receipt of dues by the Office of the Executive Director.

Section 4. HONORARY MEMBERS

Individuals who have made notable and worthwhile contributions in the field of medicine or

allied sciences, may be elected to Honorary Membership by the House of Delegates on

nominations by the Council on Educational Affairs. The several Sections may make

recommendations with justifications to the Council on Educational Affairs in support of the

nominees of their choice. Not more than seven (7) persons shall be elected to Honorary

Membership at any one (1) Annual Convention.

Section 5. EMERITUS MEMBERS

1. Eligibility for Emeritus status occurs after age seventy (70) and following twenty (20)

years of documented, active Association membership, distinguished by exemplary service to the

National Medical Association. The applicant must be nominated by a current member in good

standing and be approved by the Board of Trustees.

2. Emeritus members are granted lifetime membership status with a waiver of annual

membership and convention registration fees.

3. Past Presidents become eligible for Emeritus status at age sixty-five (65), and can vote

and hold

office; they will be granted a waiver of the annual convention registration fees and sponsorship

to select convention activities.

Section 6. LIFE MEMBERS

Life members shall be assessed a one-time fee as set by the Board of Trustees and approved

by the House of Delegates.

Section 7. TENURE OF MEMBERSHIP

A. The standard period of Active, Associate, and Allied Health Membership is one (1)

year. Any Active, Associate, or Allied Health Member who has failed to pay his/her annual dues

for one (1) year shall forfeit his/her membership in the National Medical Association thirty (30)

days after notice of his/her delinquency has been mailed to his/her last known address by the

Executive Director.

B. Active or Associate Membership in the National Medical Association shall continue

only so long as the individual is a Member in good standing of a State Society, or, in the event

he/she resides outside the jurisdiction of a State Society, so long as he/she is certified to be in

good standing by the Judicial Council. When an Active or Associate Member moves to or

HOD 07.27.11

16

engages in the practice of medicine at a location under the jurisdiction of another State Society,

the Executive Director shall remove his/her name from the roster of the Active Members of the

Association, unless within a year after such a change of resident or practice he/she becomes a

Member of that State Society. Post Graduate Physician or Student Associate Members are

exempt from being required to join a State Society.

C. Honorary Membership in the National Medical Association shall continue indefinitely.

Section 8. RIGHTS OF MEMBERS

A. Active Members have the right to attend all of the meetings of the Scientific Assembly,

to attend the open and closed sessions of the House of Delegates, to take part in the discussions

of the open sessions, to hold office, and to vote in the meetings of the Scientific Assembly.

Active Members who are also Members of the House of Delegates have in addition the right to

attend the executive sessions of the House of Delegates and to vote at all meetings of the House

of Delegates.

B. Associate Members have the right to attend and to take part in all of the meetings of the

Scientific Assembly, but they may not vote, or hold office in the Association with the exception

of the Post Graduate Physician and Student Trustees. Other Post Graduate Physician and

Student Associate Members may become Delegates in the House of Delegates, either in a

designated Post Graduate Physician or Student Delegate position, or in a State Delegate position

(provided that they have paid State Society dues).

C. Allied Health Members have the same rights as Associate Members.

D. Honorary Members have the same rights as Associate Members.

E. Emeritus Members have the same rights as Associate Members.

F. Life members shall have the same rights as Active Members.

Section 9. DUES

A. Dues shall be paid on an annual basis. Annual dues and special assessments for specific

purposes shall be paid by Active, Associate and Allied Health Members in amounts

recommended by the Board of Trustees and approved by the House of Delegates. Active

Members, whose membership is held through State Societies, may pay their dues and

assessments directly to the Office of the Executive Director, provided the implementation of

their membership is in keeping with Article III of the Constitution, governing membership in

state and local societies. Active Members, whose membership is held directly in the National

Medical Association, shall pay their dues and assessments to the Office of the Executive

Director. Membership dues shall include a subscription to the Journal of the National Medical

Association.

HOD 07.27.11

17

Any Active, Associate, or Allied Health Members who have been dropped for non-payment

of dues and who retain the qualifications for active, associate, or allied health membership, shall

be reinstated on payment of his/her dues and assessments for the current year.

B. Honorary Members shall not pay dues to the National Medical Association and shall not

receive the Journal of the National Medical Association, except by personal subscription.

C. Emeritus Members are not required to pay dues to the National Medical Association,

and shall receive the Journal of the National Medical Association.

Section 10. DISCIPLINARY ACTION

Any member of the National Medical Association may be censured, suspended or expelled

by the Judicial Council, after due process, for an infraction of the Constitution or of these By-

laws, or for a violation of the Principles of Medical Ethics. Charges shall be filed with the

Judicial Council by the Executive Director at the written request of any Active Member of the

Association.

Chapter II. Annual Conventions

Section 1. MEETINGS

At each Annual Convention there shall be three (3) types of meetings:

A. Public Meetings: There shall be one (1) or two (2) meetings of the Association as a

whole which are open to the public, arranged with the consultation of the Local (Host) Society, if

one exists, and shall not exceed ninety (90) minutes.

B. Meetings of the Scientific Assembly: There shall be two (2) General Meetings of the

Scientific Assembly which may be open to the public, and Section meetings.

C. Meetings of the House of Delegates: These shall be meetings of the Delegates elected

or appointed as provided in Article IV, Section 2, of the Constitution. The House of Delegates

may meet in open, closed or executive session. Open sessions may be attended by the public,

closed sessions may be attended only by the Active Members of the Association, and executive

sessions may be attended solely by Members of the House of Delegates. The address of the

outgoing President shall be given at the first session of the Convention before the House of

Delegates.

Section 2. REGISTRATION

A. Only members in good standing and the invited guests of the National Medical

Association shall be permitted to register and to take an active part in the several meetings of the

Annual Conventions, as provided in these By-laws. Residents and Interns who are graduates of

approved medical schools, in accredited programs and are certified to the Executive Director of

the Association by their program director, and medical students of approved medical schools

HOD 07.27.11

18

who are certified to the Executive Director by their respective deans, may register and attend any

of the meetings of the Scientific Assembly.

B. A Member shall not be permitted to take part in any of the meetings of a Convention

until he/she has completed his/her registration.

C. At the time of registration the Member shall designate the Section or Sections of the

Scientific Assembly in which he/she wishes to be enrolled.

D. The registration of a Member who is also a prospective Member or Alternate Member

of the House of Delegates, shall include the approval by the Committee on Credentials of his/her

certificate, signed by the Secretary and under the seal of his/her State Society or Local Society,

or signed by the dean of the medical school he/she represents, stating that he/she has been

properly elected or appointed by the association, society or institution concerned. The

credentials of a Delegate or Alternate shall include:

1. The submission directly to the Office of the Executive Director of his/her

name as a Delegate or Alternate by the Association, society or institution

concerned, not later than fourteen (14) days prior to the first meeting of the House

of Delegates, and 2. The certificate given to him/her.

Section 3. Programs

The Official Program of the Annual Convention shall provide for the several meetings of

the Association as a whole, the Scientific Assembly, the House of Delegates and the Board of

Trustees. These shall be prepared by the Executive Director under the general supervision of the

Board of Trustees and on the basis of data submitted to him/her by the various persons and

bodies concerned, as provided in these By-laws.

Chapter III. Scientific Assembly

Section 1. PROGRAMS

The Programs of the General Meetings of the Scientific Assembly shall be prepared by the

Council on Educational Affairs of the Association; the Programs of the Section Meetings shall be

prepared by the Executive Committee of each Section, under the general supervision of the

Council on Educational Affairs.

Section 2. ORGANIZATION

A. The Scientific Assembly of the National Medical Association shall be divided into the

following Sections:

1. Aerospace and Military Medicine

2. Allergy and Immunology

3. Anesthesiology

4. Basic Science

HOD 07.27.11

19

5. Community Health

6. Dermatology

7. Emergency Medicine

8. Family Practice

9. General Surgery

10. Internal Medicine

11. Medical Administrators

12. Neurology-Neurosurgery

13. Obstetrics-Gynecology

14. Ophthalmology

15. Orthopedics

16. Otolaryngology

17. Pathology

18. Pediatrics

19. Physical Medicine and Rehabilitation

20. Plastic and Reconstructive Surgery

21. Postgraduate Physician

22. Psychiatry and Behavioral Sciences

23. Radiology

24. Urology

25. Women’s Health

B. New Sections may be created or existing Sections may be combined or discontinued by

the House of Delegates, on the recommendation of the Council on Educational Affairs.

C. Officers: The Officers of each Section shall be a Chairman, a Vice Chairman, a

Secretary, and such other Officers as the Section may deem advisable. Such Officers shall be

elected from among the Active Members of the Association to serve for one year or until their

successors are elected and assume office. If a vacancy occurs in the official family of a Section,

it shall be filled by the Executive Committee of the Section.

D. Election of Officers: The election of Officers of the several Sections shall be the first

order of business on the final meeting of the Section. Only those Active Members of the

Association who have registered as Members of any one Section may vote in an election.

E. Duties of Officers:

1. Chairman: The Chairman shall preside at the meetings of the Section and shall

perform such other duties as usually pertain to such an office or as may be

provided by the rules of the Section. He/she shall cooperate with the Secretary in

arranging the program.

2. Vice Chairman: The Vice Chairman shall assist the Chairman in the performance

of his/her duties and shall preside in his/her absence or at his/her request.

HOD 07.27.11

20

3. Secretary: The Secretary shall keep a record of the proceedings of the Section;

he/she shall cooperate with the Chairman in arranging the program of the Section;

he/she shall forward the program with the approval of the Council on Educational

Affairs to the Office of Executive Director for incorporation in the official

program of the Convention, and shall perform such other duties as may be

provided by the rules of the Section.

F. Executive Committee: Each Section shall have an Executive Committee which shall

consist of the Chairman, the Vice Chairman, and other Members of the Section as necessary. In

case a member of the Executive Committee is absent from a Scientific Assembly, the vacancy

shall be filled by the Chairman from the Members of the Section. This Committee shall approve

or disapprove for publication the papers read before the Section and shall act as the nominating

committee of the Section.

G. Meetings: Sections shall hold meetings in accordance with a schedule prepared by the

Council on Educational Affairs.

H. Participation in Section Work: Only Active, Associate and Emeritus Members shall

have the right to participate in the business deliberations of a Section. Members, invited guests,

residents, interns and medical students may present papers and take part in the scientific

discussions.

I. Failure to Keep Assignments: A Member who accepts an assignment on a Section

program and without valid reason fails to meet his/her obligation at the time designated shall be

debarred from a place on any Section Program for a period of two (2) years after the Convention

at which he/she failed to keep his/her assignment.

J. Resolution: Resolutions shall be presented before a Section not later than the second

day of the Section Meetings.

Section 3. PUBLICATION OF PAPERS

A. Approval for Publication: No paper shall be published as having been read before a

Section unless it has actually been read by the author or his/her designee and it has received the

approval of the Executive Committee of the Section before which it was read.

B. Procedure After Reading: Each author or designee shall give his/her paper to the

Secretary of the Section immediately after it is read. The Secretary shall endorse thereon that it

has been read and shall deliver it to the Chairman of the Executive Committee of the Section.

All papers approved by the Executive Committee shall be returned to the Secretary of the

Section, who shall forward them at once to the Editor of the Journal.

C. Papers Read by Title: When the author is present and prepared to read his/her paper,

but is unable to do so for good reason, the Section by unanimous vote may have it read by title.

HOD 07.27.11

21

D. Papers the Property of the Association: All papers and reports presented to the Section

and approved by its Executive Committee shall become the exclusive property of the

Association.

E. The Board of Trustees may permit an author to publish his/her paper elsewhere other

than in the Journal of the National Medical Association.

Chapter IV. House of Delegates

Section 1. DELEGATES

A. Qualifications: In order to be eligible for election to membership in the House of

Delegates, a physician must have been an Active Member of the National Medical Association

for at least one (1) year, except for Student and Post Graduate Delegates.

B. State Society Delegations: Each State Society shall be represented in the House of

Delegates as follows:

1. One (1) Delegate for the State Society;

2. One (1) Delegate for each organized, functioning Local Society as recognized by

the State Society; and

3. One (1) additional Delegate for every ten Active Members or fraction thereof, as

recorded for the State Society in the Office of the Executive Director of the

National Medical Association.

C. Post Graduate Physician Delegation:

1. The Post Graduate Physician Delegation shall consist of six (6) physician

delegates, appointed by the Speaker of the House of Delegates in coordination

with the current and immediate past Post Graduate Physician Trustees.

2. Post Graduate Physician Delegates must be Members of the National Medical

Association, as defined in Article III, of the Constitution.

3. The Post Graduate Physician Delegation shall be responsible for organizing and

coordinating those activities related to the concerns and interests of the Post

Graduate Physician members of the National Medical Association.

D. Student Delegate:

1. The Student Delegate shall be an Active Member of the Student National Medical

Association, and a Member of the National Medical Association as defined in

Article III of the Constitution.

HOD 07.27.11

22

2. The Student Delegate shall be appointed by the Speaker of the House of

Delegates in consultation with the President of the Student National Medical

Association (SNMA).

3. The Student Delegate shall be responsible for organizing and coordinating those

activities related to the concerns and interests of students.

E. Medical School Delegates

1. Each Medical School as provided in Article IV of the Constitution is entitled to one

(1) Delegate. These Delegates shall be appointed by the Speaker of the House of Delegates in

coordination with the Dean of each Medical School.

2. Each Medical School Delegate shall be responsible for organizing and coordinating

those activities related to the concerns and interests of their respective medical school.

F. Scientific Assembly Delegation

1. Each Scientific Section is entitled to one (1) Delegate. These Delegates shall be

elected or appointed by their respective Sections according to their internal procedures.

2. Each Scientific Assembly Delegate shall be responsible for representing the interests

of his/her respective Scientific Section.

G. Independent Medical Society Delegates. Other Medical Societies independent of the

Association affiliate structure may be represented in the House of Delegates upon a two-thirds

(2/3) vote of the House of Delegates. Each approved Independent Medical Society shall be

represented by one (1) Official Observer. In each membership year, if thirty-five percent (35%)

of a Society’s United States membership have paid Active Member dues to the Association, the

Observer shall be credentialed as a Delegate.

H. Seating of Delegates: Before being seated, each Delegate must be duly credentialed. A

Delegate or an Alternate may be seated without credentials, provided he/she is properly

identified as a Delegate or Alternate and he/she is certified by name as such in the records of the

Office of Executive Director of the National Medical Association. An Alternate may take the

place of a Delegate when authorized in writing to do so by said Delegate or, in the absence of the

Delegate, by the President or Secretary of his/her Delegation. When a Delegate and his/her

Alternate are unable to attend a specified session, the appropriate authorities of the Delegation

concerned may appoint a substitute Delegate and a substitute Alternate and provide them with

proper credentials.

I. Term: Delegates and Alternates shall serve for periods of one (1) year.

Section 2. PROCEDURES

HOD 07.27.11

23

A. Order of Business: The following shall be the order of business at each Annual

Convention:

1. Call to order by the Speaker

2. Roll Call

3. Reading and adoption of minutes

4. Annual Report of Speaker

5. Reports of Officers

6. Reports of Committees and Councils

7. Annual Recommendations of President-Elect

8. Appointment of Committees

9. Unfinished Business

10. New Business

At any meeting the House, by majority vote, may change the order of business.

B. Privileges of Floor: Each Officer, Council and Committee shall be granted the

privileges of the floor of the House of Delegates for the presentation of an annual report within a

period of time to be decided by the Speaker or the Presiding Officer of the House. In addition,

the House of Delegates shall request the meetings of the House in order that the Delegates may

be constantly in a position to obtain information concerning the work that is being done by the

Councils.

C. New Business: New Business shall not be introduced at the last meeting of the House at

any Annual Convention except by the unanimous consent of those present, or when the new

business is presented by the Board of Trustees, by the Officers of the Association, by the

Chairman of the several Councils or the Chairman of the several Sections of the Scientific

Assembly. All new business presented at the last meeting of the House of any Annual

Convention shall require two-thirds affirmative vote for adoption.

D. Quorum: Any Member of the House can call for a quorum before a vote. A quorum for

all meetings of the House of Delegates shall be defined as twenty-five (25) percent of certified

Delegates as represented by State Societies.

1. Board of Trustees: A quorum shall consist of fifty (50) percent of Members of

the Board of Trustees.

E. Voting shall occur in the following manner:

1. Voting for elections shall occur by unit voting, being defined as a delegation

recording the number of votes by that delegation for each nominated candidate or

each time at issue.

2. Voting on other issues presented to the House shall occur by the usual yea or nay.

If this vote is challenged, then the votes of the individual membership shall be

recorded.

HOD 07.27.11

24

F. Conflict of Interest and Confidentiality: All Delegates attending a House of Delegates

meeting in person upon sign in are to sign or agree in signature to a Conflict of Interest

and Confidentiality Agreement.

Section 3. MEETINGS

A. The House of Delegates may meet seventy-two (72) hours before the Formal Opening

of the Annual Convention and at the same place as the Scientific Assembly of the Association.

B. There may be a scheduled business meeting of the House of Delegates to be held in

conjunction with the Interim Meeting of the Board of Trustees when the Speaker elects to recess

the House.

C. The meetings of the House of Delegates may be held as open, closed or executive

sessions, as provided in Chapter II, Section 1, of these By-laws.

Section 4. OFFICERS

A. Nominations: The Nominating Committee shall be elected on the last day of business

of the House of Delegates session of the Annual Meeting along with the other Officers, and they

shall not start official duties until the end of the Annual Meeting.

B. Qualifications: The General Officers must have been Active Members of the

Association for at least three years next preceding their election and in attendance at the Annual

Conventions of the Association two (2) of the three (3) years next preceding their election.

Members serving on the Nominating Committee are not eligible for election to office unless the

nominee of the Committee for a particular office is rejected by the House and the name of a

Member of the Nominating Committee is placed in nomination from the floor. No candidate

shall be elected to office who has not duly registered and in attendance at the present

Convention. The candidate need not be physically present at the time of election.

C. Election:

1. The Nominating Committee shall be elected on the last day of business of the

House of Delegates session of each Annual Meeting and makes its report on the

last day of business at the subsequent Annual Meeting of the House of Delegates.

Immediately thereafter, the election of Officers shall be the next item of business.

2. Election shall be by ballot: A majority of the votes cast shall be necessary for

election. In case no nominee receives a majority of the votes on the first ballot,

the nominee receiving the lowest number of votes shall be dropped and a new

ballot taken. This procedure shall be continued until one of the nominees receives

the majority of the votes cast. When there is only one nominee for the office, a

majority vote without ballot shall elect.

HOD 07.27.11

25

D. Installation: All newly elected Officers shall be installed and start their terms of office

as the last order of business of the Annual Convention and Scientific Assembly.

Section 5. SPECIAL ELECTIONS

A. For the Distinguished Service Award: During the course of every Annual Convention

the House of Delegates may select an Active Member to be the recipient of the Distinguished

Service Award of the Association. No more than three nominees for the Award shall be

presented by the Board of Trustees. Immediately after the nominations are placed before the

House, the selection of the recipient shall be made by ballot and in the same manner as the

Officers are elected.

B. For the Practitioner of the Year Award: At every Annual Convention the House of

Delegates may select an Active Member to be the recipient of the Practitioner of the Year

Award. Three nominees for the Award shall be presented by the Board of Trustees.

Immediately thereafter, the selection of the recipient shall be made by ballot in the same manner

as the Officers are elected.

C. For Honorary Membership: Nominations for Honorary Membership shall be

submitted by the Sections to the Secretary of the House of Delegates not later than the second

day of the Scientific Assembly. These nominations shall be referred to the Council on

Educational Affairs for careful consideration of the personal character and professional

attainments of the candidates and for its recommendations. At each Annual Convention, and

immediately following the election of General Officers, the House of Delegates may elect to

Honorary Membership not more than three of the candidates recommended by the Council on

Educational Affairs. This number may be increased only on the special recommendation of the

Council on Educational Affairs and by three-fourths majority vote of the House of Delegates.

Chapter V. Rights and Duties of Officers

Section 1. PRESIDENT

The newly installed President shall:

A. Preside and give the inaugural address at the Formal Opening Meeting of the

Association;

B. Deliver the Annual Address to an open session of the House of Delegates;

C. Submit the recommendations for action to the Board of Trustees and to the House of

Delegates;

D. Participate with the right to vote in the open sessions of the Board of Trustees and the

House of Delegates;

HOD 07.27.11

26

E. Appoint, subject to the approval of the House of Delegates, the Members of all

Councils as terms expire or vacancies occur;

F. Appoint, subject to confirmation by the Board of Trustees, the Councils and other

Committees as requested for emergencies, and for purposes not otherwise provided for

in these By-laws;

G. Shall deliver a final report of his/her stewardship of the Presidency, as provided in

Chapter II, Section 1, paragraph C, of these By-laws; and

H. Become a Member of the Board of Trustees as the Immediate Past President for a one

(1) year term with the right to vote immediately after the term of office as President

expires.

Section 2. PRESIDENT-ELECT

A. The President-Elect shall cooperate with the President; visit as many of the State

Societies as possible; shall officiate for the President in his/her absence at his/her

request; shall assume the duties of the President for the un-expired term in case of the

President’s removal by resignation, illness, death or other cause, and shall work with

the President for the advancement of the Association.

B. Become a member of the Board of Trustees and the Executive Committee immediately

after his/her installation as President-Elect; and serve for a one (1) year term, ex-

officio. The President-Elect shall collaborate with the other General Officers for the

advancement of the Association.

Section 3. EXECUTIVE DIRECTOR

The Executive Director shall be appointed by the Board of Trustees, on the

recommendation of a Committee composed of the Chairman of the Board of Trustees, the

Speaker of the House of Delegates and the President, to serve at the discretion of the Board

of Trustees and the House of Delegates. He/she shall have administrative responsibility

under the Chairman of the Board of Trustees for the daily direction and integration of the

activities of the Association, as voted by the Trustees and the House of Delegates. In

addition to the duties ordinarily devolving on the secretary of a corporation and those

assigned to him/her in other sections of these By-laws, he/she shall:

A. Give due notice of the time and place of the Annual Conventions and send official

notices of each Convention to the Secretary of each State Society and to the secretary

of each Section;

HOD 07.27.11

27

B. Verify the credentials of the Members of the House of Delegates, make adequate

provision for registration and provide adequate clerical services during each

convention;

C. Give adequate publicity to all meetings of the Association, including the preparation of

releases to the press;

D. Prepare under the general supervision of the Board of Trustees, the official programs of

each Annual Convention on the basis of data provided him/her by the Council on

Educational Affairs, the Speaker of the House, and the local committee on

arrangements of the Host Society of the Association, and see that the official programs

are printed and distributed;

E. Have custody of the official books, records and papers of the Association, including the

Constitution and By-laws, their amendments, and the minutes of the proceedings of the

House of Delegates; and receive duplicate copies of individual reports presented to the

House of Delegates and/or Board of Trustees so as to provide to the National Office

centralized collection and control of information and data;

F. Carry on official correspondence of the Association, including such matters as notifying

Officers of their election, Committees of their appointment and duties and all notices

required by the Constitution and By-laws or by order of the House of Delegates or the

Board of Trustees;

G. Contract and arrange for the Industrial (Commercial) Exhibits at each Convention,

under the supervision of the Board of Trustees;

H. Cooperate with the Chairman of the Board in preparing the agenda for the meetings of

the Board and its Executive Committee;

I. Handle membership promotion, records and collection of monies for the Association,

under the supervision of the Board of Trustees; maintain current a directory and

biographical file of the Members of the Association; receive all monies due the

Association, issue receipts for the same; make payments for budgetary items as

directed by the Board of Trustees; forward monies to the Treasurer to be deposited as

provided in these By-laws; prepare a statement of estimated annual income and

expenditure for the consideration of the Board of Trustees; prepare all vouchers for

payment by the Treasurer, keep an account of all receipts and expenditures, and

assemble and distribute the proceedings of the Board of Trustees and House of

Delegates;

J. Report in writing to the Board of Trustees any complaint brought to his attention or

observed by him/her relative to violation of rules and regulations, commitments or

expenditures; and

HOD 07.27.11

28

K. Perform such other duties as may be assigned to him/her by the House of Delegates or

the Board of Trustees.

L. Give the Board of Trustees a suitable bond for the faithful performance of his/her

duties, the premium of such bond to be paid by the Association. The Executive Director

shall be paid a monthly salary and his/her office shall be provided with funds for

secretarial and clerical personnel which will be his/her full responsibility, supplies and

other expenditures, as determined in the annual budget for his/her office, recommended

by the Board of Trustees and approved by the House of Delegates.

M. Upon a vacancy in the Executive Director position, the Board of Trustees by majority

vote can deem that an Interim Executive Director with all the powers, duties, and rights

of the Executive Director be appointed. The appointment and approval process will

follow the appointment and approval process of the Executive Director, including being

chosen by a select committee comprised of the Speaker of the House, the President, and

the Chairperson of the Board of Trustees, and ratified by a majority vote of the Board of

Trustees. The ratification vote is to occur within fifteen days of the applicant’s

presentation to the Board of Trustees. The Interim Executive Director must be ratified

by the Board of Trustees before assuming the duties of the position.

Section 4. TREASURER

A. The Treasurer shall be the custodian of monies, securities, and deeds belonging to the

Association and shall hold same subject to the direction and disposition of the Board of

Trustees, as provided in these By-laws.

B. All monies shall be received from the Executive Director upon collection.

C. All monies of the Association received by the Treasurer shall be deposited in the name

of the National Medical Association, Inc., in banks selected by the Treasurer and

approved by the Board of Trustees.

D. All disbursements shall be made by the Treasurer. Expenditures under a ceiling shall

be paid by the Executive Director from a revolving fund provided by the Treasurer.

Such expenditures shall be reimbursed by accountable receipts of previous

disbursements. The amount of the ceiling and the revolving fund shall be determined

yearly by the Board of Trustees after consultation with the Treasurer and the Executive

Director.

E. Disbursements shall be made on the basis of the budgets approved by the House of

Delegates, the explicit authorization of the Board of Trustees and the receipt of

properly signed vouchers.

F. The Treasurer may participate in the open sessions of the Board of Trustees, the

Executive Committee and the Council on Endowment without the right to vote.

HOD 07.27.11

29

G. He/she shall give the Board of Trustees a suitable bond for the faithful performance of

his/her duties, the premium for such bond to be paid by the Association.

H. The Treasurer shall receive a stipend and shall have at his/her disposal for the efficient

conduct of his/her office such monies as are provided in a budget recommended by the

Board of Trustees and approved by the House of Delegates.

I. The financial books of the Executive Director and Treasurer, and other Officers dealing

with finances, shall close annually on December 31, and be audited by a certified

public accounting agency, selected by the Board of Trustees.

J. The Treasurer shall prepare financial statements for each Board of Trustees meeting

and for the House of Delegates Annual and Interim meetings.

Section 5. SPEAKER OF THE HOUSE OF DELEGATES

The Speaker shall preside at the meetings of the House of Delegates and shall perform such

duties as custom and parliamentary usage require. At the Opening Meeting he/she shall

address the House of Delegates relative to matters of conduct and procedure in the House.

He/she shall have the right to vote only in case of tie. The Speaker shall appoint Reference

and Special Committees, as provided in these By-laws. He/she may appoint a Public

Relations Assistant, when deemed necessary, to assist the Executive Director in the

improvement of public relations and in providing adequate national or local publicity.

He/she may participate, ex-officio and with the right to vote, in all sessions of the Board of

Trustees. He/she may participate, ex-officio and with the right to vote, in all sessions of the

Executive Committee.

Section 6. VICE SPEAKER

The Vice Speaker shall officiate for the Speaker in the latter's absence or at his/her request.

In case of death, resignation or removal of the Speaker, the Vice Speaker shall officiate

during the unexpired term. The Vice Speaker shall also serve as Parliamentarian.

Section 7. SECRETARY OF THE HOUSE OF DELEGATES

The Secretary of the House of Delegates shall keep accurate records of the attendance of

and of the minutes of the proceedings of the House of Delegates. He/she shall be the

custodian of all reports, recommendations and other material pertinent to his/her office. At

the conclusion of each Convention he/she shall transmit to the Executive Director all

reports, recommendations, resolutions and other records for compilation in the minutes of

the House of Delegates.

Section 8. GENERAL POLICY

No Officer of the Association may become an employee of the Association unless he/she

resigns from the office that he/she holds.

HOD 07.27.11

30

Chapter VI. Board of Trustees

Section 1. COMPOSITION

The Board of Trustees shall consist of thirteen (13) elected Trustees, the Post Graduate

Physician Trustee and the Student Trustee, elected as provided in Article V of the

Constitution, and the President and Immediate Past President as provided in Chapter V of

these By-laws. The Speaker of the House of Delegates may participate, ex-officio and with

the right to vote, in all sessions of the Board. The President–Elect, the Executive Director

and the Treasurer may participate, ex-officio and without the right to vote, in the open

sessions of the Board. The Vice-Speaker and Secretary of the House of Delegates, the

Editor of the Journal and others may attend the meetings of the Board when invited to do

so.

The National Medical Association is divided into six (6) Regions. There shall be no more

than two (2) elected Trustees from any one (1) Region serving on the Board of Trustees at

any one time except for Region I. No more than one (1) Trustee can be from any one (1)

state, district or territory.

The original National Medical Association charter mandates a statutory seat for New

Jersey. This statutory seat does not count as one of the two (2) Trustee seats from Region I.

Section 2. ORGANIZATION

Immediately after the election meeting of the House of Delegates, the Board of Trustees

shall meet and shall organize by the election of a Chairman, Secretary, and an Executive

Committee of eight (8) consisting of these two Officers, the President and two (2) other

Trustees. The Speaker of the House of Delegates shall serve on the Executive Committee

ex officio and with a vote. The President-Elect and the Treasurer shall serve on the

Executive Committee ex officio and without a vote. The Chairman shall have served at

least one three (3) year term on the Board of Trustees before becoming eligible for election.

Section 3. MEETINGS

A. The Board of Trustees shall meet in open or closed sessions. Any such session may be

conducted by electronic means. Open sessions may be attended by Officers, as provided

in the By-laws and by those whom the Board may invite to appear before it. Closed

sessions may be attended by the Members of the Board. Other national officers may

attend ex-officio and without the right to vote.

B. During each Annual Convention the Board of Trustees shall meet as often as deemed

necessary by the Chairman. The Executive Committee of the Board or the Board as a

whole, if necessary, shall hold an Interim Meeting, preferably in the place where the next

Convention is to be held, in order to review the local facilities and arrangements, while

attending to the business of the Association.

HOD 07.27.11

31

C. Under circumstances of extreme urgency and importance, special meetings of the Board

may be called at any time by the Chairman or at the request of seven (7) members of the

Board, by mailing a written notice to each Trustee at least seven (7) days before such

meeting is to be held, in which notice shall be specified the object of such special

meeting. At special meetings of the Board only the business for which the meetings

called shall be transacted. Seven voting members of the Board shall constitute a quorum.

Section 4. RIGHTS AND DUTIES

In addition to the rights and duties conferred or imposed on the Board of Trustees in the

Constitution and elsewhere in these By-laws, the Board shall:

A. Perform all acts and transact all business for or on behalf of the Association, and

manage the property and conduct the affairs, work and activities of the Association,

except as may be specifically provided to the contrary in the Constitution and in these

By-laws, subject to the final authority of the House of Delegates.

The General Officers, the Officers of the Board of Trustees, the Editor of the Journal,

the Publication Committee, the several Councils, the several Sections of the Scientific

Assembly, and the Executive Director shall submit their budgets to the Board of

Trustees for its consideration. The Board of Trustees shall recommend to the House of

Delegates for its approval such budgets as it endorses either in their original forms or as

amended. All resolutions and actions of the House of Delegates or of the Officers and

Councils of the Association which require the expenditure of money not already

provided for in the budgets approved by the House of Delegates, must be approved by

the Board of Trustees to become effective. Such disbursements authorized by the

Board shall be made without hindrance by the Officers concerned, but shall be

presented by the Board to the House of Delegates for review and reaction thereto.

B. Provide for, superintend the publication, and determine the editorial policies of the

Journal of the National Medical Association. To this end the Board shall:

1. Determine the part of each Member's annual dues which shall cover the cost of

subscription to the Journal. The Board shall instruct the Executive Director to

maintain a separate Journal Account, consisting of the income of the Journal from

subscriptions and advertising, from which the cost of publication of the Journal

shall be met;

2. Appoint an Editor of the Journal, on recommendation of the Publication

Committee, approve the appointment of such assistants as may be deemed

necessary and recommend their salaries and determine the terms and conditions of

their appointment. The Editor of the Journal shall be directly responsible to the

Board of Trustees; shall nominate his/her assistant or assistants and the editorial

staff for approval by the Board, and shall be solely responsible to the Board for the

content of the Journal, except advertising, subject to the appraisal of the

Publication Committee;

HOD 07.27.11

32

3. Appoint a Publication Committee of three active Members of the Association. The

Publication Committee shall be directly responsible to the Board of Trustees and is

the agent of the Board in dealing with the Publisher; shall evaluate the contents

and editorial policies of the Journal on a continuing basis and give the Board

advice as indicated by its findings; shall determine the amount and approve the

content of all advertising appearing in the Journal; shall supervise all matters

dealing with pagination and finances; may call meetings and summon consultants,

subject to the approval of the Chairman of the Board, whenever necessary for the

improvement of the Journal, and shall defray the expenses of such meetings from

the Journal fund; and

4. Select a Publisher after consideration of the recommendations of the Publication

Committee.

C. Control all arrangements for the Annual Conventions. It shall see to it that adequate

provisions are made for the meetings of the House of Delegates, the meetings of the

Scientific Assembly, and the public meetings of the Association as a whole. It shall

have control of all exhibits, through the Executive Director and the Chairman of the

Council on Scientific Exhibits. It may appoint or approve the appointment of a local

Committee to assist the Board in making arrangements for the Annual Convention.

D. Fill vacancies among the General Officers, until the next Convention, unless otherwise

provided for in the Constitution and these By-laws.

E. Have the accounts and books of the Executive Director, the Treasurer and the Journal

audited by a certified public accountant annually.

F. Make proper financial reports concerning the Association, including the submission

and recommendation of all budgets for the approval of the House of Delegates.

G. Provide for the Distinguished Service Award and the Practitioner of the Year Award of

the National Medical Association. Each award shall consist of a medal and a citation,

which shall be prepared under the supervision of the Board of Trustees and shall be

presented each year at a time and in a manner determined by the Board. The Board shall

review carefully the nominees for each award on the basis of criteria established for each

one, select not more than three for each award and submit its selections to the House of

Delegates for its consideration, together with a brief statement of the findings of the

Council on each award with respect to each nominee.

Chapter VII. Regions of National Medical Association

The National Medical Association is divided into six (6) Regions covering specific

geographical areas. Each Region is organized having the following Officers: Chairman, Vice

Chairman, Secretary and Treasurer (or a Secretary/Treasurer).

HOD 07.27.11

33

Each Region is financed by a fee for each Member established by the Board of Trustees

and approved by the House of Delegates which is collected with the prevailing national dues and

which is separate from the national dues.

Region I--Consists of the following states and territories: Connecticut, Maine, Massachusetts,

New Hampshire, New Jersey, New York, Puerto Rico, Rhode Island, Vermont, and the Virgin

Islands.

Region II--Consists of the following states: Delaware, District of Columbia, Maryland,

Pennsylvania, Virginia, and West Virginia.

Region III--Consists of the following states: Alabama, Florida, Georgia, Kentucky, Mississippi,

North Carolina, South Carolina, and Tennessee.

Region IV--Consists of the following states: Illinois, Indiana, Michigan, Minnesota, Ohio, and

Wisconsin.

Region V--Consists of the following states: Arkansas, Iowa, Kansas, Louisiana, Missouri,

Nebraska, New Mexico, Oklahoma, and Texas.

Region VI--Consists of the following states: Alaska, Arizona, California, Colorado, Hawaii,

Idaho, Montana, Nevada, North Dakota, Oregon, South Dakota, Utah, Washington, and

Wyoming.

Chapter VIII. Councils and Committees

Section 1. CLASSIFICATION

The following classes of Committees are hereby provided:

A. Standing Committees, designated as Councils

B. Reference Committees

C. Special Committees

The Members of the Councils shall be named by the President, subject to the approval of

the House of Delegates. The Reference Committees shall be appointed by the Speaker as

provided in these By-laws. The Special Committees shall be appointed by the Speaker, unless

otherwise ordered by the House.

Section 2. MEMBERS OF COUNCILS AND COMMITTEES

Any Active Member of the Association is eligible to serve on a Council or a Special

Committee. Membership on Reference Committees is restricted to Delegates. Membership on

the Judicial Council is restricted to Active Members who hold no other office in the organization,

HOD 07.27.11

34

at any level, and who are not Members of the House of Delegates. In case of vacancies

occurring during the interval between Annual Conventions, the Officers or body which made the

original nomination shall appoint an eligible Member to fill the vacancy until the next

Convention. Membership on Councils and Committees for any individual Member or Delegate

should not exceed two (2) appointments except for appointments to an Ad Hoc Committee or a

Task Force.

Section 3. RELATIONSHIP OF BOARD OF TRUSTEES TO COUNCILS AND

COMMITTEES

Constitutionally (and by By-laws) those Councils and Committees that function during the

interval between Conventions shall report to the Board of Trustees at its interval meetings if

there is need for implementation of its findings as stipulated at the time of appointment.

Otherwise the Committee reports to its parent body at its next regular session or at a call meeting

for that stipulated purpose after ten (10) days notice has been given.

Special Committees appointed by the House of Delegates will report directly back to the

House during its next regular session or will report at a special call meeting for that stipulated

purpose after ten (10) days due notice has been given.

Section 4. COUNCILS

The following are the Standing Committees or Councils of the Association: Council on

Medical Legislation; Council on Maternal and Child Health; Past Presidents Council; Judicial

Council; Council on Educational Affairs; Council on Concerns of Women Physicians; Council

on Clinical Practice and Council on International Affairs.

A. General Considerations:

1. Membership: The Judicial Council and the Council on Maternal and Child Health

shall consist of five (5) Members each. The Council on Medical Legislation shall

consist of eleven (11) Members. The Council on Concerns of Women Physicians,

the Council on Clinical Practice and the Council on International Affairs shall

consist of fifteen (15) Members each. Terms shall be for three (3) years and shall

be so arranged that one third of the membership of each Council is appointed each

year except for the Judicial Council. The term for Members of the Judicial Council

shall be five (5) years. No Member of any Council shall serve for more than two

(2) consecutive terms except for Members of the Past Presidents Council.

2. Officers: The Councils shall elect their own Officers except that the Executive

Director shall be the Secretary of the Council on Educational Affairs. No member

shall serve simultaneously as the Chair of both a House of Delegates Reference

committee and a National Medical Association Council.

HOD 07.27.11

35

3. Expenditures: Each Council shall have funds for its operation as provided in

Article IX, Section 2, of the Constitution and in Chapter VI, Section 4, A, of these

By-laws. No Council shall expend or contract to expend any money in excess of

that provided in its budget without the consent and approval in writing of the

Board of Trustees.

4. Rules and Regulations: Each Council shall formulate its own rules to govern its

actions, provided such rules are not in conflict with the Constitution, these By-

laws or resolutions of the House of Delegates, and they are approved by the Board

of Trustees.

5. Subcommittees: Each Council shall have the authority to appoint Subcommittees,

subject to the approval of the Board of Trustees.

6. Headquarters: The Headquarters of each Council shall be the National Office of

the Association.

7. Reports: Each Council shall keep the Board of Trustees posted on its activities

and it shall submit annually a report of its activities to the House of Delegates,

through the Board of Trustees.

8. Attendance: The absence of a Council Member from two consecutive Council

meetings, including the Interim Meeting if scheduled, shall be grounds for removal

from the Council. Absences may be excused for unusual circumstances.

9. Quorum: A quorum of a Council shall consist of a majority of its members.

B. The Judicial Council: The judicial power of the Association shall be vested in the

Judicial Council, whose decisions shall be final, either ab initio or upon reconsideration

of a decision based on an appeal for cause. An appeal for reconsideration may be filed

with the Council by the aggrieved, by a Member of the Council, or by majority vote of

the Board of Trustees. The Members of the Judicial Council shall be present for all

sessions of the House of Delegates and sit in an identified section within the House.

The Judicial Council shall have original jurisdiction in:

1. All questions involving membership in the Association and the obligations, rights

and privileges of membership;

2. All controversies arising under this Constitution and these By-laws and under the

Principles of Medical Ethics to which the National Medical Association is a party;

and

3. Controversies:

a. Between two (2) or more State Societies or their Members.

HOD 07.27.11

36

b. Between a State Society and a Local Society or societies of another

association or associations, or their members.

4. The Judicial Council shall have appellate jurisdiction in questions of legal

procedure but not a fact in all cases which arise:

a. Between a State Society and one (1) or more of its Local Societies;

b. Between Local Societies of the same State Societies;

c. Between a Member or Members and the Local Society or the State Society

to which said Member or Members belong; and

d. Between Members of different Local Societies of the same State Societies.

The period of time within appeals to the Judicial Council may be taken shall

be limited to six (6) months following the date of decision by the constituted

authority of the State Society or the date of decision by the Judicial Council.

The Judicial Council shall pass upon applications for membership in the National

Medical Association as provided in Chapter I, Sections 1, 2, 3, and 4, of these By-

laws.

The Judicial Council shall have jurisdiction on all questions of ethics and the

interpretation of the laws of the Association.

The Judicial Council may, as its discretion, investigate general professional

conditions and all matters pertaining to the relations of physicians to one another

and to the public, including state and national legislation, and make such

recommendations to the House of Delegates or the State Societies as it deems

necessary.

The Judicial Council shall have the authority to request the President to appoint

investigating juries to which it may refer complaints or evidence of unethical

conduct which, in its judgment, are of greater than local concern. Such

investigating juries, if probable cause for action be shown, shall report with formal

charges to the President, who shall appoint a prosecutor to prosecute such charges

before the Judicial Council in the name and on behalf of the National Medical

Association. The Judicial Council may acquit, admonish, suspend or expel the

accused.

The Members of the Judicial Council shall be Ex-officio Members of the

Committee on Amendments to the Constitution and By-laws.

C. The Council on Educational Affairs

The membership on this Council shall consist of five (5) appointed At-Large

Members, one (1) Member from each of the minority medical schools and four (4)

HOD 07.27.11

37

Members from majority medical schools, two (2) Members from the remaining

African-American owned hospitals, one (1) from a small hospital and one (1) from

a teaching hospital, and the Post Graduate Physician Trustee. There shall also be a

Medical Student Representative. The functions of the Council on Educational

Affairs shall be:

1. To secure adequate performance by and cooperation between Sections and

to stimulate interest in the development of their scientific programs;

2. To pass on questions of policy relating to scientific work and to investigate

and report on scientific questions, either on its own initiative or when such

questions are referred to it by the House of Delegates;

3. To submit recommendations to the House of Delegates concerning

applications for new Sections or discontinuing or reorganizing existing

Sections;

4. To prepare the programs for the General Meetings of the Scientific

Assembly, with the collaboration of the Executive Director and the Local

Committee on Arrangements, and with the collaboration of the Section

officers, in combining and scheduling the Section programs;

5. To investigate premedical, undergraduate, postgraduate and graduate

medical education, the professional and educational work of hospitals and

related subjects;

6. To suggest and aid instituting means and methods of improving conditions

in these fields;

7. To locate gifted young people wherever then may be and to motivate them

to strive for the fullest development of their talents;

8. To inform the young of the nature of health careers and the opportunities

available to them and to stimulate them to seek entry into the medical and

paramedical professions;

9. To develop a national program for the purpose of talent recruitment. This

program should embody national guidelines but permit flexibility for

adaptations to regional or local needs and interests. The program should

also include collaboration with the programs of other organizations and

agencies pursuing the same ends. The program should seek to enlist the

active participation of the Auxiliary and its constituent units, and the

individual Members and their spouses. Local variety and initiative in

special projects should be encouraged.

HOD 07.27.11

38

10. To seek, in addition to such funds as the National Medical Association may

provide for its operation, from private or public sources, such as foundations

or government agencies, funds to implement its large-scale operations;

11. To keep abreast of all developments in the field of talent recruitment and

avail itself of the services of its National Advisory Committee, composed of

distinguished lay experts and Subcommittees of the Scientific Council;

12. To administer the Scholarship Fund of the National Medical Association;

13. To seek funds from other organizations and public or private agencies which

may be assigned and awarded through the National Medical Association;

and

14. To carry into effect such suggestions as may be made by the House of

Delegates.

D. Past Presidents Council: The Council is composed of the Past Presidents of the National

Medical Association. The function is to provide the organization with the historic

expertise resulting from the knowledge and wisdom of the Past Presidents of the

National Medical Association. The Council is to convene annually at the Convention

and to present resolutions on the state of the organization and matters pertaining to

public health and medical care to the House of Delegates.

1. Functions:

a. The Past Presidents Council shall be responsible for:

1. The procedures involved in the selection of the Distinguished Service

Award and Achievement Award; and

2. The procedures involved in the selection of the Practitioner of the Year

Award and Local Society of the Year Awards.

3. Each Section shall set its own rules, subject to approval by the Board of

Trustees.

2. Procedures: Under the supervision of the Chairman, each section shall:

a. Receive nominations for its award from individual Members, Local

Societies, State Societies and from the various Sections of the Scientific

Assembly;

b. Collect and investigate data in support of each nominee;

HOD 07.27.11

39

c. Evaluate the merits of each nominee on the basis of the following

criteria.

For the Achievement Award: given for noted national and international

achievement and prominence.

Criteria:

1. Awardee must have made significant contributions that are

recognized on a national and international level.

2. Awardee must be recognized by the international medical

community as a scholar in medical science.

3. Awardee need not be a Member of the National Medical

Association. This enables the Association to reach beyond its

membership to honor qualified candidates.

For the Local Societies of the Year Award: Two awards will be given: (1) Large

Local Society Award (at least 100 members) and (2) Small Local Society Award

(less than 100 members).

Criteria:

1. Local Societies must demonstrate recruitment and growth in

membership during the year.

2. Local Societies must provide evidence of Health Education

Programs in the community during the respective year.

3. Local Societies must provide evidence of continuing Medical

Education Programs for the benefit of its members.

For the Distinguished Service Award:

Criteria:

1. He/she shall have been a Member in good standing of the National

Medical Association for not less than three (3) of the most recent

four (4) years.

2. He/she must have shown in his/her professional and personal life

that he/she supports the objectives of the National Medical

Association.

3. He/she must have done exceptional work in one (1) or more of the

three (3) areas wherein the medical profession expresses its

concern for mankind; namely, service, research and teaching.

He/she must be acclaimed at the international or national level, or

even at the local level, provided the acclaim extends into the state,

beyond the boundaries of his/her community.

HOD 07.27.11

40

4. The basis for selection may be, but shall not be limited to,

exceptional merit in rendering services to the National Medical

Association.

5. If a candidate should fail to satisfy any of the criteria included

under headings 2, 3 or 4 above, his/her qualifications shall be

considered carefully by the Section on the Distinguished Service

Award of the Past Presidents Council and if in its wisdom, the

Section decides to approve his/her candidacy for nomination, the

Section shall submit his/her name coupled with a special

justification in his/her behalf as an exception to the requirements

for the award.

For the Practitioner of the Year Award:

Criteria:

1. He/she shall have been a Member in good standing of the National

Medical Association for not less than three (3) of the four (4) most

recent years.

2. He/she must have shown in his/her professional and personal life

that he/she supports the objectives of the National Medical

Association.

3. He/she must be highly regarded in his/her community as a

physician and as a person, so certified by responsible citizens of

the community.

4. He/she must have shown the quality of compassion without which

the practice of medicine can generate into a trade.

5. He/she must have become involved in problems of the community,

and worked for the betterment thereof, apart from those efforts

which relate solely to the practice of medicine.

d. Submit to the Board of Trustees a list of no more than six (6) nominees,

arranged in the order of the Sections' preference.

E. The Council on Medical Legislation: The functions of this Council shall be:

1. To coordinate policy questions between the Board of Trustees and other

components of the Association in developing appropriate thrusts for the

organization in legislative matters;

HOD 07.27.11

41

2. To initiate and prepare the National Medical Association position papers and

resolutions on legislative and regulatory matters for approval by the Board of

Trustees and/or the House of Delegates;

3. To prepare the National Medical Association position papers and resolutions

on legislative and regulatory matters and to otherwise assist the Officers, Board

of Trustees, House of Delegates and Members of the National Medical

Association upon request;

4. To assist in the preparation of testimony of legislative matters to be given by

its officers;

5. To coordinate position papers and resolutions with the Scientific Council,

Sections, and Local Societies;

6. To suggest, facilitate and collate the National Medical Association position

papers and resolutions of the House of Delegates;

7. To utilize internal and external consultants;

8. To address a variety of public health issues including but not limited to

Hypertension, Nutrition, Cancer, Occupational and Environmental Health,

Substance Abuse and Mental Health. This Council may form Subcommittees

to address specific areas such as those above;

9. To assist other Committees and Councils as appropriate; and

10. To monitor and follow the results and effectiveness of its past activities.

F. The Council on Concerns of Women Physicians: The functions of the Council will

be as follows:

1. To ensure that the National Medical Association's policy positions and

programs at all levels (national, regional, state and local) reflect the interest and

concerns of women physicians of African descent and that they result from

meaningful participation of women in policy development and program

implementation.

2. Advocate for the elimination of gender and racial disparity in hiring practices,

salaries, training programs, research opportunities and career advancement.

3. Focus efforts on increasing the numbers of, and mentoring to, women of

African descent entering medical school and postgraduate training.

HOD 07.27.11

42

4. Participate in research activities on topics which concern, or disproportionately

affect women physicians of African descent.

5. Establish links with other organizations dedicated to the advancement of

professional women.

6. Provide support for women in leadership positions within the National Medical

Association and continue to honor women of African descent who have

excelled in the areas of medicine, community service, humanitarian works and

service to the NMA

G. Council on Maternal and Child Health: The functions of the Council shall be:

1. To seek means to improve care of the obstetrical patient and her newborn;

2. To provide means for physicians and other health care providers interested in

maternal and child health and the special health care needs of adolescents, and

to investigate mutual problems and share ideas;

3. To work in close cooperation with national and state agencies and medical

specialty organizations with a national and international focus.

H. Council on Clinical Practice: The functions of the Council shall be:

1. To keep abreast of national and local regulations and developments regarding

clinical practice, healthcare quality, and patient safety.

2. Prepare position papers regarding implementation of regulations for approval

by the House of Delegates/Board of Trustees.

3. Prepare scientific programs in conjunction with the Council on Educational

Affairs, for physicians to improve their chart documentation and clinical

practice.

4. To review, on a case by case basis, physicians who feel that they have been

injured unfairly by the peer review process.

I. Council on International Affairs: The functions of the Council shall be

1. To establish linkages between organizations of health care providers of African

descent worldwide;

2. To provide, when and wherever possible, physical, technical and intellectual

resources to international physicians of African descent and their communities;

HOD 07.27.11

43

3. To implement, or assist in the implementation of, pertinent items and resolutions

concerning international affairs.

Section 5. COMMITTEES

A. Appointment: Immediately after the organization of the House of Delegates at each

Annual Convention, the Speaker of the House shall appoint from the Members of

the House the Reference Committees, except for the Nominating Committee, and

such Special Committees as may be deemed expedient by the House of Delegates.

Each Committee shall consist of five (5) Members with, unless otherwise provided,

the Chairman to be specified by the Speaker. Terms shall be for two (2) years and

shall be so arranged that one half of the membership of each Committee shall be

appointed each year. No member of any Committee shall serve for more than two

(2) consecutive terms except for members of Special Committees.

B. Referrals: Resolutions, measures and propositions presented to the House of

Delegates shall be referred to the appropriate Reference Committee, which shall

report to the House before final action shall be taken, unless otherwise ordered

unanimously by the House of Delegates.

C. Procedures: Each Reference Committee shall convene as soon as possible after the

adjournment of each meeting of the House, or during the meeting if necessary; shall

consider such business as may have been referred to it, and shall report on the same

at the next meeting or when requested to do so. Three Members of each Committee

shall constitute a quorum.

D. Reference Committees: The following Reference Committees are hereby provided:

1. A Committee on Credentials and Rules and Order of Business, to which shall

be referred all questions regarding the registration and the credentials of

Delegates and all matters governing the actions, methods or procedure and

order of business of the House of Delegates.

2. A Committee on Amendments to the Constitution and By-laws, to which shall

be referred all proposed amendments to the Constitution and By-laws. The

committee will review all House of Delegates actions taken at the most recent

meeting for corrections and clarifications of the Constitution and By-laws.

The members of the Judicial Council shall be ex-officio members of this

Committee.

3. A Committee on Administrative and Financial Affairs which gives policy and

guidance to the House of Delegates on administrative and financial affairs;

and assures that resources are available by coordination with the Finance and

Resource Development Committee of the Board of Trustees for programs and

functions approved by the House of Delegates.

HOD 07.27.11

44

4. A Nominating Committee of five members, elected to two year staggered

terms, which shall be elected by the House of Delegates to provide nominees

for the offices of President-Elect, Treasurer, Speaker, Vice-Speaker and

Secretary of the House of Delegates and the members of the Board of Trustees

whose terms are due to expire.

a. The Nominating Committee shall be elected on the last day of

business of the House of Delegates session of the Annual Meeting

and shall not start official duties until the end of the Annual

Meeting. The Committee will make its report on the last day of

business at the subsequent Annual meeting of the House of

Delegates. Immediately thereafter, the election of Officers shall be

the next item of business.

b. Members serving on the Nominating Committee are not eligible for

election to office unless the nominee of the Committee for a

particular office is rejected by the House of Delegates and the name

of a member of the Nominating Committee is placed in nomination

from the floor.]

c. The members of the committee shall elect the Chair of the

Nominating Committee.

5. A Committee on Medical Economics to which will be referred all

matters pertaining to the economics of the health care delivery system such as

Medicare, Medicaid, managed health care, third party payors, etc.

6. A Committee on Medical Education to which will be referred all matters

pertaining to the education of physicians and allied health providers.

7. A Committee on Public Health and Consumer Affairs, to which shall be

referred all matters relating to hygiene and public health.

E. Special Committees: Special Committees may be created by the House of

Delegates for specified purposes. The number and the manner of their appointment

shall be left to the discretion of the Speaker unless otherwise provided in the

motions authorizing their creation.

Chapter IX. Friends of the National Medical Association

Section 1 ELIGIBILITY

Individuals, nonprofit corporations and for-profit corporations who have a close working

relationship with the National Medical Association, who wish to advance or promote Association

goals and objectives, or who have performed extraordinary work in the attainment of an

Association goal or objective, are eligible to become a Friend of the National Medical

Association.

HOD 07.27.11

45

Section 2 APPROVAL

Friendship may be attained upon the approval of the Board of Trustees, and upon the receipt of

appropriate Dues by the Office of the Executive Director.

Section 3 TERM AND DUES

The standard period of Friendship is one (1) year. The amount of yearly dues and the rights of

each individual Friend or Friend category shall be determined by the Board of Trustees.

HOD 07.27.11

46

Chapter X. Miscellaneous Matters

Section 1. RULES OF ORDER

In the absence of any provisions to the contrary in the Constitution and these By-laws, all

general meetings of the Association and all meetings of the House of Delegates, of the Scientific

Assembly and its Sections, of all Councils and of all Committees shall be governed by the

parliamentary rules and usage contained in the then current edition of Robert's "Rules of Order,

Revised."

Section 2. PUBLIC STATEMENTS AND COMMITMENTS

No memorial, resolution or opinion of any character whatsoever shall be issued in the

name of the National Medical Association unless it has been approved by the House of

Delegates, or, in its absence, the Board of Trustees. The National Medical Association shall not

be responsible for any statement or commitment made in its name without the prior approval of

the House of Delegates or of the Board of Trustees, subject to the approval of the House of

Delegates.

Section 3. NET EARNINGS AND PROHIBITED ACTIVITIES

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to,

its members, trustees, officers, or other private persons, except that the corporation 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 Article II hereof. No

substantial part of the activities of the corporation shall be the carrying on of propaganda, or

otherwise attempting to influence legislation, and the corporation shall not participate in, or

intervene in (including the publishing or distribution of statements) any political campaign on

behalf of, or in opposition to, any candidate for public office.

Notwithstanding any other provision of these bylaws, the corporation shall not carry on any other

activities not permitted to be carried on (a) by a corporation exempt from federal income tax

under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future

federal tax code, or (b) by a corporation, contributions to which are deductible under Section

170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax

code.

Section 4. DISSOLUTION OF THE CORPORATION

Upon dissolution of the corporation, assets shall be distributed for one or more exempt

purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the

corresponding section of any future federal tax code, or shall be distributed to the federal

government, or to a state or local government, for a public purpose. Any such assets not so

disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the

principal office of the corporation is then located, exclusively for such purposes or to such

HOD 07.27.11

47

organization or organizations, as said Court shall determine, which are organized and operated

exclusively for such purposes.

Section 5. AUXILIARY ORGANIZATIONS

The name "National Medical Association" may be used by auxiliary organizations upon the

recommendation of the Board of Trustees and the approval voted by three-fourths of the

Members of the House of Delegates registered at any Convention. Such auxiliary organizations

shall be recognized as independent organizations which may continue to use the name "National

Medical Association" only so long as they are approved by the House of Delegates.

Section 6. AMENDMENTS TO THESE BY-LAWS

These By-laws may be amended on the approval of two-thirds of the Members of the House of

Delegates present and voting at any meeting, provided the amendment is recommended by the

Committee on Amendments to the Constitution and By-laws, and is presented on the day prior to

the day in which action is taken. The Board of Trustees by unanimous vote may make such

changes and only such changes, as may be required to adapt them to the rules and regulations of

the United States Post Office Department.

Section 7. EFFECT OF ADOPTION OF THESE BY-LAWS

On the adoption of these By-laws, all previous By-laws, rules and regulations in conflict

herewith are hereby repealed, provided that all General Officers and Committeemen now in

office shall continue their incumbency until their successors are duly elected or chosen as

provided herein.

ORGANIZED 1895 INCORPORATED 1924...organizations in foreign countries or persons who are engaged in...

Documents

Transcript of ORGANIZED 1895 INCORPORATED 1924...organizations in foreign countries or persons who are engaged in...