AMHE

Foundation In Haiti

AMHE Bylaws

May 2025 Revision

Mission Statement.

The Haitian Medical Association Abroad (A.M.H.E.) is committed to serving the interests of its members and addressing the medical needs and concerns of the Haitian community abroad and in Haiti.

To fulfill this commitment, A.M.H.E. will strive to provide its members with professional information to benefit their practice and improve the health and welfare of their communities, particularly the Haitian community.

ARTICLE: I

NAME: The Association should be identified as follows: Haitian Medical Association Abroad or Association Médicale Haïtienne à L’Étranger registered as (A.M.H.E., Incorporated).

ARTICLE II

OBJECTIVES OF THE ASSOCIATION

Promote medical science among healthcare professionals of Haitian origin or others interested in Haitian health issues.

Advocate for and defend the interests of physicians, dentists, and other allied health professionals abroad in their respective communities.

Offer its members opportunities to participate in social, educational, and cultural activities.

Strengthen bonds between Haitian physicians, dentists, and other allied health professionals residing outside of Haiti, and assist them in their professional lives.

Encourage its members to remain engaged with the schools of medicine, the schools of dentistry, other medical associations, and the entire medical community in Haiti and abroad for the purpose of assistance.

ARTICLE III

The official addresses of the A.M.H.E., Incorporated are:

1166 Eastern Parkway, Brooklyn, New York, 11213

www.AHME.org

ARTICLE IV

GENERAL ORGANIZATION

Section I: COMPONENTS

The Association comprises:

The membership
The Regional Chapters
Board of Trustees
The Central Executive Committee
The General Assembly
The AMHE Foundation

Section II: FINANCES

The financial resources of the Association shall include, but are not limited to, the following sources:

Regular dues of the members.
Proceeds from profitable activities such as workshops, conferences, and fundraising events.
Grant funding for specific projects with or without the Foundation.
Gifts, including possible legacies and endowment funds.

The funds of the Association shall be used to:

Cover the expenses of its operations.
Implement various projects approved by the General Assembly.
Facilitate or develop grant-funded projects and maintain a reserve fund.

The Association shall have a bank account in its name. Withdrawals of funds are authorized by the treasurer, the assistant treasurer, or in extremis by the president.

The treasurer shall manage the finances of the Association and shall present an accounting report annually to the General Assembly.

The Management of finances shall be under the control of the Executive Committee and shall be reported at the meetings of the Board of Trustees.

The Executive Committee shall be collectively responsible for managing the funds of the Association on behalf of the Board of Trustees and the General Assembly.

The Association's expenditure shall be determined based on the budget prepared within 60 days following the appointment of the new Executive Committee. This budget must be voted on and approved shortly thereafter by the Finance Committee. During the annual convention, the budget shall be submitted to both the Board of Trustees and the General Assembly for review.

Section III: GENERALITIES

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 individuals. However, the Association is authorized and empowered to reimburse such persons reasonably for expenses incurred in furtherance of the purposes outlined in these Bylaws.

Additionally, no part of the Association's activities shall involve participating in any political campaigning for or against any candidate for public office. The Association shall adhere to all restrictions applicable to organizations exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue laws).

Please note that contributions to political action committees (PACs) are typically not permissible for 501(c)(3) organizations, as such actions might jeopardize their tax-exempt status. It’s advisable to consult legal counsel or a compliance expert to ensure alignment with applicable laws and regulations.

The Haitian Medical Association Abroad (AMHE, Incorporated) shall maintain its status as an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue law). These bylaws shall be interpreted consistently with this goal, and all powers and activities undertaken by the Association shall be exercised within the constraints of said tax-exempt status.

Notwithstanding any provisions herein to the contrary, the trustees and officers of the AMHE shall have the authority to take necessary actions to ensure and maintain compliance with the Internal Revenue Code applicable to tax-exempt organizations. This includes adapting practices to conform to requirements as they evolve under federal regulations.

A.M.H.E., Incorporated shall actively recruit and engage experts or consultants as needed to satisfy grant, gift, and endowment fund guidelines as stipulated by the Internal Revenue Service. The authority to recruit, select, and engage such experts demonstrates a commitment to both operational and compliance excellence, ensuring that funding requirements meet all relevant guidelines and standards.

The A.M.H.E., Incorporated commits to adhering to all IRS guidelines and requirements for tax-exempt organizations, establishing necessary procedures and practices for fiscal management, reporting, and governance to preserve its tax-exempt status.

ARTICLE V

MEMBERSHIP

Section I: NATURE OF MEMBERSHIP

Membership of the A.M.H.E., Incorporated 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. Membership is duly recognized by an Identification card, which is the property of the A.M.H.E., Incorporated.

Section II: The Association includes four categories of members

Regular Member: Any physician (M.D. or D.O.), dentist, of Haitian origin and holder of a medical diploma from an accredited university can be an active member of the A.M.H.E. The member may be practicing or retired or may be a resident in training or fellow. The status of membership is independent of chapter affiliation.

Associate member: Any graduate physician (M.D. or D.O.), dentist of Haitian origin, and not holder of a practicing medical license; any licensed Health Care Professional (Chiropractor, Podiatrist, Nurse Practitioner, Physician Assistant, Pharmacist) can be an associate member.

Affiliate member: Any person working in the healthcare field, regardless of country of origin, including medical and dental students, desiring to promote the objectives of the AMHE can be an affiliate member.

Honorary member: The qualification of honorary member is conferred by the Board of Trustees upon an individual who has contributed to the advancement of medical science, to the welfare of the Haitian community, or to the advancement of the Association in an extraordinary manner.

Section III: PRIVILEGES

Regular members: 1) Shall pay annual dues. 2) May attend the meetings of the Association. 3) Have the right to vote. 4) Have the right to be elected officers of the Central Executive Committee. 5) Have the right to be elected as members at large on the Board of Trustees. 6) Have the right to AMHE benefits packages.

Associate Members: 1) Shall pay annual dues. 2) May attend the meetings of the Association. 3) Shall have the right to vote and be elected officers of their chapter. 4) Shall not have the right to be elected officers of the Central Executive Committee. 5) Shall not have the right to be elected as members at large on the Board of Trustees. 6) Can participate in different committees of the A.M.H.E., Incorporated. 7) Have the right to AMHE benefits packages.

Affiliate members: 1) Shall not pay annual dues. 2) May attend the meetings of the Association. 3) Shall not have the right to vote. 4) Shall not have the right to be elected an officer of the Central Executive Committee. 5) Can participate in different sub-committees of the Chapters.

Honorary members: 1) Shall not pay annual dues. 2) Shall attend the meeting of the Association by invitation. 3) Shall not have the right to vote. 4) Shall not have the right to be elected an officer of the Central Executive Committee. 5) Can execute specific functions or tasks assigned by the officers of the chapters or of the Central Executive Committee of the A.M.H.E., Incorporated.

Any Physician or dentist may be an active AMHE member without any Chapter affiliation. These members are entitled to all privileges, prerogatives and benefits, as stated in the By-laws.

Section IV: APPLICATION

The application form shall be in hard copy or electronic, shall be signed by the applicant, and shall be submitted to the Regional Chapters of the A.M.H.E. The applicant who resides outside the jurisdiction of a Regional Chapter should submit their application to the Secretary of the Central Executive Committee.

The application form shall include, but is not limited to, the following sections:

1. Acknowledgment and Agreement

a) A statement confirming that the applicant has received and read the By-laws of the Chapter or the By-laws of the Association.

b) A declaration that the applicant agrees to be bound by the terms of these By-laws in all matters related to the consideration of their application.

2. Qualifications:

Detailed information concerning the applicant, including affirmative pledges that satisfy the basic qualifications specified in Article V, Section II, as well as any additional qualifications outlined herein for the membership status for which they are applying.

Upon acceptance, the new member shall pay the dues – if any – to the treasurer of the Regional Chapter or to the treasurer of the Executive Committee.

The membership is for one year automatically renewable except in case of nonpayment of the dues, resignation, disciplinary sanctions.
The membership status shall change any time the requirements for any other status are met.
Section V: DUES

The Board of Trustees shall determine the amount of the annual membership dues. This decision must be made before the start of each fiscal year and requires approval by the General Assembly. Once approved, the dues amount shall be communicated to all Regional Chapters.

The annual dues may be collected by either the Treasurer of the Central Executive Committee or the Treasurer of the Regional Chapter, depending on practicality and applicability. Dues must be collected within the first three (3) months of the fiscal year, which runs from January 1st to December 31st.

The Treasurer of the Central Executive Committee shall remit a percentage of the dues they collect directly to the respective Regional Chapters. A list of all dues-paying members (payees) shall be provided to the Regional Chapters to ensure transparency. Similarly, the Treasurer of each Regional Chapter is required to turn over a designated percentage of the dues they collect to the Central Executive Committee. A list of the payees must accompany the transfer. The Board of Trustees will determine the specific percentage for each allocation. These percentages are subject to annual communication to all chapters and may be adjusted at the Board's discretion.

Members who fail to pay their dues will have their privileges suspended, except for the privilege of attending meetings, until the dues are paid.

Section VI: RESIGNATION

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

Section VII: SANCTIONS

The various disciplinary sanctions shall include reprimand, suspension with loss of privileges, and expulsion.

An evaluation of a member's activities or professional conduct may be initiated if there is a reasonable probability that such activities or conduct are detrimental to the Association.

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

When a request for Evaluation or Corrective Action of a member is received, the Governance and Ethics Committee shall promptly meet and discuss the matter. Before making any recommendation to the Board of Trustees, the member who is being evaluated shall have an opportunity to meet with the Governance and Ethics Committee. A record of the interview shall be made and shall be included in the report to the Board of Trustees.

The Governance and Ethics Committee shall issue a written report and recommendations to the Board of Trustees within thirty (30) days. Such recommendations may include a reprimand, suspension with loss of privileges, and/or Revocation of membership.

The recommendations shall be communicated to the members being evaluated, and he or she shall also be notified thirty (30) days prior to the deliberations of the Board of Trustees. The member being evaluated shall have an opportunity to meet with the Board of Trustees.

To validate a decision of disciplinary sanction, a majority of two-thirds (2/3) by the Board of Trustees shall be required.

No later than thirty (30) days following the deliberations of the Board of Trustees, the member who is being evaluated shall be informed of the action of the Board of Trustees. Such action may include:

• Rejecting the request for corrective action

• Reprimand

• Suspension with loss of privileges

• Revocation of membership.

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

ARTICLE VI

Section I: POWERS OF THE BOARD OF TRUSTEES

The Board of trustees is the policy making, decision making body, and the organism of review and control of the A.M.H.E., Incorporated.

Subject to the provisions of the Non-profit Corporation, State laws, and any limitations in the Articles of Incorporation and By-laws related to action required or permitted to be taken or approved by the members of this corporation, the activities and affairs of the A.M.H.E. shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Trustees.

The power to enforce the Articles of Incorporation and the By-laws of the Corporation shall rest with the Board of Trustees.

Section II: GENERALITIES AND DUTIES

The Board of Trustees has the legal responsibility for the management of the funds and operations of the A.M.H.E., Incorporated. It shall receive the reports from the Executive Committee as specified in the By-Laws.

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

The Board of Trustees has, as a specific duty, to ensure that the Association operates in a manner consistent with its tax-exempt status.

All programs, projects, and initiatives of the Central Executive Committee or other entities of the A.M.H.E., Incorporated shall be submitted to and approved by the Board of trustees, assuring that any partnership or joint venture arrangements with other organizations are conform with written policies, are properly reported to, and reviewed by the Board of trustees and do not result in inurement or impermissible personal benefit.

DUTIES:

Fulfill all duties assigned to them, whether collectively or individually, according to the law, the Articles of Incorporation of the corporation, and the By-laws of the association.

Attend meetings at times and places specified by the By-laws.
Register their addresses with the Secretary of the association. Notices of meetings sent to these registered addresses will be considered valid.
Pay the annual special contribution required of Board members.
Trustees do not receive compensation for their services.
Trustees may be reimbursed for reasonable expenses incurred while performing their duties as Board members.

Section III: COMPOSITION OF THE BOARD OF TRUSTEES

The Board of Trustees of A.M.H.E., Incorporated shall consist of:

Eight Members at large elected by the General Assembly (See Section V) with voting power.

The President and the General Secretary of the Central Executive Committee with voting power.
The president of an active chapter with voting power.
The president or the chairman of the Board of Directors of the AMHE Foundation with voting power.
The president-elect with no voting power
The immediate past chair of the Board of Trustees with no voting power.
The immediate past president of the CEC with no voting power.
The treasurer with no voting power.

Section IV: QUALIFICATIONS OF THE MEMBERS AT LARGE

To be elected as a member at large, the candidate shall:

Be an active member for five (5) consecutive years, and he or she
have attended at least one annual convention of the A.M.H.E. during those past three (3) years.
Show proof of eligibility presented to the Governance and Ethics committee at least six (6) weeks before the date of the election.

Each active chapter shall present (2) two candidates to the Governance and Ethics committee. Independent candidates shall make their request to the Governance and ethics committee. The Governance and Ethics Committee shall select and publish the names of the candidates (2) two weeks before the date of the election.

Section V: ELECTION OF THE MEMBERS AT LARGE

The election of members at large occurs during the General Assembly at the annual Convention.

Newly elected members at large, along with other Board of Trustees members, assume office immediately after the annual Convention concludes.

These individuals will fulfill their assigned duties from the moment they enter office until their successors are elected.

Section VI: TERM OF OFFICE OF THE TRUSTEES

Members at large serve a term of three (3) years each.

They are eligible to serve a maximum of two (2) consecutive terms. After serving two consecutive terms, a member at large must take at least a one-year hiatus before being eligible to serve again as a member at large. A member at large who has completed two consecutive terms may immediately serve on the Board of Trustees in a different capacity without the mandatory break.

Officers of the Central Executive Committee concurrently serve on the Board of Trustees for the duration of their term as officers, as per Article VI, Section II.

Section VII: OFFICERS OF THE BOARD OF TRUSTEES

The officers of the Board of Trustees shall be a Chair, a Vice-Chair, and a Secretary. The Board of Trustees shall elect the Officers from among its members. Elections occur at the Board's next regular meeting after the annual convention of the AMHE. Officers serve for a period of three (3) years or until their successors are elected. The Chair, Vice-Chair, and Secretary can each serve a maximum of two (2) consecutive terms in their respective roles.

Roles and Responsibilities

Chair:

Presides over all meetings of the Board of Trustees.
Is an ex-officio member of all Board committees.
Can not hold any other position on any AMHE committee during their tenure.

Vice-Chair

Acts as Chair in the Chair's absence and exercises the Chair's powers and authority when doing so.
Cannot hold any other position on any AMHE committee during their tenure.

Secretary

Responsible for preparing, mailing, and delivering all necessary notices.
Acts as custodian of the Board's records and reports.
Keeps minutes and records of all Board meetings.
Cannot hold any other position on any AMHE committee during their tenure.

Past Chair

If not elected as a director at large, the immediate Past Chair serves as an adviser to the Board of Trustees, without voting rights.

Section VIII: MEETINGS OF THE BOARD OF TRUSTEES

Meetings shall be held at such places as have been designated by resolution of the Board of Trustees.

Regular Meetings

Regular meetings of the Board of Trustees shall be held every other month, and/or maybe more frequent depending upon the corporation’s needs. The Trustees shall decide on a meeting schedule.

At its regular meetings, the Board of Trustees shall receive reports from the Executive Committee. The meeting shall cover the activities of the Executive Committee, the activities of the different Regional Chapters, the activities of the treasury, and a report from the AMHE Foundation.

The Executive Committee shall enforce any resolution submitted by the Board of Trustees during that Meeting.

Annual Meetings

The annual meeting of the Board of Trustees shall be held during the Annual Convention of the A.M.H.E., Incorporated at such time and place as directed by the Chair of the Board of Trustees.

At its annual meeting, the Board of Trustees shall receive reports from the Central Executive Committee.

The reports shall cover activities of the Executive Committee and of the various Regional Chapters. The Treasurer of the CEC shall present a financial Status of the Association. The President of the AMHE Foundation will present a report of the philanthropic and financial activities of the Foundation.

Special Meetings

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.

Emergency Meetings

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 or e-mail to address said emergency. Such notice shall state the date, time, and place of the meeting, as well as the circumstances of the emergency.

EXECUTIVE SESSION OF THE BOARD

All executive sessions of the Board of Trustees shall be closed to anyone who is not a member of the Board of Trustees.

An executive session may be held during a regular, special, or emergency meeting, but no official action shall be taken in such an executive session. An executive session may be held only upon a majority affirmative vote of the members present at the Board of Trustees meeting.

ATTENDANCE AND QUORUM FOR MEETINGS

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

At all meetings of the Board of Trustees, a simple majority of 50% plus one of the voting memberships present shall constitute a quorum for the transaction of business. The Board of Trustees shall consider no business at any meeting at which a quorum is not present.

MAJORITY ACTION AS A BOARD MEMBER

Any action or decision made by a majority of the voting members present at a meeting with a quorum is considered an official act of the Board of Trustees. However, if the Articles of Incorporation, the By-laws, or the Non-profit Benefit Corporation State Law specify a higher voting requirement or different rules for approving a particular matter, those provisions must be followed.

CONDUCT OF MEETINGS

The Chair will lead meetings of the Board of Trustees. If the Chair is absent, the Vice-Chair will preside.
Meetings will be conducted according to Robert’s Rules of Order, Revised.
Minutes from Board and committee meetings must be recorded, approved by the Board, and maintained. Except for executive sessions as stated in Section VII-5, Article [X], meeting minutes should be accessible to the Association's members.
All Board of Trustees meetings are open to Association members, but only Trustees may participate in discussions unless the Bylaws specifically allow otherwise.
Anyone wishing to address the Board will be given the opportunity, provided they register with the Chairperson or Secretary at least 15 minutes prior to the meeting's start.

Section IX: REMOVAL:

Any Trustee shall be removed from the office for loss of his or her membership status, improper or unethical conduct, or failure to execute the duties of his or her office.

Any Trustee may be removed at any special meeting of the Board of Trustees according to the procedures (Article V, section VII) and upon an affirmative vote of two-thirds (2/3) of the voting members of the Board of Trustees at such meeting.

Section X: RESIGNATION:

Any trustee may resign effectively upon giving written notice to the Chair, or to the Secretary. The resignation is effective immediately.

The resignation of the President or the Secretary of the Central Executive Committee as such shall terminate his/her tenure as a Board member. The termination is effective immediately.

Section XI: VACANCIES:

A vacancy occurs upon the death, resignation, or removal of a Trustee. A vacancy also occurs when the number of authorized Trustees is increased.

Vacancies can be filled as follows:

A chapter President vacancy is filled by their replacement.
A Member-at-large vacancy, if the member was independently elected, is filled by a majority vote of the Board of Trustees. If the Member-at-Large was designated by a chapter, the chapter fills the vacancy.
The President of the Central Executive Committee vacancy is filled by their replacement.
The Secretary of the Central Executive Committee vacancy is filled by their replacement.
The President or Chairman of the Board of Directors of the AMHE Foundation vacancy is filled by their replacement.

The person filling the vacancy will complete the remainder of the term of the predecessor.

Section XII: NON-LIABILITY OF TRUSTEES:

The Trustees shall not be personally liable for the debts, liabilities, or other obligations of the corporation. Liability insurance shall cover all the members of the Board of Trustees.

Section XIII: CONFLICT OF INTERESTS:

Any Conflict of interest shall be reviewed by the Governance and Ethics Committee and presented immediately to the Board of Trustees for appropriate correction.

ARTICLE VII

CENTRAL EXECUTIVE COMMITTEE

Section I: ADMINISTRATIVE BODY:

The Central Executive Committee of the A.M.H.E., hereafter designated as the Executive Committee, will manage the daily activities of the Association. The Executive Committee shall ensure the overall functioning of the Association and execute the decisions approved by the Board of Trustees and the General Assembly.

Section II: Office of the Executive Committee:

The Central Executive Committee is composed of seven voting (7) members and is assisted by an Executive Director. It consists of:

President
President-Elect
The Vice-President
General Secretary
Assistant Secretary
Treasurer
Assistant-Treasurer

The President and the Secretary of the Central Executive Committee shall also be members of the Board of Trustees. In their roles as members of the Board, they shall possess the powers and authority of trustees, but only in the context of fulfilling the duties of the Board of Trustees.

Section III: QUALIFICATIONS

To be eligible for the offices of the Central Executive Committee, it is necessary to:

be an active member of the Association for at least three consecutive years. Must be in good standing at the time of candidacy and at the time of election.
have participated in at least one annual convention of the AMHE during the three years preceding the submission of candidacy.

Candidates for the presidency, vice-president positions, and president-elect must have previously held an elective office either at the level of the Central Executive Committee or within the Executive Committee of a Regional Chapter.

Section IV: ELECTIONS

The elections of the officers of the Central Executive Committee shall take place during the annual convention.

The Governance and Ethics Committee shall conduct the elections.

Candidacies for the offices of the Central Executive Committee must be submitted in writing to the Governance and Ethics Committee at least forty-five (45) days prior to the elections. The Governance and Ethics Committee is responsible for validating the candidates.

The list of candidates for the Central Executive Committee must be published fifteen (15) days before the annual convention. In exceptional circumstances where there are no candidates for a specific office, the Governance and Ethics Committee, in conjunction with the Board of Trustees, will make a decision regarding the matter.

No candidate may belong to the Governance and Ethics Committee.

The officers of the Central Executive Committee shall be elected by secret ballot. Votes may also be submitted electronically.

A simple majority of the votes cast is required to elect an officer.

Each voting member is authorized to vote only once.

An absent voting member may vote by proxy. The proxy must be signed by both the absent member and the member holding it. A member can hold only one proxy.

The newly elected officers shall assume their duties immediately at the end of the Annual Convention. They are responsible for performing the duties assigned to them according to their position.

Section V

TERM OF THE OFFICERS OF THE CENTRAL EXECUTIVE COMMITTEE.

Officers of the Central Executive Committee serve a two-year term. They are generally allowed to succeed themselves, which means they can be re-elected or re-appointed for subsequent terms. However, there is an exception for the positions of President and President-elect; individuals holding these offices cannot immediately succeed themselves in the same role.

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 VI: DUTIES

To be eligible for the offices of the Central Executive Committee, it is necessary to:

have been an active member of the Association for at least three consecutive years. Must be in good standing at the time of candidacy and at the time of election.
have participated in at least one annual convention of the AMHE during the three years preceding the submission of candidacy.

Candidates for the presidency, vice-president positions, and president-elect must have previously held an elective office either at the level of the Central Executive Committee, or within the Executive Committee of a Regional Chapter.

The President shall:

Direct the functions of the Executive Committee
Call all regular meetings
Present a report both at the regular meetings of the board and at its annual meeting at the convention.
Prepare the agenda of the General Assembly
Be an ex officio member of all the committees, permanent or special.
Execute all decisions in accordance with the Executive Committee and the Board of Trustees in case of emergency.

The President-Elect shall be an observer to the President. He shall be informed of all actions taken by the President.

The Vice-President shall assist the President in his/her duties and shall replace him in the event of absence or incapacitation. He/She shall participate in all actions taken by the president. He/She oversees the By-laws Committee and of the Annual Convention. He shall be informed of all activities pertaining to the convention and shall be in charge of the Scientific Committee of the Convention. He/She shall be responsible for the Medical Education and Professional and Scientific Affairs Committee.

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

The Assistant-Secretary shall assist the Secretary. He/She replaces the secretary in the event of absence or incapacitation. He/ She shall oversee the website. He/She shall organize the minutes. He/She shall be a member of the Editorial Board of the AMHE Newsletter and be informed upon request of all publications of the association. He /She shall oversee the Policies and Procedures book of the AMHE that shall be annually reviewed by the Executive Committee and by the Board of Trustees.

The Treasurer shall manage the Association's funds and shall sign the financial documents. In his/her absence, the President, with the Assistant Treasurer, shall do so. He shall present an annual financial report at the annual convention. He/ She oversees the Finance Committee. He/She is duly responsible for filing taxes, requesting an audit, and keeping the corporation's financial status in good standing.

The Assistant Treasurer shall assist the Treasurer in managing the funds of the AMHE and all documents pertaining to finances. He shall be responsible for signing checks if the Treasurer is absent or becomes incapacitated.

The Executive Director is hired by the Board of Trustees and is a paid employee of the Association. The Executive Director reports to the president of the Association.

Section VII

ATTRIBUTIONS AND RESPONSIBILITIES OF THE EXECUTIVE DIRECTOR:

The Executive Director provides executive-level support to the Central Executive Committee, the Board of Trustees, the Chapters, and the Committees through the CEC. He/she carries out the Goals and Policies of the Association. He/she performs the day-to-day responsibilities of the AMHE. He/she shall attend the meetings of the Board, report on the progress of the Association, and answer all relevant questions. He/she directs the organization of the Annual Convention in collaboration with the President, the Vice-president, and the Convention Committees. He/she supervises the execution and implementation of the Association Strategic Plan. He/she manages and coordinates the organization’s correspondences, with the President and the Secretary of the CEC. The Board can designate and assign other duties as necessary to the Executive Director.

Section VIII: REMOVAL

Officers of the Association can be removed from their positions under certain circumstances, including:

Loss of Membership Status: If an officer loses their membership status in the Association, they will also be removed from office.
Improper or Unethical Conduct: Any officer found to be engaging in improper or unethical conduct may be removed from their position.
Failure to Execute Duties: An officer who fails to fulfill the duties of their office can be subject to removal.

The process for removal involves:

A special meeting of the Board of Trustees.
Following the procedures outlined in (Article V, Section VII).
A two-thirds (2/3) affirmative vote from the voting members of the Board of Trustees present at the meeting.

These steps ensure that the removal of an officer is considered carefully and require significant agreement among the Board of Trustees members.

Section IX: RESIGNATION

Any Officer of the Central Executive Committee may resign upon giving written notice to the Chair of the Board of Trustees or to the President of the Executive Committee.

Section X: VACANCIES

If a vacancy occurs on the Central Executive Committee, it may arise due to the following reasons:

Death of an Officer
Resignation of an Officer.
Removal of an Officer.
Increase in Authorized Officers.

When a vacancy occurs for any of these reasons, it must be filled within thirty (30) days by the Central Executive Committee. The process to fill the vacancy includes:

The selection of a new officer at the next regular meeting of the Central Executive Committee.

Alternatively, a special meeting may be convened specifically for the purpose of appointing a new officer.

This procedure ensures that vacancies are addressed promptly to maintain the functionality and leadership of the Central Executive Committee. The Governance and Ethics Committee shall review the qualifications of any expected new officer. The new officer shall serve out the remaining term.

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

In the event of resignation “as a whole” of the Central Executive Committee, the Board of Trustees shall convene immediately for the selection of a provisional committee until the next annual convention.

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

Section XI: GENERALITIES

The Central Executive Committee oversees all publications of AMHE, Incorporated.

They handle directives and information originating from the secretary's office.

They receive monthly reports from the various Regional Chapters. They are responsible for hiring and retaining a professional staff to assist with their tasks.

In case of an emergency, the President can, in collaboration with the Chairman of the Board and other members of the Central Executive Committee, establish a special committee to address specific problems. This committee is tasked with reporting back to the Executive Committee.

Regular meetings are held monthly. A quorum for these meetings is defined as four (4) members of the Central Executive Committee.

ARTICLE VIII

REGIONAL CHAPTERS

The Regional Chapter shall be the basic entity of the Association. It shall prepare and adopt such rules, regulations or bylaws to be in accordance with those of the A.M.H.E., Incorporated and to be approved by the Board of Trustees. Its internal organization shall be left to the discretion of its members.

The Regional Chapter shall consist of a minimum of ten members joined together within a geographic unit (nation, state, province, city) and led by officials chosen by an electoral process. The appellation by geographic unit is regulated by the Board of Trustees.

The Regional Chapter shall be led by an elected committee composed of a president assisted by other members. The Regional Chapter of the A.M.H.E., Incorporated shall be considered active when this chapter holds at least four meetings as requested by the by-laws. Copies of meeting Agenda and minutes shall be submitted to the CEC as proofs of said activities.

Each active Regional Chapter shall select two (2) members at large to be elected to the Board of Trustees (ARTICLE VIII, section IV).

The Regional Chapter shall follow the professional rules and regulations of the Country where it is established.

A percentage of the proceeds arising from annual members’ dues shall be distributed to the treasurer of the Executive Committee at least fifteen (15) days before the annual meeting of the Board of Trustees. This percentage is decided by the Board of Trustees (ARTICLE V, Section V).

The Regional Chapter shall receive from the treasurer of the Executive Committee a percentage of the annual members’ dues collected directly at least fifteen (15) days before annual the meeting of the Board of Trustees.

Reports of the activities of the Regional Chapters shall be prepared and submitted at least quarterly to the Central Executive Committee, at the General Assembly and as requested by the Board of Trustees.

ARTICLE IX

COMMITTEES

Section I: COMMITTEES

To coordinate its activities, the A.M.H.E., Incorporated shall establish committees which can be permanent or special.

The members of these committees are nominated by the Central Executive Committee and in consultation with the Regional Chapters and the Board of Trustees.

The President of a permanent committee shall be an officer of the Executive Committee except for the Governance and Ethics Committee whose president shall be chosen by and among the members of this same committee. Any Active member, Associate member or Honorary member of the Association can serve on a permanent or special committee.

A committee member may be removed by a majority vote of the members of said committee. Any member with four unexcused or unjustified absences is considered dismissed from said committee and losses automatically his/her privileges as a member of such committee.

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

A committee shall be composed of members proportional to its needs but no less than three (3).

Section II: PERMANENT COMMITTEES

The permanent committees are set up by the Board of Trustees. These are:

The By-laws Committee

The Governance and Ethics Committee

The Finance Committee

The Medical Education, Professional and Scientific Affairs Committee

The Relations with Haiti Committee The Convention Committee The Membership Committee

The Information and Public Relations Committee.

BY-LAWS COMMITTEE

This committee, chaired by the Vice-President, shall be responsible for the revision, elaboration and the formulation of the By-laws of the A.M.H.E., Incorporated.

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

It shall receive petitions to amend and modify the By-laws of the Association and shall propose its recommendations to the Central Executive Committee and to the Board of trustees. The Central Executive committee shall further convey these recommendations to the chapters for suggestions and recommendations. before they are returned to the Board of trustees and the central executive committee for presentation to the General Assembly.

GOVERNANCE AND ETHICS COMMITTEE

The Governance and Ethics Committee shall be the guardian of the laws and desiderata of the A.M.H.E., Incorporated. 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.

It shall be responsible for the electoral process of the Central Executive Committee and the Board of Trustees, and shall proceed to the installation of the officers or members at large immediately after their election.

Its role shall be to investigate any act derogatory to the code of ethics or casting aspersion on the prestige of the Association (Article V, Section VII).

The Governance and Ethics Committee shall be directed by a president chosen and among the members of this committee.

To be a member of the Governance and Ethics Committee, the member shall be an active member for a period of ten (10) years without interruption and he shall have attended at least one (1) convention in the three years preceding his or her election.

The names shall be submitted to the General Assembly by the Board of Trustees.

FINANCE COMMITTEE

The Finance Committee shall be chaired by the Treasurer of the Executive Committee. It shall study and shall propose projects likely to increase the resources of the Association. It shall manage the gifts, legacies, and the Endowment fund in accordance with the rules and regulations governing the Association in such matters.

INFORMATION AND PUBLIC

RELATION COMMITTEE

The Information and Public Relations Committee shall be chaired by the General Secretary. It shall ensure contacts with the public at all levels – professional and nonprofessional. It shall be responsible for the publication of the Newsletter, at least twice a year.

MEDICAL EDUCATION,

PROFESSIONAL AND SCIENTIFIC AFFAIRS COMMITTEE

This committee shall be presided by the 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 during the annual convention. It shall facilitate, encourage and coordinate scientific work and communications under the patronage of the Association. It shall be an ex- officio member of all the publications and editing papers of the AMHE, Inc.

CONVENTION COMMITTEE

The Convention Committee, chaired by the Vice-President, shall consist of the:

Chair of the Education and Scientific Affairs of the C.E.C.

Treasurer of the CEC.

Chairperson of the convention or Chapter Delegate

Three active members who have participated in the organization of previous conventions.

MEMBERSHIP COMMITTEE

The Membership Committee is the Recruiting Committee of the A.M.H.E. It is chaired by the President of the Central Executive Committee. The members of this committee shall be the presidents of the different chapters. Its role shall be to:

Coordinate the search for new members.
Gather and transmit their concerns and/or their recommendations.
Provide the framework for new Regional Chapters.
Publish a directory of all members of the Association.

RELATIONS WITH HAITI COMMITTEE

The Relations with Haiti Committee shall be under the direct supervision of the President of the Executive Committee.

Its members shall be either past or current officers of the Central Executive Committee, past or current member of local chapters or honorary members designated by the president.

This committee shall maintain permanent contacts with Haiti, especially at the medical level. The committee shall oversee the activities of two subcommittees:

The Medical Relief Mission of the A.M.H.E., Incorporated, shall be chaired by an individual nominated by the supervising body.

The Visiting Professors Mission will conduct activities at the Faculty of Medicine or at the university level.

SPECIAL COMMITTEES

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 a special committee shall stand discharged.

The committee shall consist of no less than three (3) nor more than five (5) members designated by the Board of Trustees. The Chair of the Board shall designate the chairperson of each committee. Minutes of all committee meetings shall be duly recorded and maintained.

ARTICLE X

ADVISORY BOARD

The Advisory Board is solely advisory.

The members of the Advisory Board are chosen by the Board of Trustees.

The Advisory Board is composed of 10 to 15 members with active membership in the Association and other individuals of any nationality who have shown interest in the activities of the Association or able bring expertise. This Advisory board may include medical students/ residents/fellows, lawyers, bankers, accountants, marketing experts and others.

The members of the Advisory Board shall serve three (3) years. Term renewable based on productive participation. The Advisory Board shall join a Board meeting twice a year for information exchange relevant to AMHE activities. Additional meeting may be scheduled if necessary. Advisory Board membership may be lost for lack of participation over a year period. However, the member has the right to appeal to the Board of Trustees.

ARTICLE XI

AMHE FOUNDATION

The AMHE Foundation shall be a Not-for-Profit organization created by members of the A.M.H.E., Incorporated (Haitian Medical Association Abroad) to carry out its philanthropic missions such as promoting health, education, and welfare in the Haitian Communities.

Section I

The AMHE Foundation functions according to the laws and regulations of the states or provinces where it is registered. It shall be managed by an independent Board of Directors and operated according to the By-laws of the AMHE Foundation.

Section II

The A.M.H.E., Incorporated shall be represented on the Board of Directors of the AMHE Foundation as follow:

Three (3) Members of the Board of Trustees of the A.M.H.E., Incorporated. namely the President of the Board of Trustees or his/her Representative, the President of the Central Executive Committee or his/her Representative, and the President Elect.

The President or Representative of each active Chapter.

Three (3) other active members elected by the General Assembly during the Annual Convention.

Section III

Term Of the Members representing the BOT on the Board of the AMHE Foundation.

Their function shall run concurrently with their term as officers of the A.M.H.E., Incorporated.

The three (3) other members are elected annually. They can be re-elected indefinitely.

Section IV

An annual report of the activities of the AMHE Foundation shall be presented at the meeting of the Board of Trustees and to the General Assembly at the annual meeting.

ARTICLE XII

ANNUAL CONVENTION

The A.M.H.E., Incorporated calls its members together once a year for scientific, academic, social, administrative and cultural objectives. This meeting is designated under the Term of “Annual Convention.” The convention can be held in person or in a hybrid format.

The Board of Trustees shall meet at the Annual Convention. It shall address all important issues and vote on all resolutions to be presented to the General Assembly.

The Central Executive Committee shall submit its reports to the General Assembly. It shall be the organizer of and is ultimately responsible for the annual convention. It shall submit and determine the site, the theme of the convention, its date and duration.

The Central Executive Committee can elect a Regional Chapter to conduct, under its supervision, the activities of the convention. A close contact with the Convention Committee of the Central Executive Committee is required from the designated chapter.

Therefore, all contracts shall ultimately be approved by the central Executive Committee.

ARTICLE XIII

THE GENERAL ASSEMBLY

The meeting of all the Members of the AMHE, Inc. is called The General Assembly. It shall take place once a year during the Annual Convention. The organization of this meeting shall be the responsibility of the Central Executive Committee.

The President or the Vice President of the Central Executive Committee shall preside over the meeting.

The agenda of the meeting shall include:

A report of the realizations of the closing year by the Secretary of the Central Executive Committee.
Projection of activities for the coming year by the President of the Central Executive Committee.
All the resolutions adopted by the Board of Trustees shall be presented by the Secretary of the Board of Trustees.
Lastly it should include a treasury annual report:
In due time the election of the officers of the Central Executive Committee, of the members at large, submitted by the Governance and Ethics Committee, shall take place during the General Assembly.

Quorum necessary to validate the decision of the General Assembly shall be a majority of twenty (20) voting members in addition to the officers of the Central Executive Committee.

Proxy vote can take place one per active member. An absentee ballot or a direct vote by mail validated by the seal of a public notary or previously notified to the Executive director shall be considered legal. The vote by proxy as well the direct vote of the general Assembly of members shall be secret.

ARTICLE XIV

NOTICES, AMENDMENTS

Section I: NOTICES

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. 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: AMENDEMENTS

The articles of these By-laws can be amended or abolished by the General Assembly. Any active member shall submit his or her written petition to the By-laws Committee. The By-laws Committee shall review the article(s) targeted for amendment or abolition. Any announcement shall be accompanied by a written amendment proposal or a written justification for abolition.

Amendment or abolition proposals properly made should be communicated to the various Chapters for discussion. Recommendations should be presented to the Bylaws Committee no later than three (3) months after.

Amendment or abolition proposal and the recommendations shall be presented to the Central Executive Committee and forwarded to the Bylaws committee.

The Central Executive Committee shall present the amendment or abolition proposal and the recommendations to the Board of Trustees at one of its meetings.

To be adopted, any amendment or abolition proposal shall receive a two-thirds (2/3) majority of the voting members of the Board of Trustees.

The written copy of the decisions of the Board of Trustees shall be presented at the General Assembly (ARTICLE VIII, Section IX, 2).

The General Assembly may act in 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 proposals without recommendations.

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: EFFECTS OF ADOPTION OF BYLAWS

Upon adoption of those By-laws by the General Assembly, they shall immediately become effective following the vote of the General Assembly. They shall fully Supersede and replace all preceding constitutions, resolution Bylaws or other Governing Documents, which may have been previously adopted by said General Assembly.

ARTICLE XV

DISSOLUTION

In case of dissolution of the Association, the Board of Trustees shall be the responsible body. After payments 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 progress.

BYLAWS COMMITTEE

Rony Jean-Mary, M.D.

Fritz Apollon, M.D.

Fabien Wesner Fleurant, M.D.

Maxime Coles, M.D.

Douge Barthelemy, M.D.

Christian Lauriston, M.D.

Karl Latortue, M.D.

Contributors:

Yves Manigat, M.D.

Harold Laroche, M.D.

Bylaws Committee Chair:

Elizabeth Philippe, MD

Bernard Poulard, MD

Revision April 2025

Association Médicale Haïtienne à l’Étranger