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Our Bylaws
BY-LAWS OF THE
INTEGRATIVE MEDICINE ALLIANCE (IMA)
Developed December 1, 2000
Last Revised November 30, 2001
ARTICLE I
NAME AND LOCATION
Section 1. Name. The name of the Corporation shall be Integrative Medicine
Alliance, Inc. (IMA).
Section 2.
Location. The Corporation's headquarters and principal place of
business shall be in Somerville, Massachusetts. The Board of
Directors may change the location of the principal office in the
Commonwealth of Massachusetts.
ARTICLE II
BOARD OF DIRECTORS
Section 1.
Election. Qualified candidates shall submit letters of interest and
resumes to the Nominating Team. The Nominating Team shall make its
recommendation to the Board of Directors and upon acceptance of the
Board, candidates shall be elected to a two-year term. Board
members may also be elected/re-elected to a new two-year term at
elections held at the second and fourth quarterly Board meetings of
the fiscal year. Board members may serve no more than eight years
in succession, after which they can only be re-elected after an
absence of two years. The IMA Coordinator is a non-voting seated
member of the Board. All Organizational Team Coordinators and
Project Team Coordinators who are not Directors may attend Board
meetings but shall not vote.
Section 2.
Diversity. As part of the Corporation's overall effort to provide
services to a diverse community, the Board of Directors shall be
composed of persons from diverse backgrounds with regard to race,
ethnicity, gender, age and sexual orientation. The Board of
Directors will have representation of conventional medical
practitioners, complementary and alternative medical practitioners,
and recipients of care.
Section 3.
Responsibilities. Board members shall be expected to demonstrate
active commitment to the Corporation. Failure to participate in
Board, Team or volunteer activities for a period of three months,
except in unusual circumstances such as illness shall ordinarily
result in removal from the Board. General Board responsibilities
are:
1 To make an
active commitment to the Corporation through work and participation,
including active membership in a least one Team;
2 To determine
the Corporation's mission, ensuring that the provisions of its
Articles of Organization and By-laws are being followed, and that it
adheres to its stated vision, values, and management philosophy;
3 To set the
Corporation's overall program and engage in longer range planning to
establish its general course for the future;
4 To provide
adequate resources for the activities of the Corporation through
direct financial contributions and a commitment to fund raising;
5 To approve
an annual budget and monitor its implementation at each regularly
scheduled Board meeting;
6 To maintain
confidentiality about sensitive information and be a
responsible
representative of the Corporation;
7 To select,
supervise and evaluate the IMA Coordinator;
8 To establish
general policy;
9 To vote on
all matters of contractual obligation;
10 To advise
and counsel the IMA Coordinator;
11 To promote
the Corporation;
12 To ensure
that the Corporation conducts its activities and programs as may be
carried out by a Corporation organized under Massachusetts General
Laws Chapter 180 and described in Section 501(c)(3) of the Internal
Revenue Code.
Section 5.
Powers. Subject to limitations imposed by the Articles of the
Organization and other provisions of these By-laws, all powers of
the Corporation shall be exercised by the Board of Directors, or any
Team or as delegated by the Board of Directors.
Section 6.
Liability. No Director shall be personally liable to the creditors
of the Corporation for any corporate indebtedness or liability to
other persons. Creditors of the Corporation shall look only to the
assets of the Corporation for payment. Board of Directors insurance
will be carried by the Corporation.
Section 7.
Conflict of Interest. If any Director has a financial or political
interest in any matter, which comes before the Board, he or she
shall disclose such interest and shall not vote on such matter, but
may participate in the discussion of such matter.
Section 8.
Termination of Membership. Resignation, removal, death or
expiration of the term of any Director as provided in these by-laws
shall automatically terminate such directorship.
Section 9.
Vacancies. Any vacancy or vacancies on the Board of shall be filled
by vote of the majority of the remaining Directors pursuant to the
conditions in Article II, section 1.
Section 10.
Removal. A Director may be removed from office for cause by a vote
of two-thirds of the other Directors of the full Board.
Section 11.
Compensation. The Directors shall receive no compensation for their
services as Directors, but subject to the approval of the Board of
Directors, the President may reimburse Directors for expenses
incurred on behalf of the Corporation.
ARTICLE III
OFFICERS
Section 1.
Officers. The Officers of the Corporation shall be the President,
Treasurer and Clerk.
Section 2.
Election. The Board of Directors shall elect all Officers of the
Corporation for a term of one fiscal year. Such nominations and
elections shall take place at the fourth quarterly Board meeting of
the fiscal year, or at any other time in the event of any vacancy.
Section 3.
Removal. The Board of Directors may remove any officer for cause by
a vote of two-thirds of the Directors of the full Board.
Section 4.
President. The President, or another Director, shall preside at
meetings of the Board of Directors and shall have such powers as are
conferred upon him or her by the By-laws.
Section 5.
Treasurer. The Treasurer shall supervise the keeping of the books
of the Corporation, and oversee the deposit and withdrawal of funds
in such bank or banks and upon such terms and conditions as may be
designated by the Board of Directors. The Treasurer shall serve
without bond.
Section 6.
Clerk. The Clerk shall cause to be kept a full and complete record
of the meetings of the Board, shall cause to be prepared and serve
such notices as may be required under these By-laws, and shall
discharge such other duties as prescribed by the President. The
Clerk shall be a Massachusetts resident unless the Corporation has a
resident agent duly appointed for the purpose of service of process.
ARTICLE IV
BOARD OF ADVISERS
Section 1.
Election. The President will appoint qualified individuals to a
Board of Advisers, and shall receive recommendations from a
Board of Advisers Liaison. The
Board of Advisers will be composed of individuals who support the
Corporation's mission, vision, values and goals.
Section 2.
Diversity. As part of the Corporation's overall effort to provide
services to a diverse community, the Board of Advisers shall be
composed of persons from diverse backgrounds with regard to race,
ethnicity, gender, age and sexual orientation. The Board of
Advisers will have representation of conventional medical
practitioners, complementary and alternative medical practitioners,
and recipients of care.
Section 3.
Liaison. There will be a liaison between the Board of Directors and
the Board of Advisers.
Section 4.
Responsibilities. The Board of Advisers will advise and support the
Corporation and its activities. The Board of Advisers will not be
required to hold meetings.
Section 5.
Powers. The Board of Advisers will act in a non-binding, advisory
capacity only, and will have no legal authority to represent the
Corporation or make binding decisions for the Corporation.
Section 6.
Termination. Resignation, removal, or death of any Adviser as
provided in these by-laws shall automatically terminate such
advisership.
Section 7.
Removal. An adviser may be removed from the Board of Advisers by the
President or by a vote of two-thirds of the full Board of Directors.
ARTICLE V
MEETINGS
Section 1.
Place of Meeting. All meetings of the Board shall be held at the
Corporation's principal place of business, unless the Board of
Directors designates otherwise.
Section 2.
Meetings. Meetings of the Board of Directors shall be held
regularly with time and date agreed upon by the Board. The fourth
quarter Board meeting of the fiscal year will constitute the annual
meeting of the Corporation.
Section 3.
Notice of Regular meetings. Written notice of the time and place of
meetings shall be delivered either personally or by mail, e-mail,
fax or phone to each Director. Such notice shall be mailed or
delivered at least one week prior to the time of the meeting.
Section 4.
Special Meetings. Special meetings of the Board of Directors may be
called for any purpose at any time by the President or by the
majority of the Board of Directors. Notice of special meetings
shall be mailed or delivered at least one week prior to the time of
the meeting. In case of an emergency, so determined by the
President, meetings of the Board of Directors may be called on
twenty-four hours notice by telephone.
Section 5.
Quorum. A majority of the members of the Board shall constitute a
quorum for the transaction of business. The Board of Directors
shall attempt to make its decisions by the shared consensus of those
Directors present, as long as they constitute a quorum. Otherwise,
decisions of the Board of Directors shall be by a simple majority of
the Directors present and voting as long as they constitute a
quorum.
Section 6.
Meeting summaries. Written summaries of Board meetings shall be
made publicly available.
Section 7.
Adjournment. In the absence of a quorum at any meeting of the Board
of Directors, the majority of the Directors then present may adjourn
the meeting until a time agreed to by a majority of the Board then
present. Notice of the time and place for the adjourned meeting
shall be given in the manner provided in Section 4 of this Article
V.
ARTICLE VI
TEAMS
Section 1. Standing Teams. Each Director must
serve on a least one standing Team. Standing Organizational Teams
of the Corporation are the Executive Team, the Development/Outreach
Team, the Finance Team, the Project Management Team, and the
Nominating Team. Standing Project Teams of the Corporation are the
Bridge-Building Project Team and the Living the Vision Project
Team. The Team Coordinators will report and give Team updates to
the Board of Directors at regular Board meetings or as directed by
the Board. The policies and programs of the Corporation shall
define the activities and responsibilities of each Team. Team
participation is open to all who support the Corporation’s mission
and wish to support or take part in Team activities. Team members
(Directors or non-Directors) can be removed by a two-thirds majority
vote of the full Board of Directors.
Section 2. Other Teams. The Board of Directors
is empowered to create any other Teams, which it deems necessary.
Section 3. Team Coordinators. The President
shall appoint the coordinators of the Organizational and Project
Teams. Both Directors and non-Directors may hold these positions.
All Organizational and Project Team Coordinators who are not
Directors may attend Board of Directors meetings but shall not vote.
Section 4. Executive Team. The Executive Team
shall include the Officers and the coordinators of the
Development/Outreach, Finance, and Project Management Teams. Its
duties are as follows:
1 To act on behalf of the Board of Directors
when decisions must be made in a timely fashion;
2 To provide coordination among the Teams;
3 To supervise and support the IMA Coordinator;
4 To set the agenda for Board meetings.
Section 5. Development/Outreach Team. The
Development/Outreach Team shall consist of at least five Directors.
The Development/Outreach Team shall plan and maintain adequate
funds to meet the Corporation’s needs. This team will pursue gifts,
donations, grants, services, and special events. The
Development/Outreach Team shall coordinate and direct the promotion
of IMA programs, activities, campaigns, and events. The
Development/Outreach Team shall expand the IMA’s network of donors,
supporters, subscribers, interns, and volunteers.
Section 6. Finance Team. The Finance Team
shall consist of at least two Directors. The Finance Team shall
oversee the financial management of the Corporation. The Finance
Team will prepare the annual budget, with the IMA Coordinator, to be
approved by the Board of Directors.
Section 7. Project Management Team. The Project
Management Team shall consist of at least two Directors and the
coordinators of all the Project Teams. The Project Management Team
shall oversee and facilitate all programs and activities of the
Project Teams, including event sponsorship and new project
development.
Section 8. Nominating Team. The Nominating Team
shall consist of at least two Directors. The Nominating Team shall
receive nominations for election to the Board, and may compile its
own list of candidates. The Nominating Team shall review resumes
and make a recommendation to the Board for elections.
Section 9. Bridge-Building Project Team. The
Bridge-Building Project Team shall consist of at least one
Director. Its duties are as follows:
1 To build lasting bridges among all healing
professions, the general public, and the healthcare sector as a
whole, by fostering dialogue, networking, partnerships and mutual
support;
2 To serve as an education resource for the
public, healthcare organizations, health professionals and the
media;
3 To foster new thinking about health and
healthcare;
4 To promote experiential learning that fosters
the potential healer in all people;
5 To create opportunities for personal and
professional growth;
6 To oversee the development and functioning of
the IMA’s Web site(s), database, e-mail list, and other information
and communication systems.
Section 10. Living the Vision Project Team.
The Living the Vision Project Team shall consist of at least one
Director. Its duties are as follows:
1 To support existing integrative medical
programs and work towards the establishment of new ones;
2 To provide support for healthcare
practitioners to live balanced, meaningful and healthy lives;
3 To play an active, informing, collaborative
role in the development of new healthcare visions, strategies,
policies, standards, and models that help define, inform and advance
the practice of integrative medicine;
4 To provide advice, support and assistance to
ongoing integrative medical research efforts;
5 To produce outcomes-based research on
integrative medical practice;
6 To investigate, develop and apply new
integrative medical research models.
Section 11. Team Governance. The role of the
Team Coordinator is to provide responsible leadership for her/his
Team. Teams shall attempt to make important decisions by shared
consensus of those present at Team meetings at which the Team
Coordinator (or a proxy appointed by the Team Coordinator) is
present. Otherwise, Team decisions shall be made by the Team
Coordinator (or a proxy appointed by the Team Coordinator).
Section 12. Collaboration and
Consensus-building. The Corporation identifies the principles of
collaboration and consensus as core organizational values and core
values of integrative medicine. The Corporation shall practice and
promote collaboration and consensus-building in its governance and
activities.
ARTICLE VII
IMA COORDINATOR
Section 1.
Appointment and Tenure. The Board of Directors shall appoint an IMA
Coordinator who shall be an employee of the Corporation. The IMA
Coordinator reports to the Board of Directors. The IMA Coordinator
is considered a non-voting Board member.
Section 2.
Compensation. The IMA Coordinator shall be compensated as the Board
of Directors deems appropriate.
Section 3.
Powers. The IMA Coordinator shall have the following
responsibilities:
1 To inform
and advise the Board of Directors about programs, practices and
problems under the authority of the Board;
2 To implement
policies established by the Board of Directors;
3 To supervise
the general operations of the Corporation;
4 To prepare
(with the Finance Team) and recommend an annual operating budget,
and to assure its implementation;
5 To recommend
direction and long-range objectives for the Corporation;
6 To hire,
supervise, evaluate and discipline staff and volunteers;
7 To recommend
organization and staffing patterns;
8 To maintain
adequate records.
Section 4.
Vacancy. If the IMA Coordinator position becomes vacant, the
President, or a Director(s) appointed by the President, shall
exercise the responsibilities of the IMA Coordinator until this
position is filled. Any Director(s) filling this vacancy shall
receive no compensation for their services.
Section 5.
Removal. The IMA Coordinator may be removed by a two-thirds
majority vote of the full Board of Directors.
Section 6.
Management Philosophy. The IMA Coordinator is expected to follow a
management philosophy compatible with the values of integrative
healthcare. These values include:
1 Team
orientation;
2
Collaborative decision-making;
3
Transparency;
4 Grassroots
participation;
5
Accessibility.
ARTICLE VIII
AMENDMENTS
Section 1.
Articles of Organization. The Articles of Organization may be
amended by a two-thirds majority vote of the full Board of Directors
at any properly called meeting of the Board. Prior to the taking of
such a vote, the proposed amendments must be delivered to the
Directors (30) days prior to the meeting at which action is sought.
Section 2.
By-laws. New by-laws may be adopted, or these By-laws may be
amended or repealed by a two-thirds majority vote of the full Board
of Directors at any properly called meeting of the Board. Prior to
the taking of such a vote, the proposed additions, amendments or
repealed by-laws must be delivered to the Directors (30) days prior
to the meeting at which action is sought.
ARTICLE IX
FISCAL YEAR
The fiscal
year of this Corporation shall be January 1 to December 31.
ARTICLE X
INDEMNIFICATION
The Corporation shall, to the extent legally
permissible, indemnify each person who may serve or has served at
any time as an Officer, Director, Adviser, Team member or employee
of the Corporation against all expenses and liabilities, including,
without limitation, counsel fees, judgments, fines, excise taxes,
penalties and settlement payments, reasonably incurred by or imposed
upon such person in connection with any threatened, pending or
completed action, suit or proceeding in which he or she may become
involved by reason of his or her service in such a capacity;
provided that no indemnification shall be provided for any such
person with respect to any matter as to which he or she shall have
been finally adjudicated in any proceeding not to have acted in good
faith in the reasonable belief that such action was in the best
interests of the Corporation; and further provided that any
compromise or settlement payment shall be approved by a majority
vote of a quorum of directors who are not at that time parties to
the proceeding.
The indemnification provided hereunder shall
inure to the benefit of the heirs, executors, and Administrators of
persons entitled to indemnification hereunder. The right of
indemnification under this Article shall be in addition to and not
exclusive of other rights to which any person may be entitled.
No amendment or repeal of the provisions of
this Article which adversely affects the right of an indemnified
person under this Article shall apply to such person with respect to
those acts or omissions which occurred at any time prior to such
amendment or repeal, unless such amendment or repeal was voted by or
was made with the written consent of such indemnified person.
This Article constitutes a contract between the
corporation and the indemnified Officers, Directors, Advisers, Team
members and employees. No amendment or repeal of the provisions of
this Article which adversely affects the right of an indemnified
officer, director, adviser, Team member or employee under this
Article shall apply to such officer, director, adviser, Team member
or employee with respect to those acts or omissions which occurred
at any time prior to such amendment or repeal.
(end)
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