Section 1

The name of the organization IS AIIMSONIANS of America, Inc.

Section 2

The location of the principal office of the Corporation shall be at 190 Hartman Road, Newton, in the state of Massachusetts.

Section 1

The said organization is created exclusively for charitable, educational and scientific purposes, in a non-profit status and in as much it qualifies as an exempt organization under section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law).

Section 2

To enable its Members to maintain contact with their parent institution, The All India Institute of Medical Sciences, New Delhi, India, and one another.

Section 3

To establish funds, awards, scholarships, fellowships, and memorial lectures.

Section 4

To foster scientific exchange between its Members both in the United States and other countries including India.

Section 5

To accept grants of money, securities and property of any kind on such legal terms as may seem expedient.

Section 6

To issue appeals for funds in furtherance of the objectives of the organization and to undertake any endowments, trusts, funds or donations not inconsistent with said objectives.

Section 1

Full Members of the organization shall be individuals who received their undergraduate (MBBS) or Postgraduate Degrees (M.D., M.S., MCH, D.M., MSc, Ph.D., etc.) from the All India Institute of Medical Sciences (AIIMS) New Delhi, India. Membership for Full Members shall be for a period of one calendar year and shall continue from year to year provided the Member pays the annual membership fee.

Section 2

Any Full Member of the organization may, by payment of the prescribed subscription and with the approval of the Board of Directors, become a Life Member. The Life Members will be exempt from paying the annual dues.

Section 3

Any past or present member of the faculty of the All India Institute of Medical Sciences, New Delhi, India may become Honorary Member of the organization upon approval of the Board of Directors.

Section 4

Spouses of Full, Life, and Honorary Members who are not eligible to be Members themselves will constitute Auxiliary Members.

Section 1

Membership for Full Members shall be for a period of one calendar year and shall continue from year to year so long as the Member continues to pay the yearly membership dues to the said organization (or any successor organization that is exempt from federal income tax under Section 501(C)(3) of the Internal Revenue Code of 1954).

Section 2

Only Full and Life Members shall have voting rights.

Section 3

The Member shall be in good standing for continued membership in the organization.

Section 4

The General Body of the organization shall consist of all members in good standing.

There shall be at least one annual meeting of the General Body. This meeting shall provide a forum for the exchange of information, discussion of policies, consideration of amendments to this constitution and for the transaction of all other proper business. The business shall be conducted according to Robert’s Rules. Only Full Members and Life Members shall hold positions on the Board of Directors or the offices of the organization. Members of the General Body may suggest and offer the venue for the forthcoming annual meeting. The formal decision will be made by the Executive Committee.

Section 5

Elections for the Board of Directors and officers of this organization shall be held every year at the annual General Body meeting. Voting shall be limited to Members, each having one vote on all matters placed before the General Body. Elections shall be conducted by the Inspectors of the elections, appointed by the Board of Directors. A plurality of votes cast shall be sufficient for election. If there are only two candidates and the election ends in a tie, it shall be decided by the toss of a coin.

The Governance of the organization shall be by the Executive Committee and by the Board of Directors

Section 1 NUMBER

There shall be four offices:

1. President
2. Vice President
3. Secretary
4. Treasurer

Section 2 TERMS

1. The President and Vice President shall be elected for a two-year term.
2. The Secretary and the Treasurer shall be elected for a minimum of two years and may be re-elected without any term limitations.

Section 3 DUTIES

PRESIDENT

1. The President shall be the Chief Executive Officer of the organization...
2. The President shall preside at the Annual Meeting of the General Body.
3. He/she shall appoint members to the Standing Committee...
4. The President shall be a Member of all Standing Committees...

VICE PRESIDENT

1. The Vice President shall assist the President as requested...
2. The Vice President shall be an ex officio Member of all committees.

SECRETARY

1. The Secretary shall have custody of all records...
2. He/she shall be the recording officer at all meetings...
3. The Secretary shall send each member notice of the Annual Meeting...
4. The Secretary shall send notices for special meetings...

TREASURER

1. Under supervision of the Executive Committee...
2. He/she shall make proper record of all moneys received...
3. The moneys of the organization shall be deposited...
4. Checks exceeding an amount shall be countersigned...
5. He/she shall present the annual financial report...
6. Transfer of all accounts shall be within thirty days...
7. He/she shall file all income tax returns with the IRS...

Section 1 NUMBER

1. The Board of Directors shall consist of six Members elected...
2. Candidates for the Directorship shall be placed in nomination...
3. Representation for Directorship shall take into account...
4. The immediate past President shall be an ex officio...

Section 2 TERM

1. The term of the office shall be for a period of three years.
2. Two new Directors shall be elected at each Annual Meeting...
3. Any Board Member may be re-elected for one more term...

Section 3 DUTIES

1. The Board shall be responsible for the long-range planning...
2. The Directors shall have all the usual powers...
3. The Directors shall make all the rules and regulations...
4. The Board shall have the ultimate authority...
5. The Board shall act as the Trustee of the Life Membership Fund...
6. The Board shall meet immediately before the Annual Meeting...
7. A Secretary shall be elected for the Board...
8. The Board shall elect a Chairman from among its Members...

Section 1: CORPORATION

1. The annual meeting of the organization shall be held on the second weekend of August each year.
2. The Board of Directors may provide for the calling of the special meeting of the corporation at any time and will determine the times and places of all meetings.
3. At least 20% of the Full Members shall constitute a quorum for the transaction of business at any meeting of the organization and less than a quorum may adjourn or dissolve the meeting.
4. Vote by proxy shall be signed by such Full Members and filed with the Secretary not more than one month prior to the meeting.

Section 2: BOARD AND EXECUTIVE COMMITTEES

1. The Executive Committee shall meet not less than three times in each year either physically present or by telephone conference call.
2. The Directors shall meet at least once each year and other business may be transacted through telephone conference call or facsimile.
3. Four (4) members of the Board of Directors shall constitute a quorum for the transaction of the business at any meeting of the Directors, and less than a quorum may adjourn or dissolve the meeting.
4. An affirmative vote of a majority of the Directors present at any meeting at which a quorum is present shall be sufficient to transact any business which may properly come before them.
5. Unless otherwise restricted by the Bylaws or the Articles of Organization, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent thereto is signed by all of the Members of the Board and such written consent is filed with the minutes of proceedings of the Board.

Section 3: STANDING AND SPECIAL COMMITTEES

1. The Chairperson of each Standing or Special Committee shall meet or communicate via telephone or fax at least once a year or more often as necessary to fulfill the obligations and duties assigned to the said committee.

Section 1: CORPORATION

1. The annual meeting of the organization shall be held on the second weekend of August each year.
2. The Board of Directors may provide for the calling of the special meeting of the corporation at any time and will determine the times and places of all meetings.
3. At least 20% of the Full Members shall constitute a quorum for the transaction of business at any meeting of the organization and less than a quorum may adjourn or dissolve the meeting.
4. Vote by proxy shall be signed by such Full Members and filed with the Secretary not more than one month prior to the meeting.

Section 2: BOARD AND EXECUTIVE COMMITTEES

1. The Executive Committee shall meet not less than three times in each year either physically present or by telephone conference call.
2. The Directors shall meet at least once each year and other business may be transacted through telephone conference call or facsimile.
3. Four (4) members of the Board of Directors shall constitute a quorum for the transaction of the business at any meeting of the Directors, and less than a quorum may adjourn or dissolve the meeting.
4. An affirmative vote of a majority of the Directors present at any meeting at which a quorum is present shall be sufficient to transact any business which may properly come before them.
5. Unless otherwise restricted by the Bylaws or the Articles of Organization, any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting, if prior to such action a written consent thereto is signed by all of the Members of the Board and such written consent is filed with the minutes of proceedings of the Board.

Section 3: STANDING AND SPECIAL COMMITTEES

1. The Chairperson of each Standing or Special Committee shall meet or communicate via telephone or fax at least once a year or more often as necessary to fulfill the obligations and duties assigned to the said committee.

1. The fiscal year shall end each year on the 31st day of March.
2. The accounts of the organization shall be audited at the end of each fiscal year by a certified public accountant appointed by the Executive Committee.

Section 1

1. The Corporation may, to the extent legally permissible and only to the extent that the status of the Corporation as an organization exempt under Section 501(C)(3) of the Internal Revenue Code is not affected thereby, indemnify each of its directors, officers, employees, and other agents of another organization or who serve at its request in a capacity with respect to any employee benefit plan to whatever extent shall be specified in or authorized by:
   1. the Articles of Organization or
   2. the Bylaws or
   3. vote adopted by a majority of the Members entitled to vote on the election of Directors.
2. Except as the Articles of Organization or Bylaws otherwise require, indemnification of any persons referred to in the preceding sentence who are not Directors of the Corporation may be provided by it to the extent authorized by the Directors.
3. Such indemnification may include payment by the Corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this provision, which undertaking may be accepted without reference to the financial ability of such person to make repayment.
4. Any such indemnification may be provided although the person to be indemnified is no longer an officer, director, employee, or agent of the Corporation or of such other organization or no longer serves with respect to any such employee benefit plan.
5. No indemnification shall be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the Corporation or, to the extent that such matter relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.
6. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a Director, Officer, Employee, or other Agent of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, Employee, or other Agent of another organization, or with respect to an employee benefit plan, against any liability asserted against such person and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article.

The Seal of the Corporation shall be such as the Directors shall provide and the vote of the Directors establishing the same shall be recorded with the record of the Corporation.

1. Bylaws may be amended at any annual meeting or at any special meeting after sending notice of proposed changes at least one month prior to such meeting.

2. The proposed changes may be:

3. sent to the President/Executive Committee for consideration and discussion and to be presented by the Chairman of the Constitution and Bylaws Committee at the subsequent General Body Meeting, or

4. it may be introduced at any General Body Meeting with at least ten signatures of voting Members.

5. The Bylaws may be amended by a 1/3 majority of Members present at the General Body Meeting.

1. To dissolve the organization, a resolution in writing, asking for such dissolution shall be adopted by the Board of Directors.

2. The Board of Directors shall then call a special meeting of the General Body for the purpose of considering and acting upon such resolution. If at such a meeting, Members representing a majority of the Members vote for dissolution, the Board of Directors shall take the necessary steps to wind up the affairs of the organization in accordance with statutory requirements existing at the date such action is taken.

3. Upon the dissolution of the organization, the Board of Directors shall, after paying and making provision for all of the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such a manner, or to such an organization or organizations formed and operated exclusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(C)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.

4. Any such assets not so disposed of shall be disposed by the Court of Common Pleas of the County in which the principal office of the organization is then located, exclusively for such purposes as said Court shall determine.

5. The disposition of the Life Membership dues shall be decided by the majority of the Members after presentation by the?