AMENDED AND RESTATED BYLAWS MICHIGAN ASSOCIATION OF PHYSICIANS OF INDIAN HERITAGE

(A Michigan Nonprofit Corporation)

-2014-
Bylaws Committee:

Narayan Verma, MD - Chair

Bhimsen Rao, MD - Member

Amit Mohindra, MD - Member

Swarn Rajpal, MD - President

Mahesh Nayak, JD - Legal Counsel

Clark Hill PLC,

 

Index

Mission & Vision

Article I Name

Article II Purposes

Article III Members

Article IV Dues

Article V Governing Council

Article VI Officers

Article VII Election of Governing Council and Officers

Article VIII Committees

Article IX Indemnification

Article X Conflict of Interest

Article XI Regional Chapters

Article XII Sections

Article XIII Publications

Article XIV Seal and Crest

Article XV Miscellaneous

 

 

Mission & Vision

Mission

The mission of MAPI is to promote the interest of its physician members and the patients they serve through leadership, collaboration, education, advocacy, practice and research.

Vision

Enhance, encourage, and maintain the highest standard of professional skills and medical ethics by identifying and promoting evidence based clinical performance measures. Establish a strong political voice at county, state and federal levels, and thus promote participation, visibility and impact the decision-making that affects health care delivery, at all levels of organized medicine.

Be a leader in Philanthropic activities in USA, India, and the World Develop strategic partnership with key medical organizations in USA, India and rest of the world to further the cause of optimum health care delivery and voice of physician rights.

 

Article I

Name

Section 1. Name. The name of the corporation shall be Michigan Association of Physicians of Indian Heritage ("MAPI").

 

Article II

      Purpose

Section 1. Purposes. MAPI is organized and operated for educational, scientific, cultural, social and charitable purposes as set forth in the Articles of Incorporation filed with the State of Michigan. Specifically, the purpose of MAPI is:

  1. To bring together the licensed physicians, physicians in training, allied health care providers and medical students of Indian heritage residing in the State of Michigan.
  2. To assist medical students, physicians and to health care professionals to obtain professional training in the United States.
  3. To render medical assistance to indigent people in the United States.
  4. To provide mutual understanding and cooperation between MAPI and other medical societies in the United States and India.
  5. To promote and encourage the unity and loyalty of the physicians of the community into a strong and cohesive medical society.
  6. To bring into one organization, the physicians of Indian heritage residing in Michigan and with other state associations of Indian heritage.
  7. To promote, encourage and maintain the highest standards of professional skill and medical ethics.
  8. To remain abreast of federal, state and county laws, rules and regulations as they affect the delivery of health care.
  9. To sponsor, promote and maintain educational programs for continuing medical education.
  10. To establish, maintain and operate programs and/or organizations to provide services to meet the needs of the members.
  11. To protect and preserve the individual physician's right to choose how he/she participates in or shall practice medicine in an ethical manner.
  12. To insure that the high quality of medical care and the patient's free choice of physician is maintained.
  13. To do all things necessary to carry out the above purposes.
  14. To participate, where necessary and beneficial, in legislative advocacy
  15. To oversee MAPI Auxiliary activities.
  16. To participate in charitable activities through the Foundation of Michigan Association of Physicians of Indian Hereitage (FOMAPI).

 

Article III

      Members

Section 1. Members. MAPI is organized on a membership basis. Only licensed physicians and dentists in the State of Michigan and other health care professionals specified herein are eligible for membership in accordance with the classifications and qualifications defined below.

  1. Active Members. Physicians and dentists of Indian heritage engaged in medical pursuits, who are legally qualified to practice medicine in the State of Michigan, who are of good moral and professional standing, are eligible for active membership. These members shall pay dues and have full voting rights.
  2. Resident and Fellow Members. Physicians and dentists in training of Indian heritage in AMA/ADA/AOA approved programs who have licenses to practice medicine/dentistry in Michigan and are serving in any licensed facility in Michigan are eligible to become resident members of the MAPI. These members shall pay dues. Voting rights of these members shall be limited to electing one Resident or Fellow member to the Governing Council.
  3. Student Members. Medical and dental students of Indian heritage enrolled in medical and dental schools in the State of Michigan who are pursuing a study leading to a degree of Doctor of Medicine or Doctor of Osteopathy or Dental Surgery are eligible for student membership. These members shall not have to pay dues and shall have no voting rights save the right to vote for a delegate to sit as a non-voting member on the Governing Council.
  4. Retired Members. A Member who has retired from the active practice of medicine may be transferred to the retired Member roster, provided that dues have been paid to the end of the preceding calendar year, the Member is at least sixty (60) years old and has been a Member of MAPI for at least ten (10) years, or has been a life Member. A retired Member shall pay no dues but shall have full voting rights and be able to hold any office.
  5. Associate Members. Those physicians who are graduates of medical schools, who are also licensed allopathic or osteopathic physicians, and do not perform direct care to the patient. Associate Members can pay dues, cannot hold office and are non-voting Members.
  6. Affiliate Members. These members would include Physician Assistants, Nurse Practitioners, Pharmacists, Physical Therapists, Occupational Therapists, Chiropractors, Podiatrists, and Community Leaders. These members shall pay dues, but cannot hold office and are non-voting members.
  7. Honorary Members. A Physician or non-physician determined to have made exceptional contribution to the MAPI community, nominated and approved by 2/3 majority of the governing council. These members cannot hold office, are non-voting members, and are not required to pay dues.

Section 2. Application to Membership. Any eligible person who desires to become a member of MAPI must make application in writing as prescribed by the Governing Council.

Section 3. Privileges of Membership. No member under suspension shall enjoy any of the rights and privileges of membership (except the right to appeal) until reinstated.

Section 4. Conduct of Members. The Principles of Medical Ethics of the American Medical Association are accepted by MAPI and adopted as the standards of professional conduct for each of its members. It is considered a fundamental principle of MAPI that the efficient medical and surgical care of the public rests upon the close, personal and confidential relationship between physician and patient.

Section 5. Annual Meeting. The annual meeting of the Members of MAPI will be held during the month of November of each year, or on such other date as determined by the Governing Council, and at such place as designated by the Governing Council for the purpose of elections and for the transaction of other business properly brought before the meeting.

Section 6. Special Meetings. Special meetings of the Members may be called by the President and/or at the request in writing of at least twenty-five (25) of the Members entitled to vote at the meeting. Special meetings will be held at the principal office of MAPI unless otherwise directed by the President and stated in the notice of meeting. Any request for a special meeting must state the purpose of the proposed meeting and comport with the requirements of Section 7.

Section 7. Notice of Meetings. Except as otherwise provided by these bylaws or by law, written notice containing the time, place and purpose of a meeting of the Members will be given either by e-mail or by mail to each Member of record entitled to vote at the meeting not less than Seven (7) days nor more than sixty (60) days before the meeting. No notice of an adjourned meeting need be given if the time and place to which the meeting is adjourned is announced at the meeting. At the adjourned meeting, the only business that may be transacted is business which might have been transacted at the original meeting, unless the Members fix a new record date for the adjourned meeting. Meetings may be held without notice if all Members are present in person or if notice of the meeting is waived in writing, either before or after the meeting, by all Members not present at the meeting.

Section 8. Quorum. The Members present in person or by proxy and having power to vote constitute a quorum. The Members present in person at the meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. The vote of a majority of the Members present at the meeting at which a quorum is present constitutes the action of the Members, unless a greater number is required by other sections of these Bylaws or the Articles of Incorporation. Whether or not a quorum is present, the meeting may be adjourned by a vote of the Members present.

Section 9. Conduct of Meetings. Meetings of the Members will be presided over by the President, and in his/her absence, the President Elect, and in his or her absence, the Secretary, and in his or her absence, a person designated by any one of these officers. Roberts Rules of Order shall provide the governing procedure for the meetings.

Section 10. Participation by Conference Telephone. A Member may participate in a meeting by a conference telephone or similar communications equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section will constitute presence in person at the meeting.

Section 11. Voting. Each Member entitled to vote at any meeting of Members will have the right to cast one vote.

Section 12. Action by Written Consent. Any action required or permitted by law to be taken at an annual or special meeting of Members may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the Members having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to Members who have not consented in writing.

 

Article IV

Dues

Section 1. Source. The annual dues for each category of membership shall be determined by the Governing Council, after consultation with and at the recommendation of the Trustees.

Section 2. Delinquency in Payment. Any member with dues in arrears after May 31st of any year shall cease to be a member of MAPI.

Section 3. Special Assessments. Special assessments may be approved by the Governing Council.

Section 4. Voluntary Contributions. Voluntary contributions also may be utilized to meet the needs of MAPI or its subsidiaries. Designated gifts and contributions shall be administered by the Governing Council.

 

Article V

Governing Council

Section 1. Powers of Governing Council. The Governing Council shall be the policy-making body of MAPI and shall in this regard consider all matters brought before it by the members and officers of MAPI. The Governing Council shall have jurisdiction over all membership matters, including inclusion into membership and discipline of Members. The power of reprimand, removal, suspension or expulsion of Members (including the Executive Committee) resides solely with the Governing Council.

Section 2. Qualification. The Governing Council shall consist of twenty (20) members which shall include the Executive Committee (5 persons). The remaining fifteen (15) persons shall consist of two (2) Regional Representatives, one (1) Resident or Fellow, three (3) Trustees and nine (9) Elected Representatives. The editor of the MAPI newsletter, each committee chair and each Section chair may participate on the Governing Council as non-voting participants. A student delegate from the student section may also participate as a non-voting participant of the Governing Council. The President of the MAPI auxiliary and Chair of FOMAPI (Foundation of Michigan Association of Physicians from India) may also sit as non-voting participants of the Governing Council.

Section 3. Resignation, Removal and Vacancies. A Governing Council member may resign by written notice to MAPI. The resignation will be effective upon its receipt by MAPI or a subsequent time as set forth in the notice of resignation. A Governing Council member may be removed in accordance with Article VI, Section 4. If a vacancy has occurred in the Governing Council as a result of death, resignation, removal or otherwise, the vacancy may be filled by the affirmative vote of a majority of the remaining Governing Council though less than a quorum.

Section 4 Certain Representatives on Governing Council. The President shall appoint two (2) Regional Representatives annually, one from a region representing Western Michigan (Lansing or west), and one from a Region Representing Northern Michigan (Grand Blanc or north), to serve on the Governing Council. The only criteria is that such individuals reside in said geographic region and that they are Active or Retired members in good standing. The Residents and Fellows section shall, on an annual basis, elect one representative from their section to serve on the Governing Council.

Section 5 Board of Representatives. MAPI's Governing Council shall include a Board of Representatives consisting of 9 individuals. All Article II and members are eligible for nomination. Upon a nomination process to be determined by the Executive Committee, 3 members shall be elected by the Members each year, each of whom will serve a three (3) year term. The Board of Representatives role shall be solely to sit on the Governing Council, with those powers ascribed to the Governing Council.

Section 6. Regular Meetings. At least three regular meetings of the Governing Council must be held each year, in January, May and September, respectively, or on such dates as determined by the President. Meetings shall be held at a date and place designated by the Secretary.

Section 7. Special Meetings. Special meetings of the Governing Council may be called by the President or at the written request of not less than five (5) members of the Governing Council or as may otherwise be provided by law. Special meetings will be held at the principal office of MAPI unless otherwise directed by the President and stated in the notice of meeting. Any request for a meeting by the Governing Council must state the purpose or purposes of the proposed meeting.

Section 8. Notice of Meeting. Except as otherwise provided by these Bylaws or by law, written notice containing the time and place of all meetings of the Governing Council will be given either by mail or e-mail to each member of the Governing Council not less than ten (10) days before a regular meeting and not less than two (2) days before a special meeting. Notice of a regular meeting need not state the purpose or purposes of the meeting nor the business to be transacted at the meeting. Notice of a special meeting must state the purpose or purposes of the meeting. Attendance of a Governing Council member at a meeting constitutes a waiver of notice of the meeting, except where the member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.

Section 9. Quorum and Voting. Present members of the Governing Council will constitute a quorum at any meeting. The vote of a majority quorum present constitutes the action of the Governing Council, unless the vote of a larger number is required by law or by other sections of these Bylaws or the Articles of Incorporation.

Section 10. Conduct of Meetings. Meetings of the Governing Council will be presided over by the President, the President Elect or, in his or her absence, the Secretary. Roberts Rules of Order shall govern the procedure at the meetings. Section 11. Action by Unanimous Written Consent. Any action required or permitted to be taken at an annual or special meeting of the Governing Council may be taken without a meeting, without prior notice and without a vote, if all of the members of the Governing Council consent in writing to the action so taken. Written consents will be filed with the minutes of the proceedings of the Governing Council.

Section 12. Telephonic Conferences. A representative may participate in a meeting of the Governing Council by conference telephone or similar communications equipment by which all persons participating in the meeting may hear each other if all participants are advised of the communications equipment and the names of the participants in the conference are divulged to all participants. Participation in a meeting pursuant to this section constitutes presence in person at the meeting.

Section 13. Compensation. Members of the Governing Council will serve without compensation but may be reimbursed for actual, reasonable and necessary expenses incurred in his or her capacity as a member of the Governing Council.

 

Article VI

Officers

Section 1. Election or Appointment. A President, President-Elect, a Secretary and a Treasurer will be elected at each annual meeting. A person may hold more than one office, but no officer will execute, acknowledge or verify any instrument in more than one capacity. Officers will be nominated by the Nominating and Election Committee and (subject to the requirements and other provisions of this Article) elected by ballot by the Members entitled to vote. Additional officers and agents may be elected as deemed necessary by the Governing Council for accomplishing the purposes of the Corporation. These four (4) officers, together with the immediate Past President, shall form MAPI's Executive Committee.

Section 2. Term of Office. The term of office of all officers will commence on January 1st and shall end on December 31st of the same year or until their respective successors are chosen or until their resignation or removal. The President shall serve for only one (1) term, and all other officers shall be eligible to serve for only two (2) consecutive terms. An officer may resign by written notice to MAPI. The resignation will be effective upon its receipt by MAPI or at a subsequent time specified in the notice of the resignation.

Section 3. Vacancies. In the event of death, resignation or removal of the President less than two (2) months prior to the Annual Meeting, the Council shall declare the President Elect as Acting President. If a vacancy in the office of President occurs more than two months prior to the Annual Meeting, the Council shall elect one of its own members to serve as Acting President until the next Annual Meeting, at which time the President Elect will assume the Presidency, In case a vacancy occurs in the Office of President Elect more than two (2) months prior to the annual election, the Council shall declare a special election to fill this vacancy. Nominations and the election shall be in accordance with the regular election procedures outlined in these bylaws. If the vacancy in the office of President Elect occurs within two months of the annual election, the office of President Elect shall remain unfilled until the next annual meeting. The vacancy in the office of the President shall be filled at the annual election. In the event of the death, resignation or removal of the President and the President Elect, the Governing Council shall elect one if its own members to serve as President until the next annual meeting, at which time all vacancies shall be filled by the annual election.

Section 4. Procedures for Recall and Removal. If an Officer or Governing Council member is remiss in his or her duties, he or she may be recalled from office. Such action shall be initiated by a petition, signed by at least thirty-three percent (33%) of the Governing Council. Upon receipt of such a petition, the President (or if he/she is disqualified, then the President- Elect) shall call a special meeting of the Governing Council. At the special meeting of the Governing Council, the person subject to recall shall have a right to present his or her view. Following the meeting of the Governing Council the President shall conduct a mail or e-mail ballot of the general membership. The President will have a right to present the organization's case to general membership. Approval will require a two-thirds majority of the returned ballots sent by mail or e-mail. As soon as the recall has been approved by vote, the office shall be declared vacant and a successor appointed in accordance with the procedures outlined in these Bylaws.

Section 5. Compensation. No officer shall be entitled to compensation, other than reimbursement of expenses in the ordinary course. Any person who is an employee of MAPI will receive reasonable compensation for his or her services, as fixed by the Executive Committee.

Section 6. The President. The President will be the chief executive officer of MAPI and will have general and active management of the activities of MAPI. The President will see that all orders and resolutions of the Governing Council are carried into effect. The President will execute all authorized conveyances, contracts or other obligations in the name of MAPI except where required by law to be otherwise signed and executed and except where the signing and execution is expressly delegated by the Governing Council to some other person. The President will preside at all meetings of MAPI and in his or her absence, the President-Elect shall preside over meetings. The President shall be Chair of the Governing Council,, a delegate to the AAPI, a non-voting ex-officio member of all committees and a member of the editorial board of the MAPI newsletter. The President will assume office at the expiration of his/her term as President-Elect and shall serve for a term of one (1) year. The President shall, upon expiration of his or her term in office, serve on the Executive Committee for one (1) year.

Section 7. President-Elect. The President-Elect will, in the absence or disability of the President, perform the duties and exercise the powers of the President and will perform any other duties prescribed by the Governing Council or the President in accordance with these Bylaws. The President-Elect shall be a Member in good standing and should have served not less than two (2) years in the Governing Council and not more than one (1) year as President- Elect. Upon expiration of the term of the President, the President-Elect shall assume the presidency of MAPI.

Section 8. Secretary. The Secretary will attend all meetings of MAPI, the Governing Council and the Executive Committee and record the minutes of all proceedings in a book to be kept for that purpose. The Secretary shall be the custodian of the Seal of MAPI and of all records and papers belonging to MAPI, except those properly under the custody of the Treasurer. The Secretary shall maintain a current list of the members of MAPI in good standing and make all required reports to Association of Physicians from India (AAPI). The Secretary shall receive and forward to the Governing Council all reports of all committees. The Secretary will give or cause to be given notice of all meetings of the Governing Council for which notice may be required and will perform any other duties prescribed by the Governing Council. The Secretary may be eligible for re-election for not more than two (2) additional consecutive terms.

Section 9. Treasurer. The Treasurer will oversee the financial activities of MAPI. The Treasurer will perform all duties incident to the office of Treasurer and other administrative duties as may be prescribed by the Governing Council, including but not limited to: prepare an annual budget of MAPI for approval by the Governing Council and the Trustees; demand and receive all funds due to MAPI; present financial statements to the Governing Council and the Executive Committee; prepare year-end financial statements of MAPI for publication in its newsletter; submit the accounts of MAPI when directed by the Governing Council; and make available the financial records of MAPI to the Members and auditors upon receipt of reasonable written notice. The Treasurer (or his/her designee) shall be responsible for maintaining all federal and state licensure and filing requirements, for maintaining and overseeing bank accounts and for all monetary electronic transactions. All books, papers, vouchers, money and other property of whatever kind belonging to MAPI which are in the Treasurer's possession or under his or her control will be returned to MAPI at the time of his or her end of term, death, resignation or removal from office. The Treasurer may be eligible for re-election for not more than two (2) additional consecutive terms.

Section 10. General Powers as to Negotiable Paper. The Executive Committee may, from time to time, authorize the making, signature or endorsement of checks, drafts, notes and other negotiable paper or other instruments for the payment of money and designate the persons who will be authorized to make, sign or endorse the same on behalf of MAPI.

Section 11. Powers as to Other Documents, All material contracts, conveyances and other instruments may be executed on behalf of MAPI by the President, and, if necessary, attested by the Secretary or the Treasurer.

 

Article VII

Election of Governing Council and Officers

All candidates for officer positions and some Governing Council positions shall be nominated by the Nominating and Election Committee. All names shall be printed on the official ballot with a hollow square printed opposite the name of the candidate, provided that such names are not withdrawn in writing prior to the election. Ballots shall be sent by e-mail or mailed to all eligible voting Members along with one official return envelope not less than ten (10) days before the election. The ballots must be delivered by e-mail or mail to the headquarters of MAPI before the deadline stated on the ballot. The ballots will be opened and counted by the Nominating and Election Committee. The candidate receiving the highest number of votes for any office will be declared elected. The Nominating and Election Committee will report the outcome of the election at the annual meeting of the Members or at such other time as the President may declare. The valid and invalid ballots may be preserved until the next annual meeting of the Members, at which time they may be destroyed.

 

Article VIII

Committees

Section 1. Trustees. The Trustees (formerly known to MAPI as the Board of Trustees), shall be an advisory board to the Governing Council. The Governing Council may delegate to this body the following duties:

  1. Conduct long range planning and management and advise the Governing Council accordingly, and;
  2. Oversee, monitor and advise the Governing Council regarding finances and assets of MAPI.

Each Trustee must be an Active or Retired Member in good standing for at least ten (10) years and must have previously served on the Governing Council.

Candidates for Trustee shall be nominated by the Nominating and Election Committee, voted on by a majority of the Governing Council, and elected to three (3) year terms. If a Member has been elected to fill a vacancy on the body, such Member shall serve for the remainder of such unexpired term.

Vacancies on the body shall be filled by the Governing Council.

Section 2. Executive Committee. The Executive Committee will consist of the President, President-Elect, Immediate Past President, Secretary, and Treasurer. The Executive Committee, subject to those limitations as may be required by law or imposed by resolution of the Governing Council, may exercise all powers and authority in the management of the business and affairs of MAPI except that such Executive Committee will not have power or authority to:

  1. Amend the Articles of Incorporation;
  2. Adopt an agreement of merger or consolidation;
  3. Recommend to Members the sale, lease or exchange of all or substantially all of MAPI's property and assets;
  4. Recommend to Members the dissolution of MAPI or a revocation of a dissolution;
  5. Amend the Bylaws of MAPI;
  6. Fill vacancies on the Executive Committee;
  7. Fix compensation of the Directors, Officers or committee members; or
  8. Terminate membership.

Section 3. Standing Committees. The President in consultation Governing Council shall appoint the following standing committees:

  1. Membership Committee. The Membership Committee shall review membership applications and determine the eligibility of individuals for membership.
  2. Bylaws Committee. The Bylaws Committee shall propose amendments to the Bylaws as may be deemed necessary.
  3. Medical Education Committee. The Medical Education Committee shall oversee the planning and implementation of the scientific meeting schedules each year and other special programs requested from time to time by the Governing Council.
  4. Annual Meeting and Banquet Committee. The Annual Meeting and Banquet Committee is responsible for making all the arrangements for the annual dinner dance.
  5. Exhibit Committee. The Exhibit Committee is responsible for soliciting sponsors and exhibits for all MAPI meetings and events.
  6. Business Meeting Committee. The Business Meeting Committee is responsible for planning and conducting the business meeting and shall make every effort to raise funds to cover the expenses of the meeting.

Section 4. Nomination and Election Committee. This Committee shall consist of three (3) voting Members to conduct elections. This committee shall be appointed not later than the May meeting of the Governing Council. Members of this committee may not be considered for nomination for any office of MAPI during the year they serve on this committee. The chairperson on this committee will be a Past-President of MAPI. The remaining two (2) members will be appointed by the President. The Committee shall nominate candidates for the various Governing Council positions, and all Officer positions. Only active members in good standing are eligible for such positions. The list of nominations for such positions shall be completed by June 30 of each year and e- mailed or mailed to the voting Members by July 15. Additional nominations, except for the office of President, may be made by written petition signed by at least ten (10) active voting Members and received by the Committee no later than August 15. All nominations will be closed by August 15. The committee shall thereafter present the entire slate of candidates, including those proposed by the general membership, for completion of the election process by mail or e-mail ballots. Ballots will be mailed to all eligible voting members by August 30. The last date to receive returned ballots shall be postmarked (or e-mailed) no later than September 25.

Section 5. Special and Ad Hoc Committees. The President in consultation with Governing Council may designate other ad hoc and special committees as deemed appropriate. The committees will have the authority as delegated to them by the Governing Council.

Section 6. Procedure. All committees, and each member thereof, will serve at the pleasure of the Governing Council. The Governing Council will have the power at any time to increase or decrease the number of members of any committee, to fill vacancies thereon, to change any member thereof, and to change the functions or terminate the existence or any committee. Regular or special meetings of any committee may be held in the same manner provided in these Bylaws for regular or special meetings of the Governing Council, and a majority of any committee will constitute a quorum at the meeting.

 

Article IX

Indemnification

Section 1. Indemnification. MAPI will, to the fullest extent now or hereafter permitted by law, indemnify any Director or officer of MAPI (and, to the extent provided in a resolution of the Governing Council or by contract, may indemnify any volunteer, employee or agent of MAPI) who was or is a party to or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding by reason of the fact that the person is or was a Member, Director, officer, volunteer, employee or agent of MAPI, or is or was serving at the request of MAPI as a Director, officer, partner, volunteer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether for profit or not for profit, against expenses including attorneys' fees (which expenses may be paid by MAPI in advance of a final disposition of the action, suit or proceeding as provided by law), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with action, suit or proceeding if the person acted (or refrained from acting) in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of MAPI or its Members, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe his or her conduct was unlawful.

Rights to Continue. This indemnification will continue as to a person who has ceased to be a Member, Director or officer of MAPI. Indemnification may continue as to a person who has ceased to be a volunteer, employee or agent of MAPI to the extent provided in a resolution of the Governing Council or in any contract between MAPI and the person. Any indemnification of a person who was entitled to indemnification after such person ceased to be a Member, Director, officer, volunteer, employee or agent of MAPI will inure to the benefit of the heirs and personal representatives of that person.

 

Article X

Conflicts of Interest

Section 1. Disclosure. When a Director or an officer is affiliated with an organization seeking to provide services or facilities to MAPI, or when a Director or officer has any duality of interest or possible conflict of interest, real or apparent, such affiliation or conflict of interest should be disclosed to the Governing Council and made a matter of record, either when the interest becomes a matter of Council action or as part of a periodic procedure to be established by the Council. An affiliation with an organization will be considered to exist when a Board member or officer or a member of his or her immediate family or close relative is an officer, Director, partner, employee or agent of the organization, or has any other substantial interest or dealings with the organization.

Section 2. Voting. Any Director or officer having a duality of interest or possible conflict of interest on any matter should not vote or use his or her personal influence on the matter, and should not be counted in determining a quorum for the meeting at which the matter is voted upon, even though permitted by law. The Council should obtain and rely on appropriate comparability data, when appropriate. The minutes of the meeting should reflect that the disclosure was made, that the interested Director or officer abstained from voting, that his or her presence was not counted in determining a quorum, and that comparability data was considered and used as a basis for the decision.

Section 3. Statement of Position. The foregoing requirements should not be construed to prevent a Director or officer from stating his or her position on the matter under consideration, nor from answering questions of other Council members relating to the matter.

 

Article XI

Regional Chapters

Section 1. Composition. In areas of Michigan where there are significant numbers, physicians of Indian heritage may form a regional chapter. MAPI shall recognize a Western chapter and a Northern chapter.

    Duties
  1. To increase two way communications between MAPI and other members
  2. To provide access to the policy making body of MAPI.
  3. To increase awareness of and to communicate issues affecting chapter members and MAPI.
  4. To provide a forum for chapter members to meet and discuss common issues and concerns with MAPI.

Section 3. Directors. The President may appoint two (2) Regional Directors, one from each chapter

Section 4. Meetings. Each chapter will meet as necessary. The Regional Director of each chapter will attend the Governing Council meetings of MAPI with full vote.?

 

Article XII

Sections

A. Resident Section

Section 1. Composition. The Resident Section includes Residents and Fellows of Indian heritage in training in one of the accredited training of programs in the State of Michigan, who are dues paying members MAPI.

Section 2. Duties.

  1. Provide a forum for Residents and Fellows to meet and discuss common issues and concerns.
  2. Increase awareness of and to communicate issues affecting Residents and Fellows as members of MAPI.
  3. Increase two-way communication between MAPI and Residents and Fellows.
  4. Provide access into the policy making body of MAPI.
  5. Prepare materials for the AAPI and MAPI meetings.

Section 3. Officers. The Section will elect a Chair. The Chair shall represent the Section at meetings of the Governing Council. Term of each officer will be for one (1) year.

Section 4. Meetings. The Section will meet as necessary.

B. Student Section

Section 1. Composition. The Student Section will consist of medical students of Indian heritage admitted to one of the medical schools in the State of Michigan, who are dues paying members MAPI. All members are non-voting members for MAPI.

Section 2. Duties.

  1. Provide a forum for Medical Students to meet and discuss common issues and concerns.
  2. Increase awareness of and to communicate issues affecting Medical Students as members of MAPI.
  3. Increase two-way communication between MAPI and medical students.
  4. Prepare materials for the AAPI and MAPI meetings.

Section 3. Officers. The Section will elect a Chair. The Chair will may participate in meetings of the Governing Council. Term of each officer will be for one (1) year.

Section 4. Meetings. The Section will meet as necessary.

C. Dental Section

Section 1. Composition. The Dental Section will consist of dentists and dental students of Indian heritage admitted in one of the dental schools in the State of Michigan, who are dues paying members MAPI. All sections are non-voting members of MAPI.

Section 2. Duties.

  1. Provide a forum for dentists and dental students to meet and discuss common issues and concerns.
  2. Increase awareness of and to communicate issues affecting dentists and dental students as members of MAPI.
  3. Increase two-way communication between MAPI and dentists and dental students.
  4. Prepare materials for the AAPI and MAPI meetings.

Section 3. Officers. The Section will elect a Chair. The Chair may participate in meetings of the Governing Council. Term of each officer will be for one (1) year.

Section 4. Meetings. The Section will meet as necessary.

D. Affiliate Section

Section 1. Composition. The Affiliate Section will consist of physical therapists, home health care professionals, nurses, pharmacists, chiropractors, podiatrists, and other health professionals and community leaders of Indian heritage.

Section 2. Duties.

  1. Provide a forum for these heath care professionals to meet and discuss common issues and concerns.
  2. Increase awareness of and to communicate issues affecting these health care professionals as members of MAPI.
  3. Increase two-way communication between MAPI and these health care professionals.
  4. Prepare materials for the A API and MAPI meetings.

Section 3. Officers. The Section will elect a Chair. The Chair may participate at meetings of the Governing Council. Term of each officer will be for one (1) year.

Section 4. Meetings. The Section will meet as necessary.

 

Article XIII

Publications

Section 1. Official Publication. MAPI shall have an official publication / newsletter which contains the advance programs of MAPI, reports of officers and committees, notes and comments on the business and work of MAPI, general news of local interest and other matters which contribute to making such a medium of communication helpful to the Members. There shall be an Editorial Board appointed by the Governing Council, consisting of the Editor, Associate Editors, President, President-Elect, and Secretary. The Editorial Board shall be responsible for the publication of the official publication with content oversight by the Council.

Section 2. Directory. A directory may be published annually or every other year at the discretion of the Governing Council. The directory shall contain an alphabetical listing of the Members and such other information as designated by the Council. An alphabetical listing of medical student Members may be included in the directory at the discretion of the Council.

 

Article XIV

Seal and Crest

The seal of MAPI shall be in accordance with the following specifications:

  1. a circle with a solid line
  2. a map of free India in the center of the circle
  3. a central composition, consisting of the staff and serpents of Aesculapius in vertical position, entwining the torch, which supports the wings of Mercury, messenger of God and symbolic of service to mankind
  4. the superior half of the outer circle is occupied by the words "Michigan Association of'. The interior half of the outer circle is occupied by the words "Physicians of Indian Heritage" separated by the foregoing words on either side by a bold dot.

 

Article XV

Miscellaneous

Section 1. Fisbal Year. The fiscal year of MAPI will end on the last day of December.

Section 2. Amendments. These Bylaws may be amended or repealed by the affirmative vote of a majority of the Governing Council entitled to vote at a regular or special meeting. Alternatively, the Bylaws may also be amended or repealed by vote of the Members if a petition of not less than one-third of the general membership in good standing is submitted to the General Council with the proposed amendments. The Governing Council shall submit such proposed amendments to the membership by mail or e-mail ballot thirty (30) days prior to a vote and such proposed amendments may be printed in the MAPI newsletter. The affirmative vote of two-thirds of the returned ballots shall be necessary for approval.