Lady Hardinge Medical College
Alumni Association of North America

Celebrating, Supporting, and Empowering Women Physicians

By-Laws

These By Laws have been extracted from the directory of the LHMC Alumni Association of North America( LHMCAANA) published in 1993. The By Laws Committee of the rejuvenated LHMCAANA is reviewing and revising these ByLaws. The new ByLaws will be presented for approval at the General Body Meeting( GBM) to be held  during the Annual Meeting in 2022.

Whereas the need for cohesive action on the part of medical graduates from the Lady Hardinge Medical College, residing in the North America exists, it is hereby resolved that a non-profit organization be formed to maintain the identity of the said group of people, and to provide forum for scientific, educational, charitable and social interaction among its members.

ARTICLE I – Name

  1. The name of the association shall be the L.H.M.C. Alumni Association of North America.

ARTICLE II – Objectives

  1. To bring together medical graduates of the Lady Hardinge Medical College practicing medicine in the North America.
  2. The Association is organized exclusively for educational, scientific, cultural, charitable and social purposes.
  3. To assist medical students and physicians to obtain TRAINING in the United States.
  4. To conduct seminars and other EDUCATIONAL PROGRAMS and to acquaint members of new scientific developments in the field of human medicine.
  5. To make contributions to organizations that qualify as exempt organizations under section 501 (c) of the Internal Revenue code of 1986 or corresponding provision of any future United States Internal Revenue Law.
  6. To provide mutual understanding and cooperation between this association and other medical societies in North America and India.
  7. To maintain a directory of physicians and surgeons, graduates of the Lady Hardinge Medical College practicing in the North America.

ARTICLE III - Membership

3.1 Classification: There shall be three classifications of membership: Active, Honorary and Auxiliary.
3.2 Qualification and Privileges
  1. Active Member:
    Any physician who is a graduate of the Lady Hardinge Medical College, and involved in practicing medicine in the North America.
  2. Honorary Member:
    Any physician with eminent academic achievement may be invited as a honorary member as recommended by the Board of Directors and approved by a majority of members.
  3. Auxiliary Members:
    The spouses of the members shall be called auxiliary members.

ARTICLE IV - Meeting & Dues

4.1 Annual Meeting
The annual meeting of the membership shall be held, June or July before December, upon thirty days written notice, at a place determined by the Board of Directors or the President.
4.2 Special Meetings
Special meetings of the membership may be called at any time by a majority of the Board of Directors or the President or upon a written request of twenty-five percent (25%) of the voting members.
4.3 Quorum
The presence in person or by written proxy of the majority of active members shall be necessary to constitute a quorum, for the transaction of business. In the absence of a quorum, the meeting would reconvene, to a later date.
4.4 Dues
  1. Fiscal year shall be from January 1st to December 31st.
  2. Membership dues shall be determined by the Board of Directors, and shall be due payable by February 28th of each fiscal year.
  3. An annual budget shall be adopted by the Board of Directors at its annual meeting.

ARTICLE V - Board of Directors/Duties/Meetings

There shall be seven (7) directors, who shall constitute the whole board. Directors shall be natural persons of full age, and shall have been an active member for at least one year prior to their election.

5.1 The members of the Board of Directors shall be elected for a two year term, and can be elected for consecutive terms. Directors shall be elected at the annual membership meeting from a slate of candidates proposed by the nominating committee.
5.2 Vacancies in the Board of Directors shall be filled by a majority vote of the remaining members of the Board. Each person so elected shall be a director until her successor is elected in accordance with section 5.2.
5.3 The Board of Directors shall conduct the general management of the association.
Their duties shall include,
  1. Adoption of an Annual Budget.
  2. Authorization of expenditures.
  3. Election of officers of the association from among the directors.
  4. Filling of vacancies of the Board of Directors.
  5. Establishment of policy guidelines for the association.
5.4 Meetings
  1. Regular meetings of the Board of Directors shall be held at least once a year.
  2. Special meetings of the Board may be called by the president, or upon the request of four members of the Board of Directors. 15 day notice shall be given and the purpose of the meeting shall be stated, in the call for the meeting.
5.5 A majority of the members shall constitute a quorum.

ARTICLE VI-Association Officers

6.1 The Board of Directors of the Association shall be designated as a President, and six member at large.
6.2 Election: The Board of Directors shall elect the President at its Annual Meeting.
6.3 Term of Office : The initial officers will take office, following the general election and CONTINUE through the fiscal year. Following this, each officer shall serve a term of three fiscal years.
6.4 Duty of the Officers
  1. President will be the executive officer of the association.
  2. She will preside all meetings of the board.
  3. Give annual reports and perform such other duties as pertain to the office.

ARTICLE VII- Nominating Committee

The nominating committee shall be composed of three members who shall be appointed by the Board of Directors. The nominating committee shall comply the list of nominees for the Board of Directors. The nominee must be an active member of the association for at least two fiscal years. Six Board of Directors shall be elected for each term (Two fiscal years).

ARTICLE VIII- Robert's Rule

The rules contained in the most recent edition of Robert’s Rules of order shall govern the Association, in all cases not covered by these by-laws.

ARTICLE IX -Indemnification

The Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that she is or was a Director, officer, employee or agent of the Association, or is or was serving at the request of Association as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by her in connection with such action, suit or proceeding or the defense or settlement thereof any claim, issue or matter therein, to the fullest extent permitted by the laws of Massachusetts as they may exist from time to time.

Expenses incurred by any such person in defending any such action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding if authorized by a majority of the Directors of the Association who are not interested in such action, suit or proceeding. The proper officers of the Association, without further authorization by the Board of Directors, may in their discretion purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a Director, officer, employee or agent for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against her and incurred by her in any such capacity, or arising out of her status as such, whether or not the corporation would have the power to indemnify her against such liability under the laws of Massachusetts and under this Article.

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in her official capacity and to action capacity while holding such office, and shall continue as to a person who has ceased to be a Director, officer, employee or agent of the type referred to above and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE X - Dissolution

Dissolution of the Association shall be governed according to the provisions of the Massachusetts Non-Profit Corporation Law of 1972.

ARTICLE XI- Amendments

These bylaws may be altered, amended, or repealed by a majority vote of the membership, after notice to the Membership of that purpose.

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The Lady Hardinge Medical College Association of North America is a group of more than 1000 alumni motivated towards empowering women physicians from its Alma Mater settled in North America.

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