Bylaws

BY-LAWS OF THE ASSOCIATION OF HAITIAN PHYSICIANS ABROAD (A.M.H.E., INC.)

Prepared by the By-laws Committee:

Henriot St-Gérard, m.d.
William Andrisse, m.d.
Ducarmel Augustin, m.d.
Edgar Duplan, m.d.
Frantz Hyacinthe, m.d.
 

Mission
Name
Objectives
General Organization
Membership
Central Executive Committee 
Committees
Board of Trustees
Regional Chapters
General Assembly
Chamber of Representatives
A.M.H.E. Foundation
Meetings and Quorum
Annual Convention
Notices and Amendments
Dissolution
 

A.M.H.E. Mission Statement
Above all else, the A.M.H.E. is committed to serve the interests of its members, and to address the medical needs and concerns of the Haitian community.

In recognition of this commitment, the A.M.H.E. will strive to provide the members with professional information to benefit their practice, and to improve the health and welfare of their communities, the Haitian community in particular.

ARTICLE I
NAME Chapitre I, Article 1
The Association should be identified as follows:
Association of Haitian Physicians Abroad, Incorporated (A.M.H.E. Inc.)

ARTICLE II
OBJECTIVES OF THE ASSOCIATION Chapitre I, Article 2

1)- To promote medical science among healthcare professionals of Haitian origin.

2)- To defend the interests of physicians and dentists abroad in their respective communities.

3)- To offer its members the opportunity to participate in social, educational and cultural activities.

4)- To strengthen bonds between Haitian physicians and dentists residing outside of Haiti and to assist them in the organization of their professional life.

5)- To encourage its members to establish contacts for the purpose of assisting them with the school of medicine, the school of dentistry and the entire medical community in Haiti.

6)- To contribute to improving the image of the country by their behavior.

ARTICLE III
GENERAL ORGANIZATION

Section I Components Chapitre II, Article 4

The Association is composed of:
- The membership
- The Regional Chapters
- A Central Executive Committee
- The General Assembly
- The Chamber of Representatives
- A Board of Trustees
- The AMHE Foundation

Section II Finances Chapitre III, A

1)- The funds of the Association shall consist of:
- Regular dues of the members
- Gifts
- Possible legacies
- Proceeds from profitable activities

2)- The funds of the Association shall be allocated:
- To run expenses of operating
- To a reserve fund
- To various projects voted by the General Assembly

3)- The Association shall have a bank account in its name. Withdraws of funds are signed conjointly by the treasurer and by the president, and in the absence of these, by their respective replacements.

4)- The treasurer shall manage the finances of the Association and shall present an annual accounting report to the Chamber of Representatives and to the General Assembly.

5)- Management of the finances shall be under the control of the Central Executive Committee and should be reported to the Board of Trustees.

6)- The Central Executive Committee shall be collectively responsible for managing thefunds of the Association before the Board of Trustees and before the General Assembly.

7)- The expenditures of the Association shall be established on the basis of the budget fixed annually by the Finance committee. At the annual convention, this budget shall be submitted to the Board of Trustees and to the General Assembly.

8)- The Foundation can set up subscription campaigns; the collected funds should be allocated to programs of academic or medical education and/or to assist institutions of public charity and/or to carry on any philanthropic mission set by the Association.

Section III Generalities

1)- No part of the net earnings of the Association shall inure to the benefit of, or be distributed to its trustees, officers or other private persons. However, the Association shall be authorized and empowered to make reasonable reimbursement to said persons for expenses incurred in furtherance of the purpose set forth in these By-laws.

2)- No substantial part of the activities of the Association shall be devoted to participate in any political campaign for or against any candidate for public office; nor shall the Association engage in any activities not permitted to be carried by an organization exempt from federal income tax under Section 501 © (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue laws).

3)- It is intended that the AMHE shall have and continue to have the status of an organization which is exempt from federal tax under Section 501 © (3) of the Internal Revenue Service Code of 1954 and these by-laws shall be construed accordingly and all powers and activities hereunder shall be granted and limited accordingly. Notwithstanding anything herein to the contrary , the trustees and officers shall have the power to take such action as necessary to continue to conform with said Internal Revenue Code.

4)- Upon the dissolution of the Association and after payment of just debts and liabilities, the Board of Trustees shall dispose of all assets of the AMHE in such manner or to such organizations operated exclusively for charitable, educational or scientific purposes.


ARTICLE IV
MEMBERSHIP


Section I Nature of the membership

Membership of the A.M.H.E. is a privilege, which may be extended only to those who can continuously meet the qualifications, standards and requirements set forth in these By-laws

Section II Categories of membership Chapitre II, Article 1

The Association includes 5 categories of members:
- Active members
- Associate members
- Affiliated members
- Student members
- Honorary members

A- Definitions Chapitre II, Article 1, Section A

1)- Active member
Any physician or dentist of Haitian origin - of whom one of the parents is of Haitian origin - residing abroad, graduate of a faculty of medicine or dentistry, and holder of a practical medical license can be an active member of the A.M.H.E.

2)- Associate member
Any graduate physician or dentist of Haitian origin but not currently engaged in the practice of medicine or dentistry can be an associate member.

3)- Affiliated member
Any person working in the health care field desiring to promote the objectives of the Association can be an affiliated member.

4)- Student member
Any student in medicine or in dentistry of Haitian origin residing abroad can be a student member.

5)- Honorary member
The qualification of honorary member is conferred by the Chamber of Representatives upon an individual who has contributed to the advancement of medical science or to the advancement of the Association in an extraordinary manner.

B- Privileges (Rights of the members) Chapitre II, Article 1, Section E

1)- Active members
- shall pay annual dues
- shall attend the meetings of the Association
- have the right to vote
- have the right to be elected officer of the Central Executive Committee
- may be chosen as delegate to the Board of Trustees

2)- Associate members
- shall pay annual dues
- shall attend the meetings of the Association
- have the right to vote
- have the right to be elected officer of the Central Executive Committee except to the functions of president and vice-president
- may be chosen as delegate to the Board of Trustees

3)- Affiliated members
- shall not pay annual dues
- shall attend the meeting of the Association
- shall not have the right to vote
- shall not have the right to be elected officer of the Central Executive Committee

4)- Student members
- shall not pay annual dues
- shall attend the meetings of the Association
- shall not have the right to vote
- shall not have the right to be elected officer of the Central Executive Committee

5)- Honorary members

- shall not pay annual dues
- shall attend the meeting of the Association by invitation
- shall not have the right to vote
- shall not have the right to be elected officer of the Central Executive Committee

C- Application Chapitre II, Article 1, Section B

1)- The application form shall be in writing, shall be signed by the applicant and shall be submitted to the regional Chapter of the A.M.H.E.. The applicant who resides outside the jurisdiction of a regional Chapter should make his application to the secretary of the Central Executive Committee. The application form shall include but is not necessarily limited to the following:

a) Acknowledgment and agreement

A statement that the applicant has received and read the By-laws of the Chapter, the By-laws of the Association and that he or she agrees to be bound by the terms thereof in all matters relating to consideration of his or her application.

b) Qualifications

Detailed information concerning the applicant including affirmative pledges in satisfaction of the basic qualifications specified in Article IV , Section II and any additional qualifications specified herein for the particular membership status for which he or she is applying.

2)- Upon acceptance, the new member shall pay the dues - if any - to the treasurer of the regional Chapter or to the treasurer of the Central Executive Committee.

3)- The membership is for one year automatically renewed except in case of nonpayment of the dues, resignation, disciplinary sanctions.

4)- The membership status shall change any time the requirements for any other status are met.

D- Dues Chapitre II, Article 2

1)- The amount of the dues shall be decided by the Chamber of Representatives.

2)- The dues shall be collected during the first three (3) months of the fiscal year. The fiscal year shall extend from January first to December thirty first.

3)- A percentage of the collected dues shall be turned over to the treasurer of the Central Executive Committee by the treasurers of the regional Chapters. The percentage shall be decided by the Chamber of Representatives.

4)- The privileges of the member except the one to attend the meetings, shall be suspended for nonpayment of dues by the first of April.

E- Resignation Chapitre II, Article 1, Section C

1)- A resignation letter shall be sent to the secretary of the chapter or to the secretary of the Central Executive Committee.

2)- Nonpayment of dues added to non-participation to the activities of the Association shall be considered a resignation.

F- Sanctions Chapitre II, Article 1, Section D

The various disciplinary sanctions shall include:
- Reprimand
- Suspension
- Expulsion

Whenever the activities or professional conduct of any member are reasonably probable of being detrimental to the Association, an evaluation of the activities or professional conduct may be requested by a regional Chapter

1)- All requests shall be in writing submitted to the By-laws and Ethics committee, and supported by reference to the specific activities or conduct that constitute the grounds for the request. The chairperson of the By-laws and Ethics committee shall promptly notify the member in writing of all requests received by the committee

2)- When a request for evaluation or corrective action of a member is received, the By-laws and Ethics committee shall promptly meet and discuss the matter. Prior to making any recommendation to the Central Executive Committee, the member who is being evaluated shall have an opportunity to meet with the By-laws and Ethics committee. A record of the interview shall be made and shall be included in the report to the Central Executive Committee.

3)- The By-laws and Ethics committee shall issue a written report and recommendations to the Central Executive committee within thirty (30) days.

4)- No later than thirty (30) days following the receipt of recommendations and report from the By-laws and Ethics committee, the Central Executive Committee shall act upon the report. Such action may include:

a)- Rejecting the request for corrective action
b)- Issuing a warning
c)- Recommending reprimand, suspension or revocation of membership to the
Chamber of Representatives

5)- The recommendations should be communicated to the member being evaluated, and he or she should also be notified forty-five (45) days prior to the deliberations of the Chamber of Representatives.

6)- In order to validate a proposal of disciplinary sanction submitted by the Central Executive Committee, a majority of two-thirds (2/3) by the Chamber of Representatives shall be required.

7)- Any member expelled may bring an appeal before the Board of Trustees. The Board of Trustees shall act upon the appeal within forty-five (45) days. The decisions of the Board of Trustees shall be final.

9)- The time periods specified in the By-laws are intended to provide guidelines for the routine process. Deviation from time periods set forth herein shall not be grounds for invalidating action taken.

ARTICLE V
CENTRAL EXECUTIVE COMMITTEE Chapitre II, Article 4


Section I Administrative body

1)- The Central Executive Committee shall be the administrative body of the Association.

2)- The Central Executive Committee shall assure the general functioning of the Association, and shall execute the decisions approved by the General Assembly.

3)- The members of the Central Executive Committee shall have the duty and the power according to the By-laws to conduct business and to pursue the general goals of the Association.

Section II Officers

The Central Executive Committee is composed of nine (9) members:

- President
- First Vice-president
- Second Vice-president
- General Secretary
- First Assistant Secretary
- Second Assistant Secretary
- Treasurer
- Assistant Treasurer
- Past President of the Central Executive Committee

A- Duties Chapitre II, Article 4, Section E

1)- The President

The president shall direct the functions of the convention, of the Chamber of Representatives, and of the Central Executive Committee. In case of emergency, he shall make all decisions in accord with the Central Executive Committee. He shall present quarterly reports, and the annual report of the Central Executive Committee to the Board of Trustees. He shall prepare the agenda of the meetings of the Chamber of Representatives and of the General Assembly. He shall convene the Chamber of Representatives at least once a year before the annual convention. He is an ex-officio member of all the committees, permanent or special.

2)- The first Vice-president

The First Vice-president shall assist the president in discharging his duties and shall replace him in the event of absence or invalidation. He is in charge of the By-laws and Ethics committee.

3)- The Second Vice-president

The Second Vice-president shall be responsible for the Medical Education and Professional and Scientific Affairs committee.

4)- The General Secretary

The General Secretary shall be responsible for the archives and seals, shall draw up the minutes, shall provide correspondence, shall sign legal documents with the president. He shall maintain an updated roll of the membership. He is in charge of the Information and Public Relations committee.

5)- The Assistant Secretaries

The Assistant Secretaries shall assist the General Secretary in performing his duties and shall replace him by order of priority in the event of absence or incapacity.
- The First Assistant-Secretary is responsible for the Publication committee.
- The Second Assistant-Secretary chairs the Cultural Affairs committee.

6)- The Treasurer

The Treasurer shall manage the funds of the association, shall sign the financial documents with the president and, in his absence, with another member of the executive committee. He shall present an annual financial report at the Chamber of Representatives meeting and at the annual convention. He is in charge of the Finance committee.

7)- The Assistant Treasurer

The Assistant Treasurer shall assist the treasurer in his duties and shall replace him in the event of absence or incapacity.

8)- The Immediate Past President

The Past President’s duty is advisory in nature. He chairs the Recruiting committee.

B- Elections Chapter III, B, Article 1,2

1)- Elections of officers of the Central Executive Committee shall take place during the annual convention.
5)- The list of the candidates for the Central Executive Committee shall be published one month before the annual convention. No candidacy should be accepted after that date. In the exce
2)- The elections shall be conducted by the committee of accreditation and election.

3)- To be eligible for the offices of the Central Executive Committee, it is necessary:

a)- To have been an active member of the Association for a minimum period of three years
b)- To be in good standing at the time of candidacy and the time of election
c)- To have participated in a minimum of one (1) convention of the Association during the three years preceding the submission of candidacy
d)- The candidates for presidency and vice-presidency of the Central Executive Committee should have previously occupied and elective office at the level of the Central Executive Committee or of the executive committee of a regional Chapter.

4)- Candidacies for offices of the Central Executive Committee shall be submitted in writing to the Accreditation and Election committee ninety (90) days before the elections and should be validated by the latter.

ptional case of absence of candidates for an office, the General Assembly should decide on the matter.

6)- No candidate may belong to the Accreditation and Election committee.

7)- The officers of the Central Executive Committee shall be elected by secret ballot. A simple majority of the votes cast shall be necessary to elect.

8)- Each voting member shall be authorized to vote only once.

9)- And absent voting member can vote by proxy. This proxy should be signed by the absent member and by the member holding it. The president of the regional Chapter or his or her representative should also sign the proxy. A member can be the holder of only one proxy.

C- Terms of office Chapter III, B, Article 1

1)- The newly elected officers shall enter in office immediately at the end of the General Assembly, and shall assume the duties which have been assigned to them until election of their successors.

2)- The officers of the Central Executive Committee shall serve a two-year term.

3)- The officers of the Central Executive Committee may succeed themselves except the president, who shall not run for a third consecutive term.

D- Removal of officers

1)- Any officer shall be removed from the office for loss of his membership status; improper or unethical conduct or failure to execute the duties of his or her office.

2)- Any officer may be removed at any special meeting of the Chamber of Representatives and upon an affirmative vote of two-thirds (2/3) of the voting members at such meeting.

E- Vacancies in elected offices Chapter III, B, Article 3

1)- Any vacancy in an office of the Central Executive Committee in the course of it term should be filled by the Central Executive Committee within thirty (30) days.

2)- The choice of the new member should be made at the next meeting of the Central Executive Committee or at a special meeting convened for this purpose.

3)- The new officer shall serve out the remaining term.

4)- In case of resignation, illness, death or disqualification of the president of the Central Executive Committee, the first vice-president in office shall replace or succeed him immediately.

5)- In the event of resignation en bloc of the Central Executive Committee, the Board of Trustees shall convene immediately for the selection of a provisional committee until the next annual convention.


F- Generalities Chapter II, Article 4, Section E, 8, 9, 10, 11

1)- The Central Executive Committee shall be responsible for editing and publishing the A.M.H.E. bulletin.

2)- The Central Executive Committee shall be responsible for all directives and information from the secretary's office.

3)- The Central Executive Committee shall receive quarterly reports from the different regional Chapters.

4)- The Central Executive Committee shall retain the professional services of a competent staff to assist in its task.

5)- In case of emergency, the president, in concert with the other members of the Central Executive Committee, can create a special committee charged with working on and making a report to the Central Executive Committee on one or several specific problems.

6)- The quorum required for meetings of the Central Executive Committee is five (5) members.


ARTICLE VI
COMMITTEES

Section I Committees Chapter II, Article 6

1)- To coordinate its activities, the association shall establish committees which can be permanent or special.

2)- The members of these committees are nominated by the Central Executive Committee and in consultation with regional Chapters.

3)- The president of a permanent committee shall be an officer of the Central Executive Committee except for the committee of accreditation and election. Its president shall be chosen by and among the members of this same committee

4)- Any member of the Association can serve on a permanent or special committee, only an active member can be president of a committee.

5- A committee member may be removed by a majority vote of the Central Executive Committee.

6- Unless otherwise specifically provided, vacancies on any committee shall be filled in the same manner in which the original appointment to such committee has been made. A vacancy exists when a committee member can no longer perform his or her duties, for whatever reason.

7)- A committee is composed of three (3) or five (5) members except the Recruiting Committee and the Relations with Haiti committee.

Section II Permanent committees

The permanent committees are set up by the Chamber of Representatives.
These are:
A)- The Ethics and By-laws committee.
B)- The Accreditation and Election committee
C)- The Finance committee
D)- The Information and Public Relations committee
E)- The Publications committee
F)- The Medical Education, Professional and Scientific Affairs committee
G)- The Relations with Haiti committee
H)- The Convention committee
I)- The Recruiting committee


A- Ethics and By-laws committee

1)- This committee, chaired by the First Vice-President, shall be responsible for the application and the respect of the code of ethics and the By-laws.

2)- Its role shall be to investigate any act derogatory to the code of ethics or casting aspersion on the prestige of the Association.

3)- The members of the committee shall be in no case personally liable for recommendations made in good faith in the exercise of their duties.

4)- A written report and the recommendations of the committee should be presented to the Central Executive Committee.

5)- It shall receive petitions to amend and modify the By-laws of the Association, and shall propose its recommendations to the Chamber of Representatives for any action necessary.

B- Accreditation and Election committee

1)- This committee shall evaluate the qualifications of the members of the Association, and shall determine the validity of candidacies for positions on the Central Executive Committee. It shall also confirm the nomination of the members of the Board of Trustees.

2)- It shall be responsible for the electoral process of the Central Executive Committee, and shall proceed to the installation of the officers immediately after the elections.

3)- The committee of accreditation and election shall be directed by a president chosen and among the members of this committee.

C- Finance committee

The Finance committee shall be presided by the Treasurer of the Central Executive Committee. It shall study and shall propose projects likely to increase the resources of the Association.

D- Information and Public Relations committee

The Information and Public Relations committee shall be presided by the General Secretary. It shall ensure contacts with the public at all levels - professional and non-professional -.

E- Publications committee

The Publications committee shall be presided by the First Assistant Secretary. It shall be responsible for the publication of the official organs of the Association - newsletters, JAMHE -.

F- Medical Education, Professional and Scientific Affairs committee

This committee shall be presided by the Second Vice-President. It sets up the program of educational and cultural activities of the Association with the cooperation of the regional Chapters. It shall be responsible for planning scientific programs and scientific presentations in the course of the annual convention. It shall facilitate, encourage and coordinate scientific work and communications under the patronage of the Association.

G- Relations with Haiti committee

The Relations with Haiti committee shall be under the direct supervision of the president of the Central Executive Committee. Its members should be mainly the past presidents of the Central Executive Committee.

H- Convention committee

The Convention committee, chaired by the First Vice-President shall consist of:
- The First Vice- President
- The Second Vice-President
- The First Assistant-Secretary
- The Assistant-Treasurer
- An active member who has participated in the organization of a previous convention


I- Recruiting committee

The Recruiting committee is presided by the Immediate Past President. Each regional Chapter shall delegate a member to this committee. Its role shall be
- to coordinate the search for new members
- to gather and to transmit their concerns and/or their recommendations
- to provide the framework for new regional Chapters


Section III Special committees

1)- In case of emergency, the president, in concert with the other members of the Central Executive Committee, can create a special committee charged with working on and making a report to the Central Executive Committee on one or several specific problems.

2)- A special committee shall limit its activities to the accomplishment of the task for which it was appointed. Upon completion of the task for which appointed, such special committee shall stand discharged.


ARTICLE VII
BOARD OF TRUSTEES


Chapter II, Article 4, Section C

The Board of Trustees was created by decision of the General Assembly to:

.- Preserve the stability and ethical integrity of the Association
.- Ensure its functioning according to the By-laws and according to the legal standards
.- Provide a right of recourse to members and the various chapters in case of serious conflicts prejudicial to the Association.

Section I Generalities

1)- The Board of Trustees has the legal responsibility for the management of the
funds and operations of the AMHE. It shall receive the annual report of the Central
Executive Committee as specified in the By-laws

2)- The Board of Trustees has as specific powers the approval of the by-laws and constitutions of all subsidiary organizations of the Association.

3)- The Board of Trustees has as specific duty
- to ensure that the Association operates in a manner consistent with its tax-exempt
status
- to ensure that any partnership or joint venture arrangements with other organizations are conform to written policies, are properly recorded, and do not result in inurement or impermissible private benefit

4)- The Board of Trustees shall meet quarterly. The meeting held during the annual convention shall be the annual meeting of the Board of Trustees. It shall take place before the General Assembly of the AMHE.

5)- The Board of Trustees shall be informed in writing of all decisions voted by the
Chamber of Representatives before those said decisions are submitted to the General Assembly of the AMHE.

6)- The Board of Trustees shall review all the decisions and shall submit written
recommendations to the Central Executive Committee before the General Assembly.

7)- All recommendations submitted by the Board of Trustees shall be taken in consideration during the deliberations of the General Assembly before any final decision.

8)- Any recommendation by the Board of Trustees to reject a decision of the Chamber of Representatives shall stand unless defeated by a two-thirds (2/3) majority of the voting members of the General Assembly.

9)- The financial activities of the Board of Trustees shall be the responsibility of the
treasury of the Central Executive Committee.

10)- In the event of conflicts between the regional Chapters, between the Central
Executive Committee and the regional Chapters, the Board of Trustees shall intervene, and its decisions shall be final.

11)- In the event of resignation en bloc of the Central Executive Committee, the Board of Trustees shall convene immediately for the selection of a provisional committee until the next annual convention.

12)- In the event of dissolution of the AMHE, the final and legal arrangements shall be the responsibility of the Board of Trustees.

Section II Organization

1)- The Board of Trustees shall be composed of two (2) members appointed by each regional Chapter. In order to maintain effective liaison and communication, the President of the Central Executive Committee, the Presidents of the different Chapters, and the Presidents of the branches of the AMHE Foundation shall serve on the Board of Trustees contemporaneously with their term as President. If not appointed members, the immediate Past-President of the Central Executive Committee, the immediate Past-president of the Board of Trustees shall serve as advisers without voting rights.

2)- The Board of Trustees shall be composed of special members: the Honorary members known as "permanent members" nominated by the General Assembly.
- Honorary members shall consist of physicians and dentists who are recognized for their noteworthy contributions or their outstanding service to the Association.
- Honorary members of the Board of Trustees shall have the right to attend meetings of the Board of Trustees and perform whatever functions are requested of them by the Board, if they so choose.
- Honorary members shall not be eligible to vote in any Board of Trustees
proceeding.

3)- Trustees appointed shall serve a term of three (3) years, or until their successors have been properly appointed. Terms shall be staggered so that an equal as possible number of position Board members’ terms shall expire each year.

4)- All Trustees shall be eligible for reappointment, not to exceed two (2) full three-year terms. This provision shall not apply to the Presidents of the Central Executive
Committee, the Chapters, the Foundations, the immediate Past-Presidents of the Central Executive Committee, and the Board of Trustees, whose terms are contemporaneous with their services in said offices. Upon the completion of two (2) consecutive full three-year terms as a Trustee, any person shall thereafter be ineligible to be appointed or serve as a Trustee for a period of one (1) year immediately following the termination of the second full consecutive three-year term.

5)- Except as otherwise required, all Trustees shall be appointed without regard to their political affiliations, but with regard to their experience, standing as a member of the AMHE, area of interest, expertise, and availability.

Section III Terms of Office

All regularly appointed Trustees and duly elected officers of the Board of Trustees shall assume office following their appointment or election at the AMHE annual convention. All officers or Trustees appointed to fill the balance of an incomplete term shall assume said office immediately following their appointment.

Section IV Officers

1)- The officers of the Board of Trustees shall be a Chairperson, a Vice-Chairperson, a Secretary and two advisers. All officers shall be elected by the Board from its own membership at its regular meeting at the annual convention of the AMHE and shall serve during the ensuing calendar year, or until successors are duly elected. The Chairperson, the Vice-Chairperson, and the Secretary can be reelected for a second term.

2)- Only active members shall be elected officers of the Board of Trustees.

3)- Only appointed members shall be elected officers of the Board of Trustees.

4)- The Chairperson shall preside at all meetings of the Board and shall be an ex-officio member of all committees of the Board of Trustees. During his or her tenure, the Chairperson shall not hold any other position on any committee of the AMHE.

5)- The Vice-Chairperson shall act as Chairperson in the absence of the Chairperson and in so acting, shall have the power and the authority of the Chairperson. During his or her tenure, the Vice-Chairperson shall not hold any other position on any committee of the AMHE.

6)- The Secretary of the Board shall be responsible for the preparation, mailing and delivery of all appropriate notices, shall act as custodian of all records and records and reports of the Board, and shall be responsible for keeping adequate minutes and other records of all meetings of the Board. During his or her tenure, the Secretary shall not hold any other position on any committee of the AMHE.

7)- The advisers shall be the immediate Past-Presidents of the Central Executive Committee and Board of Trustees.

Section V Meetings

1)- The annual meeting of the Board of Trustees shall be held during the annual
convention of the AMHE at such time and place directed by the Chairperson of the Board of Trustees.

2)- At its annual meeting, the Board of Trustees shall receive reports from the Central Executive Committee and the AMHE Foundations.

3)- Any recommendation by the Board of Trustees shall be submitted to the General
Assembly and shall be taken into consideration as required in ARTICLE VII, Section I, 5,6.

4)- The quarterly meeting of the Board of Trustees shall be held at such time and place directed by the Chairperson of the Board of Trustees.

5)- At its quarterly meeting, the Board of Trustees shall receive reports from the Central Executive Committee. The reports shall cover activities of the Central Executive Committees and activities of the different regional Chapters.

6)- Special meetings of the Board of Trustees may be called by the Chairperson, or at the written request of at least one-third (1/3) of the Trustees. At least seven (7) days written notice of every special meeting setting forth the business for which the special meeting has been called shall be given to each member of the Board.

7)- In the event of an emergency requiring immediate official action, the Chairperson of the Board of Trustees may call a meeting of the Board of Trustees by verbal notice for the purpose of addressing said emergency. Such notice shall state the date, time and place of the meeting and the circumstances of the emergency.

8)- At all meetings of the Board of Trustees, an absolute majority of the voting membership thereof shall constitute a quorum for the transaction of business.

9)- Attendance at all meetings of the Board by its members is mandatory. Any absence by a member who has received proper notice of said meeting must be excused by the Chairperson. Trustees may participate in a meeting of the Board or a committee of the Board by means of a conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other.

10)- Minutes of the meetings of the Board of Trustees and any of its committees shall be duly recorded, approved by the Board, and maintained. Except for executive sessions as provided for in Section V, 10, a, b, of this Article, the minutes of all meetings shall be available to the membership.

11)- All meetings of the Board of Trustees of the AMHE shall be open to the membership of the Association. However, only the Trustees shall participate to the deliberations except as expressly and specifically otherwise provided by the By-laws.

12)- A person who desires to address the Board of Trustees will not be denied presentation to the Board provided that he or she has registered with the Chairperson or Secretary of the Board to address the Board more than fifteen (15) minutes prior to the time the scheduled meeting is to start.
a)- An executive session may be held during a regular, special or emergency meeting but no official action shall be taken in such executive session
b)- An executive session may be held only upon a majority affirmative vote of the members present of the Board of Trustees.

Section VI Committees

1)- Special committees shall be appointed for such special tasks as circumstances warrant. A special committee shall limit its activities to the accomplishment of the task for which it was appointed and shall have no power to act except as it is specifically conferred by action of the Board of Trustees. Upon completion of the task for which appointed, such special committee shall stand discharged.

2)- The committee shall consist of not less than three (3) nor more than five (5) members of the Board of Trustees. The Chairperson of the Board shall designate the chairperson of each committee.

3)- Minutes of all committee meetings shall be duly recorded and maintained.



ARTICLE VIII
REGIONAL CHAPTERS Chapter II, Article 4, Section D

1)- The regional Chapter shall be the basic entity of the Association. It shall prepare and adopt such rules, regulations or by-laws to be approved by the Chamber of Representatives. Its internal organization shall be left to the discretion of its members.

2)- The regional Chapter shall consist of a minimum of ten members joined together within a geographic unit (nation, state, province, city, etc.) and led by officials chosen by an electoral process. The distribution by geographic unit is regulated by the Central Executive Committee.

3)- The regional Chapter is required to delegate two (2) ad hoc representatives per session of the Chamber of Representatives.

4)- A percentage of the proceeds arising from annual members' dues shall be distributed to the treasurer of the Central Executive Committee. This percentage is decided by the Chamber of Representatives (ARTICLE IV, Section II, D,3).

5)- The regional Chapter will turn over the percentage to the treasurer of the Central Executive Committee at least fifteen (15) days before the meeting of the Chamber of Representatives.

6)- Reports of the activities of the regional Chapters shall be prepared and submitted quarterly to the Central Executive Committee. Reports of the activities shall also be prepared and submitted at the Chamber of Representatives meeting, and as requested by the Central Executive Committee.


ARTICLE IX
GENERAL ASSEMBLY Chapter II, Article 3, Section E

 

1)- The General Assembly is the sovereign body of the Association. Its decisions are final, subject to such limitations as are contained herein and in the By-laws.

2)- The meeting of all the membership is called General Assembly. It shall take place once a year at the end of the annual convention.

3)- The General Assembly shall receive all the resolutions adopted by the Chamber of Representatives accompanied by the recommendations of the Board of Trustees. The General Assembly will ratify or reject the resolutions. However, any recommendation by the Board of Trustees to reject a resolution of the Chamber of Representatives can be override only with a majority of two-thirds (2/3) of the voting members of the General Assembly.

4)- The elections of the officers of the Central Executive Committee shall take place during the General Assembly.

5)- The quorum necessary to validate the decisions of the General Assembly shall be a majority of twenty (20) voting members in addition to the officers of the Central Executive Committee.

6)- The president and the secretary of the Central Executive Committee shall preside over the General Assembly.


ARTICLE X
CHAMBER OF REPRESENTATIVES Chapter II, Article 4, Section B

1)- The Chamber of Representatives shall consist of:
- All the elected members of the Central Executive Committee
- All the elected members of regional Chapters
- All the members of the Board of Trustees
- Two delegates per Chapter with the right to vote

2)- The Chamber of Representatives is the legislative body of the Association. The By-laws of the Association, amendments to the By-laws shall be voted upon by the Chamber of Representatives before adoption by the General Assembly.

3)- The Chamber of Representatives shall also review the various reports of the Central Executive Committee, the permanent and special committees, and those of the executive committees of the regional Chapters. It shall approve the decisions taken by those different committees if they are conform to the general organization of the Association.

4)- All decisions of the Chamber of Representatives shall be part of the annual report of the Central Executive Committee and shall be submitted to the Board of Trustees for review and recommendations before they are voted upon by the General Assembly.

5)- The Chamber of Representatives shall meet once a year at least two (2) months before the annual convention.

6)- The quorum necessary to validate the decisions of the Chamber of Representatives shall be a majority of fifteen (15) voting members in addition to the officers of the Central Executive Committee.

7)- Extraordinary meetings of the Chamber of Representatives can be convened by the Central Executive Committee for the purpose of considering a specific problem. Furthermore, such a meeting can be convened by the petition of two (2) regional Chapters to the Central Executive Committee.


 

ARTICLE XI
AMHE FOUNDATION


The AMHE Foundation shall be a not-for-profit, charitable organization created by the Association of Haitian Physicians Abroad (AMHE) to carry out its philanthropic mission, which is to promote health, education and welfare in Haitian communities abroad and within Haiti.

1)- Due to different laws in United States and in Canada, it has been accepted the functioning of two (2) branches of the Foundation, one (1) in Canada and one (1) in the United States. However, the duties to be assumed by the Board of Directors of these two branches are the same.

2)- Such branches of the Foundation shall adopt such rules, regulations or by-laws to be subject to the approval of the Chamber of Representatives. Such rules, regulations or by-laws shall set forth the purpose and function of the Foundation.

3)- Report of the activities of the Foundation shall be prepared and submitted regularly as required by the Central Executive Committee.


 

ARTICLE XII
MEETINGS AND QUORUM Chapter II, Article 3, Section A, B, C

Section I Regular meetings

1)- General Assembly

It shall meet once a year at the end of the annual convention. The quorum necessary to validate any decision shall be twenty (20) voting members in addition to the officers of the Central Executive Committee.

2)- Chamber of Representatives

It shall meet once a year, at least two (2) months before the annual convention. The notice of such meeting shall be mailed two (2) months before the set date for the meeting. The quorum necessary to validate any decision shall be fifteen (15) voting members in addition to the officers of the Central Executive Committee.

3)- The Board of Trustees

It shall meet quarterly. The meeting held during the annual convention is the annual meeting of the Board of Trustees. The notice of such meeting shall be mailed fifteen (15) days before the set date for the meeting. The quorum shall be the absolute majority of the voting members of the Board of Trustees.

4)- The Central Executive Committee

It shall meet once a month and as needed. The Central Executive Committee shall also meet at the request of any of the permanent or special committees, any of the regional Chapters and the Board of Trustees. The notice of such meeting shall be mailed fifteen (15) days before the set date for the meeting. The quorum necessary to validate any decision shall be five (5) members of this committee.

5)- The permanent and the special committees

They shall meet at the discretion of their chairpersons. The notice of such meeting shall be mailed seven (7) days before the set date for the meeting. A majority of the membership of these committees shall constitute a quorum.

Section II Special meetings

1)- Extraordinary meetings of the Chamber of Representatives can be convened by the Central Executive Committee for the purpose of considering a specific problem. Furthermore, such a meeting can be convened by the petition of two (2) regional Chapters to the Central Executive Committee. At least thirty (30) days written notice of every extraordinary meeting setting forth the business for which the extraordinary meeting has been called shall be given to each member of the Chamber of Representatives.

2)- Special meetings of the Board of Trustees may be called by the Chairperson, or at the written request of at least one-third (1/3) of the Trustees. At least seven (7) days written notice of every special meeting setting forth the business for which the special meeting has been called shall be given to each member of the Board.

3)- At any special meeting no business shall be transacted except that for which the meeting was called and stated in the notice calling the meeting.

Section III Generalities

1)- The meetings of the General Assembly and the Chamber of Representatives are called by the Central Executive Committee. They are presided by the President and the General Secretary of the Central Executive Committee.

2)- The meetings of the Board of Trustees are called by the Chairperson of the Board of Trustees. They are presided by the Chairperson and the Secretary of the Board of Trustees.

3)- The meetings of the Central Executive Committee are called by the President of the Central Executive Committee. They are presided by the President and the General Secretary of the Central Executive Committee.

4)- The meetings of the permanent or special committees are called and presided by their official chairperson.

5)- Meetings may be held by means of a conference call or similar electronic communication equipment by means of which all persons participating in the meeting can hear each other.

6)- The agenda of meetings, be it the General Assembly, the Chamber of Representatives or the Central Executive Committee should run as follows:

a)- Roll call
b)- Proof of the announcement of the meeting
c)- Reading the minutes of the preceding meeting
d)- Correspondence
e)- Report of officers
f)- Committees’ reports
g)- Old business
h)- New business
i)- Questions of general interest

Nevertheless, the agenda of a meeting can be modified by the majority vote of the members present. Priority questions to be debated should be decided by the president of the meeting.

7)- A membership roll showing the list of the members as the record date shall be available at any meeting of the General Assembly or the Chamber of Representatives, and shall be produced upon request of any member.

8)- The minutes of all meetings - General Assembly, Chamber of Representatives, Central Executive Committee, Board of Trustees, permanent and special committees - shall be duly recorded and maintained. Copies of such minutes shall be signed.

9)- The minutes shall include the following:

a)- The date, time and place of the meeting
b)- The names of the members who were present
c)- All motions, proposals, resolutions, orders and measures proposed, the name of the member proposing the same and their disposition.
d)- The results of all votes.

Section IV Procedure

In the absence of any provision contrary to proposed action, all meetings of the
Association should proceed according to the rules and parliamentary usage such as are written down in the most recent edition of “Robert's Rules of Order.”


 

ARTICLE XIII
ANNUAL CONVENTION Chapitre II, Article 3, Section D

 

1)- The A.M.H.E. calls its members together once a year for scientific, academic, social, administrative and cultural objectives. This meeting is designated under the name of “annual convention".

2)- The Board of Trustees shall meet on the occasion of the annual convention. The Central Executive Committee shall submit its report and all the resolutions adopted by the Chamber of Representatives. The Board of Trustees should vote on the resolutions and should address in writing its recommendations to the Central Executive Committee prior to sending them to the General Assembly.

3)- The Central Executive Committee shall be the organizer of and is ultimately responsible for the annual convention. It determines the site, the theme of the convention, its date and duration.

4)- The Central Executive Committee shall designate the site for holding the next two (2) conventions, two (2) years in advance.


 

ARTICLE XIV
NOTICES, AMENDMENTS Chapitre IV, Article 1


Section I Notices

1)- All notices of activities, all directives and dispositions of the Association at the level of the Central Executive Committee shall be the exclusive responsibility of this committee.

2)- The notices can be sent directly to the members at their current known address or through the intermediary of the executive committee of their regional Chapter.


Section II Amendments Chapitre IV, Article 2

The articles of these By-laws can be amended or abolished by the General Assembly.

1)- The By-laws committee shall announce the article(s) targeted for amendment or abolition at the meeting of the General Assembly, one year in advance of deliberations.

2)- Any active member with such announcement shall submit his or her written petition to the By-laws Committee at least thirty (30) days before the meeting of the General Assembly.

3)- Any announcement shall be accompanied by a written amendment proposal or a written justification for abolition.

4)- Amendment or abolition proposals properly made at the annual meeting of the General Assembly should be communicated to the various Chapters for discussion and should be presented for deliberation at the next meeting of the Chamber of Representatives.

5)- In order to be adopted, any amendment or abolition proposal shall receive a two-thirds (2/3) majority of the voting members at the Chamber of Representatives.

6)- The Central Executive Committee shall submit a written copy of the decisions of the Chamber of Representatives to the Board of Trustees.

7)- The written copy of the decisions of the Chamber of Representatives and a written copy of the recommendations of the Board of Trustees should be presented at the General Assembly (ARTICLE VII, Section I, 5,6).

8)- The General Assembly may act such ways:
- adoption of amendment or abolition proposal
- rejection of amendment or abolition proposal with recommendations to the By-laws committee
- rejections of amendment or abolition proposal without recommendations

9)- In order to be adopted, any amendment or abolition proposal shall receive a two-thirds (2/3) majority of the voting members of the General Assembly.

Section III Effect of Adoption of By-laws Chapter IV, Article 3

Upon adoption of these By-laws by the General Assembly, these By-laws shall become effective one (1) year following the vote of the General Assembly. They shall fully supersede and replace all preceding constitutions, resolutions, By-laws or other governing documents which may have been previously adopted by either said General Assembly.


 

ARTICLE XV
DISSOLUTION Chapter IV, Article 3


In case of dissolution, the Board of Trustees shall be the responsible body. After payment of all debts and liabilities, the Board of Trustees shall dispose of all assets of the AMHE in such manner or to such organizations operated exclusively for charitable, educational or scientific purposes.