Article I Name, Offices and Purposes

  • 1.1 Name of corporation: American Tamil Medical Association
  • 1.2 Registered office The registered office shall be in the state of Maryland
  • 1.3 Other offices: The organization may have such other offices in such places as the board may decide from time to time.
  • 1.4 Purposes: The organization is incorporated exclusively for charitable and educational purposes specifically to promote social, cultural and professional ties among American Tamil physicians and healthcare professionals and to provide its members an opportunity to extend their expertise to relieve human suffering.

Article II Members

  • 2.1 Members: Membership in ATMA is open to those who 1)meet the qualifications for membership; 2)are physicians and healthcare professionals of Tamil origin; 3)pay the membership fees as determined by the local, regional and national body; and 4)comply with these Bylaws and the rules and regulations of ATMA
  • 2.2 Classes: There shall be three classes of members: full members, associate members and alliance members.
  • 2.3 Full Members: Full members must be physicians of Tamil origin, graduated from WHO approved medical schools, or physicians of non Tamil origin graduated from the medical colleges of Tamilnadu, India. Only full members have voting rights.
  • 2.4 Associate Members: Associate members must be of Tamil origin and are students in the health professions, or allied healthcare professionals (Dentist, Doctorates (PhD’s) in science, scientists & research fellows in medical fields, pharmacists, physical and occupational therapists, nurses, and other unspecified healthcare related professionals).
  • 2.5 Alliance Members: The spouses of full members and associate members shall be alliance members.
  • 2.6 Termination of Membership for Cause: The ATMA board may reprimand or expel any member for conduct, which is determined by the board to be detrimental to the best interests of the ATMA. Such action shall require a two-thirds majority vote of all members of the board. The member against whom the action is taken shall be afforded the opportunity to be heard according to reasonable procedures provided by the board.
  • 2.7 Termination for Non-Payment of Dues: Failure of any dues owing member of the association to pay the annual dues of the organization upon written notice thereof shall be grounds for termination of membership.

Article III Members

  • 3.1 Annual Meeting of the Members: An annual meeting of the members shall be held in each calendar year at such time and place, as the board shall determine. The board shall send notice of the annual meeting via E-mail or Letter to each member at least thirty (30) days prior to the date of the meeting. The annual meeting shall consist of both a professional continuing medical education program relevant to current medical advances and community needs and a business meeting. The agenda for the business meeting shall be prepared by the board and notice sent 30 days prior to the date of meeting. Any request by a member for inclusion of any items for the duly called meeting of the members may be established by a petition signed by the member and seconded by another full member of ATMA and presented for inclusion at least 15 days prior to the date of the meeting.
  • 3.2 Special Meetings of the Members: Special meetings of the members may be called for any purpose at any time by the board, whenever ordered by the President, or if requested in writing by at least twenty percent (20%) of the full members of ATMA. The board shall give written notice of special meetings to each full member at least thirty (30) days prior to the date of the meeting.
  • 3.3 Quorum of the Members: A quorum for the transaction of business at the annual or any duly called meeting shall consist of the presence of at least 20% of active members. Submission of proxy will constitute presence at the general body meeting for the purposes of quorum. When a quorum is present, the vote of a majority of full members present shall decide any question brought before it with the exception of a change in these Bylaws or where specified differently in these Bylaws (See Article XIII).
  • 3.4 Action by Members: A meeting of members duly called in accordance with these Bylaws shall not be organized for the transaction of business unless a quorum is present. If a meeting cannot be organized because a quorum is not present, those full members in attendance may adjourn the meeting to such time and place as they may determine. All full members of ATMA shall receive written notice of the time and place of the rescheduled meeting at least ten (10) days prior to the day named for the rescheduled meeting. If at least 10% of the full members are present at the rescheduled meeting, those full members in attendance shall constitute a quorum for the purpose of acting upon any resolution or matter set forth in the notice of the meeting. If a majority of a quorum of the ATMA opposes an action of the members, the issue then is settled by mail referendum to full members of the Society, with a majority of those responding deciding the issue.

Article IV Officers

  • 4.1 Numbers and Qualifications: The Officers of ATMA shall be President, President-Elect, Immediate Past-President, Executive Secretary, and Treasurer. No person may be elected to more than one office concurrently. Each national officer must be member of ATMA who is a fully licensed physicians with an active, unrestricted license to practice medicine in the U.S.
  • 4.2 Election: The President shall appoint an Election Committee in a manner as specified in Article 6.1 The Election Committee will be activated four months prior to Annual Meeting to make preparations for the elections, solicit nominations and send out ballots according to the bylaws and to oversee the elections. The Election committee will invite nominations from the membership for the President-Elect, 2 positions for the Board of Trustees and the Secretary/Treasurer by the 1st of June. The President-Elect is the chairman of the Election committee. Each chapter will elect its governor.
    • 4.3 Eligibility:
    • 1. Nominees for President-Elect and Board of Trustees should have served as Chapter Governors for at least one year. The nominee can contest for only one position in any given election year. The nominee should be proposed and seconded by a member of ATMA in good standing. The notice of nomination with the signed consent of the nominee should reach the election committee chairman by the 1st of July each election year.
    • 2. Each year ballots will be mailed to members of ATMA in good standing to elect the President-Elect, two Board of Trustees and the Secretary/Treasurer. The ballot shall also include proxy for the general body meeting. The proxy may contain choices for bylaws changes and other important policy changes that significantly affect ATMA and its function. Submission of proxy will constitute presence at the general body meeting for the purposes of quorum. The ballots will be sent to the voters at least 45 days before the date of general body meeting. Votes should be tallied and winners determined at least 15 days before the date of general body meeting. The new office bearers assume office on the 1st of September of each calendar year.
    • 3. Withdrawl of Nominations Nominees wishing to withdraw their nomination should do so in writing to the committee chairman within 5 days after the notification of such nomination by email or letter.
  • 4.4 Terms of Office: The President and President-Elect shall each serve one year, or until a successor is installed. At the conclusion of his/her term, the President and President-Elect shall advance to the position of Immediate Past-President and President respectively. The earliest past president serving as a regular member on the board with voting rights will be the Chairman for a one year term. All the past presidents after completion of their term of 3 years as voting board of trustees shall remain as Ex-Officio board of trustees without voting rights. The Ex-Officio board of trustees shall be notified of all the meetings and the minutes of the board. The Secretary /Treasurer shall serve for one year re-elected to four additional terms.
    • 4.5 Vacancies: A vacancy among the officers caused by death, disability, resignation, or removal may be filled as follows:
    • 1. President: If the President is unable to continue in office, the President-Elect takes over immediately and serves as President for the remainder of that term and then continues for the next year in the expected year of service as President. A replacement President-Elect is not elected until the next regularly scheduled election.
    • 2. President and President-Elect: If both the President and President-Elect are unable to continue in office, the President will be elected from the pool of past and present chapter governors by the members of the executive committee and the board of trustees at a combined meeting with a simple majority, to serve the rest of the year. This person serves as President until the next regularly scheduled election when the new President and President-Elect are elected.
    • 3. Secretary/Treasurer: If the Secretary/Treasurer is unable to continue in office, a member of ATMA in good standing may be elected by the members of the executive committee and the board trustees at a combined meeting by a simple majority to serve until the next regularly scheduled election
  • 4.6 President: The President shall be the Chief Executive Officer of ATMA; and shall, in general, perform all duties incident to the office of President and such other duties as may be assigned by the Board, shall appoint the Editor(s) of the Journal of the American Tamil Medical Association and their editorial board. The president is required to attend and report to the meetings of the board of trustees and shall appoint the chairman of the convention committee and authorize the convention committee chairman to form various committees for the sole and express purpose of the successful conduct of the convention.
  • 4.7 President-Elect: The President-Elect shall, in the absence of or in the event of the disability of the President, perform the duties and exercise the powers of the President. The president elect is also the chairman of the membership committee, the Bylaw committee and finance committee.
  • 4.8 Secretary/Treasurer – Treasurer function: The Treasurer shall be custodian of the books and records of ATMA; shall be the chief financial officer of the organization; shall, in conjunction with the executive treasurer, have charge and custody of, and be responsible for, all funds of the organization, and shall oversee the deposit of such funds in the name of ATMA in depositories selected by the board; shall provide to the President and to the board, upon request, an account of all the Treasurer’s transactions as Treasurer and of the financial condition of the organization. He/she shall be the custodian of the seal and is hereby authorized to affix the seal to all documents, the execution and delivery of which are duly authorized; shall, in general, perform such other duties as are incident to the office of the Secretary/Treasurer and as may be assigned by the board or by the President; and shall, if required to do so by the board, furnish bond in such form and amount and to cover such risks as the ATMA board may determine.
  • 4.9 Secretary/Treasurer: Secretary function: The Secretary/Treasurer shall have oversight over the official communications of the organization; shall assure that the minutes of all meetings of the Members and of the board are recorded; shall assure that all notices of meetings are in accordance with these Bylaws; and shall, in general, perform such other duties as are incident to the office of Secretary and as may be assigned by the board or by the President.

Article V Board Members

  • 5.1 Board: The management of the ATMA board including oversight of the National Office and its staff shall be vested in its board, which shall consist of the three immediate past presidents and 2 chapter governors totaling 5 members.
  • 5.2 Election of Board Members: The 3 immediate past presidents will automatically assume positions on the board of trustees. In addition 2 members will be elected by the general membership as specified in article IV 4.3.
  • 5.3 Terms of Office of Board Members: Past presidents will serve on the board for 3 years. The elected members will hold office for one year.
  • 5.4 Removal of Board Member of ATMA Board or Officers: Any Board Member or Officer may be removed with cause at any time by a two-thirds majority vote of a duly constituted board.
    • 5.5 Vacancies among Board Members:
    • 1. If a past-president is unable to serve as a board of trustee, the position will be filled by any of the past-presidents or from the pool of past and present chapter governors by election by the members of the executive committee and the board trustees at a combined meeting with a simple majority to serve the rest of the year. A replacement trustee, with the same eligibility, is elected by general membership on an yearly basis for the remaining term until three past-presidents reconstitute the board of trustees.
    • 2. If an elected chapter governor is unable to complete his/her term as board of trustee, the body of past and present governors will ELECT a replacement trustee from the pool of past and present governors to complete the term.
    • 3. No one will serve in the board more than two consecutive years except the past-presidents whose term will be limited to three consecutive years
  • 5.6 Annual Meeting: An Annual Meeting of the Board shall be held each year as soon as practicable after the Annual Meeting of the members for the purpose of organization of the Board. No notice of the annual meeting of the board need be given to ATMA’s members.
  • 5.7 Regular Meetings: Regular meetings of the Board shall be held as and when the board decides to meet. No notice of the Board’s regular meetings to ATMA’s members is required.
  • 5.8 Special Meetings: Special meetings of the Board may be called by the President or by a majority of the Board Members then in office and shall be held on notice by letter or email; not less than three days before such meeting.
  • 5.9 Telephone Meetings: Board Members may participate in meetings of the Board by telephone conference or similar communications equipment by means of which all persons participating in the meetings can hear each other. Board members so participating shall be deemed present at any such meeting.
  • 5.10 Quorum: A majority of the Board Members in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the Board Members present at a meeting shall be the acts of the ATMA Board.
  • 5.11 Unanimous Consent: Any action which may be taken at a meeting of the Board may be taken without such a meeting if a consent or consents in writing by letter or email, setting forth the action so taken, shall be signed by all of the Board Members, and shall be filed with the secretary of ATMA.
  • 5.12 Liability: A Board Member or officer of ATMA shall not be personally liable for monetary damages for any action taken unless the Board Member or officer has breached or failed to perform the duties of the person’s office under Maryland Nonprofit Corporation Law and the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. Any repeal, amendment, or modification of this Article shall be prospective only and shall not increase, but may decrease a Board Member’s liability with respect to actions or failures to act occurring prior to such change.

Article VI Committees

  • 6.1 Standing Committee: Election Committee, Project Review Committee, Compliance Committee are the standing committees of the board of ATMA. Executive committee, convention committee, , Compliance Committee, Continuing Medical Education Committee, and Editorial/Communications Committee are the standing committees of the President and the executive branch of ATMA
  • 6.2 Election Committee: The Election Committee shall consist of 3 full members comprising of the president, chairman of the board of the trustees, and chairman of the Bylaws committee. They shall conduct the election for president-elect, two members for the board of trustees, secretary/treasurer and any other position needing election by the general membership.
  • 6.2A Executive Committee: The Executive Committee shall consist of the officers of ATMA and be responsible for operational matters as delegated to it by the Board.
  • 6.3 Appointment of Additional Committees: The president can appoint one or more additional committees.
  • 6.4 Appointment of Members of Committees: The President shall appoint the chairman of the Convention Committee and chairs of all other committees. The convention committee chairman may form various sub committees for the sole purpose of conducting the convention. The tenure and responsibilities of the various sub committees constituted during the convention ends at the conclusion of the convention. They will be active in an ad hoc manner to complete accounting within in a reasonable time that enables ATMA to file IRS returns in a timely manner.
  • 6.5 Quorum: A quorum of committee members shall be defined as a majority of members appointed to that committee.
  • 6.6 Responsibilities of Committees: Committees are workgroups of ATMA. They receive requests from the Board or the President and report to the board or the President respectively at least annually (See organizational chart.). Members serve a three-year staggered term of service. All recommendations by Committees are to be submitted by the chairman by a letter or email and are considered to be recommendations to the constituting authority; either the board or the President.
  • 6.7 Compliance Committee: This committee consists of three members. One appointed by the board of trustees, one appointed by the executive committee and the third member appointed by these two from members at large.

Article VII Indemnification

  • 7.1 ATMA shall indemnify any Board Member or Officer of the corporation who was or is an “authorized representative” of ATMA(which shall mean, for the purpose of this Article, a Board Member or Officer of ATMA or such a person serving at the request of ATMA as a director, officer, partner, fiduciary or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and who was or is a “party” (which shall include for the purposes of this article the giving of testimony or similar involvement) or is threatened to be made a party to any “proceeding” (which shall mean for the purposes of this Article any threatened, pending or completed action, suit, appeal or other proceeding of any nature, whether civil, criminal, administrative or investigative (other than an action by or in the right of ATMA) by reason of the fact that such person was or is an authorized representative of ATMA against expenses (which shall include for the purposes of this Article attorney’s fees and disbursements), damages, punitive damages, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of ATMA and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful. If an authorized representative is not entitled to indemnification in respect of a portion of any liabilities to which such person may be subject, ATMA shall nonetheless indemnify such person to the maximum extent for the remaining portion of the liabilities.
  • 7.2 Advancement of Expenses: ATMA shall pay the expenses (including attorneys’ fees and disbursements) actually and reasonably incurred in defending any action or proceeding referred to in Maryland Nonprofit Corporation Law on behalf of any person entitled to indemnification in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by ATMA as authorized in this Article
  • 7.3 Security of Indemnification Obligations: To further effect, satisfy or secure the Indemnification obligations provided herein or otherwise, ATMA may purchase and maintain insurance on behalf of any or all such authorized representatives to the full extent permitted under Maryland Nonprofit Corporation Law.

Article VIII Annual Report

  • 8.1 Annual Report: Within a reasonable time after the close of each fiscal year, the ATMA Board shall present to the members a report, verified by the President and the Treasurer, covering the activities of ATMA for the past year and showing in appropriate detail the following:
    • 1. The assets and liabilities, including the trust funds, of ATMA as of the end of the fiscal year immediately preceding the date of the report.
    • 2. The principal changes in assets and liabilities, including trust funds, during the fiscal year immediately preceding the date of the report.
    • 3. The revenue or receipts of ATMA, both unrestricted and restricted to particular purposes, for the fiscal year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for ATMA
    • 4. The expenses or disbursements of ATMA, for both general and charitable purposes, during the fiscal year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for ATMA.
    • 5. The number of members as of the date of the report, together with a statement of the increase or decrease in the membership over the past fiscal year, and a statement of the place where the identity and addresses of current members may be found as required by law. The annual report shall be filed with the minutes of the annual meeting of the members.

Article IX Fiscal Year

  • 10.1 The fiscal year of ATMA shall begin on Jan 1st of each year.

Article X Formation of Chapters

  • 11.1 Formation of Chapters: ATMA encourages the organization of chapters, whose purpose shall be to facilitate the communication between members of ATMA, promote the recruitment of new members for ATMA, and to further the aims of ATMA in promoting the cultural, social, and educational ties among its members and to engage in regional and local charitable works as decided by the national, regional, and local chapters to further the Mission of ATMA
  • 11.2 Definition of chapters: Regions shall consist of mutually exclusive clusters of states, or defined geographical areas, whose boundaries are defined by the Board. Members living outside the United States shall be assigned to a region according to a plan approved by the Board. All members of ATMA, including Associate Members, living in a duly constituted region are members of that region. Only full members have voting privileges. All regions must have Bylaws approved by a majority of a quorum of its members and by the Board of ATMA, hold an Annual Meeting devoted to topics of interest to members of ATMA which includes a business meeting, provide an annual financial report and annual activity report to the ATMA Board, and shall carry out its affairs in conformity with its Bylaws. A quorum is defined as 10% but not less than fifteen (15) members of the region. Regions may apply to the ATMA Board for financial and administrative support.
  • 11.3 Formation of Chapters: Chapters may be organized by the board within regions with the approval of the officers of the chapter and the Board. In order to achieve a level of uniformity and cohesion between the chapters. The Chapter shall adopt Chapter bylaws, using the “Chapter bylaws template” in the exhibits section of these bylaws. Additions to the template may be made to suite the Chapter needs without adversely affecting the missions of ATMA. Chapter bylaws must be submitted to the bylaws committee of ATMA for compliance prior to final adoption. Chapters require a total of 25 members of which at least 15 members should be full members. They must have bylaws, and must provide an annual financial and activity report to the ATMA. Chapters are not required to have an annual meeting. A quorum is defined as 10%, but not less than fifteen (15) members of the chapter.
  • 11.4 Administration of Fund: Each chapter may collect, hold, and disburse funds subject to the provisions of these Bylaws. Each chapter must provide an annual financial report to the Council, which shall include a listing of the beginning and ending fiscal year balance of all funds held by the region or chapter and a listing of all revenues and expenses. Compliance with these procedures will entitle the regions or chapters to be covered under the tax exempt status of ATMA.
  • 11.6 Termination of Regions and Chapters: The ATMA Board may terminate the right of any chapter to hold itself out as a chapter if the Board determines that the chapter has violated any provisions of its bylaws, has engaged in any actions or activities that are in violation of law, has taken positions that are contrary to official positions of ATMA, or has engaged in activities that are detrimental to the best interests of ATMA. The chapter shall be afforded an opportunity to be heard pursuant to such reasonable procedures as the Board may provide.

Article XI Membership

  • 12-1 Full Membership: Life Members will have voting rights and shall hold all offices with out any restriction.
  • 12-2 Associate Membership: Associate members will not have voting rights and shall not hold any offices and chair any committees except in ad hoc committees.
  • 12-3 Alliance members: Spouses of full members and associate members shall be alliance members and are exempt from dues.
  • 12-4 Students of allied healthcare, visiting medical and allied healthcare professionals coming to the USA to pursue further training in healthcare facilities. Residents and students are exempt from paying dues and will be given discount rates to attend CME’s conducted by ATMA.
  • 12-4 Students of allied healthcare, visiting medical and allied healthcare professionals coming to the USA to pursue further training in healthcare facilities. Residents and students are exempt from paying dues and will be given discount rates to attend CME’s conducted by ATMA.

Article XII Formation of Charitable Foundation

  • ATMA shall create a Charitable Foundation and will be governed by the articles mentioned below:
  • Governing articles for the Charitable Foundation: Article of ATMA Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit foundation under the Non-Profit Corporation Law of Maryland, do hereby certify:
  • Governing articles for the Charitable Foundation: Article of ATMA Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit foundation under the Non-Profit Corporation Law of Maryland, do hereby certify:
  • First: The name of the Corporation shall be “ATMA”
  • Second: The place in this state where the principal office of the Corporation is to be located is Ellicott City, Howard County, Maryland.
  • Third: Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
  • Fourth: The names and addresses of the persons who are the initial trustees of the corporation are as follows:
    • 1. Jay J. Gopal, 10395 Kingsbridge Road, Ellicott City, MD 21042
    • 2. Sankaravadivu Sivasailam, 10315 Castlefield Street, Ellicott City, MD 21042
  • Fifth: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article thereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
  • If reference to federal law in articles of incorporation imposes a limitation that is invalid in your state, you may wish to substitute the following for the last sentence of the preceding paragraph: “Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.”
  • Sixth: Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Article XIII Amendments

  • 13.1 These Bylaws were adopted and became effective by unanimous affirmative vote of two-thirds of the full members present at the 2005 Annual Business Meeting. Henceforth, these Bylaws may be amended or repealed and new Bylaws adopted by the affirmative vote of two-thirds of the voting members by proxy ballot which shall be mailed to each full member at least 60 days prior to the annual meeting and must be received at the place designated by the Bylaws Committee at least 30 days prior to the Annual Meeting.
  • 2011 Amendments
  • These amended bylaws were approved at the general body meeting of ATMA in August of 2011 in Durham, NC by members present and proxies.

ATMA USA Chapter Bylaw:

ATMAChapterConstitutionbylaws