By-Laws Of The Myanmar American Medical Education Society, Inc.

Name

The name of this organization is “THE MYANMAR AMERICAN MEDICAL EDUCATION SOCIETY, INC.” (the “Corporation”). The Corporation is a corporation as defined in subparagraph (a)(5) of § 102 of the Not-for-Profit Corporation Law of the State of New York and is a Type B Corporation as defined in Section 201 of that law.

Article I — Offices

Principal Office. The principal office of the Corporation shall be located in the Borough of Manhattan, City of New York, County of New York, and State of New York.
Other Offices. The Corporation may also have offices at such other places, either within or without the State of New York, as the Board of Directors may from time to time determine.

Article II — Purposes

The purposes for which the Corporation is formed are:

To conduct such activities which are exclusively charitable, scientific, literary and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor statute thereto (the "Code").
To benefit humanity in Myanmar community
To promote the exchange of scientific information in the Myanmar medical community.
To provide the information and support for the medical education for Myanmar physicians.
To engage in any and all lawful activities incidental to the foregoing purposes or in advancement thereof, except as restricted herein.

Article II — Membership

Eligibility. Membership shall be at the invitation of the Corporation. No person shall be elected or remain a member of the Corporation unless he or she is of good moral character and adheres to the ethical principles of the American Medical Association.
Classes. Membership of the Corporation shall include Active Members, Associate Members and Corresponding Members. The requirements for membership are:
1. Active Member. Individuals are eligible for Active Membership if they are residents or fellows in training or attending physicians or surgeons have trained in the United States, are graduates from medical schools in Myanmar and are licensed physicians or licensed dentists of Burmese descent and reside in the United States.
2. Associate Members. Individuals are eligible for Associate Membership if they are are graduates of medical schools in Myanmar and are medical students of Burmese descent and reside in the United States.
3. Corresponding Member. Individuals are eligible for Corresponding Membership if they are graduates of medical schools in Myanmar, reside outside the United States.
Qualification. Membership may be obtained by submitting an application to the Board of Directors. Any application to become an Associate or Corresponding Member must be sponsored by an Active Member of the Corporation.
Membership Dues. There are no annual membership dues for the Corporation’s members.
Annual Meeting of Members. Annual meeting of the members of the Corporation shall be held in December of each year. Notices of the meeting shall be sent to all members not less than two weeks prior to the actual meeting date.
Special Meetings of the Members. The Board of Directors, President or Chairperson of Committees may call special meetings of members at any time. Notice of such meetings shall be sent to all members not less than two weeks prior to the actual meeting date.
Membership Quorum. At any meeting of the members, presence of ten percent (10%) of all voting members in good standing shall constitute a quorum for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum.
Proxies. Every member of the Corporation entitled to vote at any meeting thereof may vote by proxy. A proxy shall be in writing and revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after three (3) months from the date of its execution.
Voting. Each Active Member shall be entitled to one vote. Associate and Corresponding Members shall not be entitled to vote. All questions regarding the manner of deciding voting eligibility, which is not otherwise prescribed, shall be decided by majority vote of the members present in person or by proxy.

Article IV — Board of Directors

Eligibility. The Board of Directors shall consist only of Active Members.
Number. The Board of Directors shall consist of not less than three (3) nor more than twenty-five (25) Directors, as may be fixed by resolution of the Board of Directors from time to time.
Responsibilities. The general management of the affairs of the Corporation shall be vested in the Board of Directors which may delegate to Officers, employees and to committees of their own number such powers and duties as set forth in the Certificate of Incorporation. The Board of Directors shall have full power, by majority vote, to adopt rules and regulations governing the action of the Board and shall have full and complete authority to determine by resolution the manner of distribution and payment of the moneys received by the Corporation from time to time; provided, however, that the Board of Directors shall not permit any part of the net earnings or capital of the Corporation to inure to the benefit of any Director or other private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation in furtherance of one or more of its purposes.
Election; Term. Each Director shall be elected at the annual meeting of the Board of Directors by a majority of a quorum of the Directors then in office and shall hold office for a term of two (2) years and until their successors have been elected as provided herein, or until the death, resignation or removal of the Director. Directors shall be eligible for re-election without limitation.
Vacancies. Any vacancy in the Board of Directors occurring by resignation, death or otherwise, or by increase of the number of authorized directors may be filled by majority vote of the Board of Directors.
Annual Meeting. The annual meeting of the Board of Directors shall be held at the principal office of the Corporation or at such other place and at such time as the Board of Directors from time to time shall determine. The Secretary shall send notice of the time and place of such annual meeting to each Director not less than twenty days before such annual meeting.
Regular Meetings. Regular meetings of the Directors may be held at such time and place as shall be designated by resolution of the Board of Directors. Notice of the time and place of any such regular meeting shall be sent by the Secretary to each Director not less than ten days before any such regular meeting, provided, that if notice is sent by mail, notice shall be given not less than fourteen days before such regular meeting.
Special Meetings. Special Meetings of the Board of Directors may be called by the on the request of two (2) of the Directors on five (5) days’ notice to each Director.
Business Transacted at Meetings. Any business may be transacted and any corporate action may be taken at any regular or special meeting of the Board of Directors at which a quorum is present, whether such business or proposed action be stated in the notice of such meeting or not, unless special notice of such business or proposed action is required by law or by these bylaws.
Quorum. If the Board of Directors shall have less than fifteen Directors, one-third of the entire Board of Directors shall be necessary to constitute a quorum for the transaction of business. If the Board of Directors shall have more than fifteen Directors, then five Directors plus one additional Director for every ten Directors (or fraction thereof) in excess of fifteen Directors shall be necessary to constitute a quorum for the transaction of business. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors, unless otherwise provided by law, the Certificate of Incorporation or these By-Laws. If a quorum is not present, a majority of the Directors present may adjourn the meeting to such time and place as they may determine without notice other than announcement at the meeting until enough Directors to constitute a quorum shall attend. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any Directors.
Removal and Resignation. Any Director may be removed from the Board of Directors, with cause, by a majority of the Board of Directors at any special meeting of the Board of Directors called for that purpose. If a Director fails to attend more than fifty percent of the meetings in one calendar year, without good cause as determined by the other directors, that director will be deemed to have voluntarily resigned from the Board.
Any Director may resign at any time by giving written notice of such resignation to the Board of Directors and the President or Vice President of the Corporation. Such resignation shall take effect at the time specified therein, and if no time be specified, at the time of its receipt, by the President or Vice President. The acceptance of a resignation shall not be necessary to make it effective, unless so specified therein.
Compensation. Directors shall receive no salary or other compensation for their services.
Rules and Regulations. The Board of Directors may from time to time adopt such rules and regulations, as it may deem advisable to carry out the business of the Corporation.
Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or the Committee consent in writing to the adoption of a resolution authorizing the action. Such resolution and written consents thereto shall be filed with the minutes of the proceedings of the Board or Committee.
Participation by Telephone. Any one or more members of the Board of Directors or any committee thereof may participate in any meeting of such Board or Committee by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.

Article V — Honorary Board of Trustees

The Board of Directors has the right to nominate and vote on candidates for the honorary membership of the Board of Trustees. There is no limit on the number that can be nominated. There is no active function for the honorary members. They shall have the right to receive notice of Board meetings and to attend as non-voting members. All retired Directors automatically become Honorary Trustees unless voted against by the Board of Directors. Honorary Trustees who are elected to the Board of Directors shall automatically resign from the Honorary Board of Trustees.

Election. Honorary Trustees must be Members of the Corporation and must be nominated and elected by the Board of Directors.
Term. Honorary membership of the Board of Trustees is for a lifetime term. No replacement or substitution is necessary.
Termination. Honorary Trustees may resign at their own will at anytime.
Honorary Chairperson(s). The Board of Directors also has the right to nominate candidates for one or more Honorary Chairpersons of the Honorary Board of Trustees. The Honorary Chairperson(s) is (are) elected by a two-thirds majority vote of the Board of Directors. Each Honorary Chairperson shall serve in such capacity at the discretion of the Board of Directors, but shall not have the right to vote. Each Honorary Chairperson shall hold the title for a period of one year or until his or her removal by a two-thirds majority vote of the Board of Directors.

Article VI — Officers

Number and Election. The Officers of the Corporation shall be the President, Vice President, Secretary, Assistant Secretary and Treasurer. The Officers are to be elected from active members, each for a two-year term, and may be extended for additional terms. The first of such elections shall be held at the meeting of the Board of Directors at which these By-Laws are adopted. All incumbent Officers of the Corporation shall serve until their successors have been duly elected as elsewhere provided herein.
Other Officers. The Corporation may have such other Officers, agents and employees as shall be determined from time to time by the Board of Directors.
President. The President shall be the Chief Executive Officer of the Corporation and shall have the general direction of the affairs and property of the Corporation and of its several officers and shall have and exercise all such powers and discharge such duties as usually pertain to such office. The President shall preside at all meetings of the Executive Council and shall serve as its Chairperson.
Vice President. The Vice-President shall, pursuant to direction of the Board, perform the duties and possess and exercise the powers of the President in the event of the President’s absence or disability and shall have such other powers as the Board of Directors shall determine and shall perform such other duties as may be assigned by the Board of Directors.
Secretary. The Secretary shall attend all meetings of the members and of the Board of Directors; shall record all the proceedings of and votes at the meetings of the members and meetings of the Board of Directors, and may sign the notices for meeting thereof, and shall perform, in general, the duties incident to the Office of Secretary subject to the control of the Board of Directors and to the provisions of these By-Laws.
Assistant Secretary. Any Assistant Secretary shall perform such duties as may be assigned and, in the temporary absence or during the temporary inability to act of the Secretary, shall perform the duties and exercise the powers of his or her superior in office. Performance by the Assistant Secretary of any of the duties of his or her superior shall be, as to third persons, conclusive evidence of his or her authority to act in any such respect.
Treasurer. The Treasurer shall have the care and custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements of all monies received and paid by him or her on account of the Corporation. He or she shall exhibit such books of account and records to any of the Directors at any time upon request at the Office of the Corporation and shall render a detailed statement to the Directors as often as they shall require it. He or she may execute all instruments requiring the signature of the Treasurer. He or she may be required to give bond for the faithful discharge of his or her duties.
Removal and Resignation.. Any Officer elected by the Board of Directors shall be subject to removal, with or without cause, at any time by majority vote of the entire Board of Directors then in office, whenever in the sole judgment of the Board of Directors the best interest of the Corporation will be served thereby. If an Officer fails to attend more than fifty percent of the meetings in one calendar year, without good cause as determined by the Board of Directors, that officer will be deemed to have voluntarily resigned as an Officer. Any Officer may resign by delivering to the Board of Directors a written resignation.
Annual Meeting. The annual meeting of the Officers shall be held in December of each year. The Secretary shall send notice of the time and place of such annual meeting to each Officer not less than twenty days before such annual meeting.
Regular Meetings. Regular meetings of the Officers may be held at quarterly in each calendar year. Notice of the time and place of any such regular meeting shall be sent by the Secretary to each Officer not less than ten days before any such regular meeting, provided, that if notice is sent by mail, notice shall be given not less than fourteen days before such regular meeting.
Special Meetings. Special Meetings of Officers may be called by the President or the Board of Directors on five (5) days’ notice to each Officer.
Bonds. The Board of Directors shall have the power to require that any and all of the Officers, agents and employees of the Corporation, furnish a corporate surety bond for the faithful performance of their respective duties, in such amounts as the Board shall determine. The expense of such bond shall be borne by the Corporation.
Vacancies. In the event that any office of the Corporation becomes vacant by death, resignation, retirement, disqualification, removal, or for any other cause, the majority of Directors then in office may elect an Officer to fill such vacancy, and the Officer so elected shall hold office and serve until the next meeting of the Board of Directors at which new elections of officers will be held and a successor duly elected.
Honorary Officers. The Board of Directors may appoint Honorary Officers who shall serve in an advisory capacity only.

Article VII — Executive Council and Committees

Executive Council. The Executive Council shall consist of Officers of the corporation and Members of Committees.
Finance Committee. The Finance Committee, which shall consist of Active Members of the Corporation as appointed by the President of the Corporation with consent of the Board of Directors, shall examine as often as necessary and at least once a year the funds of the Corporation, shall consider any questions of financial policy which may be referred to it, or may do so on its own initiative, and shall report on all such matters to the Board of Directors.
Education Committee. The Education Committee, which shall consist of Members of the Corporation as appointed by the President of the Corporation with consent of the Board of Directors, shall arrange for seminars and lectures for continued medical education, mentoring for examinations and interviews, contribution for preventive medicine.
Communication and Public Affairs Committee. The Communication and Public Affairs Committee, which shall consist of Members of the Corporation as appointed by the President of the Corporation with consent of the Board of Directors, shall arrange for donation of medical text books and journals, participation in cultural events and fund raising events.
Special Committees. The Board of Directors may by resolution create such special committees as it deems desirable. The President with the consent of the Board of Directors shall appoint the members of such special committees.
Term of Office. Each member of each committee shall continue as such until the next annual meeting of the members of the Corporation and until his or her successor is appointed, unless the committee is terminated sooner, such member is removed from such committee, or such member ceases to qualify as a member thereof.
Annual Meeting. The annual meeting of committees shall be held at the annual meeting of the Corporation. The Secretary shall send notice of the time and place of such annual meeting to each member not less than twenty days before such annual meeting.
Regular Meetings. Regular meetings of committees may be held at quarterly in each calendar year. Notice of the time and place of any such regular meeting shall be sent by the Secretary to each member not less than ten days before any such regular meeting, provided, that if notice is sent by mail, notice shall be given not less than fourteen days before such regular meeting.
Special Meetings. Special Meetings of the committees may be called by the President or the Board of Directors or the Chairperson of committee on five (5) days’ notice to each member.
Chairperson. The President of the Corporation shall appoint one member of each committee chairperson. The President shall be, ex officio, a member of each such committee.
Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Rules. Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
Removal and Resignation. Any member may be removed from the committee, with cause, by a majority of members with the consent of the Board of Directors and Officers, at any special meeting called for that purpose. If a committee member fails to attend more than fifty percent of the meetings in one calendar year, without good cause as determined by the other committee members, that member will be deemed to have voluntarily resigned from the committee. Any member of committee may resign by delivering to the Board of Directors a written resignation.

Article VIII — Indemnification

Exculpatory Provisions. None of the Corporation’s current or former Officers or Directors (each, an “Indemnified Person”) shall be liable, directly or indirectly, to the Corporation for any act or omission taken or omitted by such Indemnified Person in good faith, provided that such act or omission did not constitute gross negligence, fraud or willful violation of the law or a breach of such Indemnified Person’s duty of loyalty to the Corporation.
Derivative Actions. Any and every Indemnified Person made or threatened to be made a party to any action, suit or proceeding by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she, his or her testator or intestate, is or was a Director or Officer of this Corporation or of any corporation which he or she served as such at the request of this Corporation, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by applicable law, against any and all claims, liabilities and expenses of whatever nature (“Claims”) relating to activities undertaken in connection with the Corporation, including but not limited to amounts paid in satisfaction of judgments, in compromise or settlement, or other amounts, and reasonable attorneys’, accountants’ and experts’ and other fees, in each case incurred by him or her in connection with the investigation, defense or disposition of such action or in connection with any appeal thereof, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Officer or Director has breached his or her duty of loyalty to the Corporation.
Nonderivative Actions. Any and every Indemnified Person made or threatened to be made a party to any action, suit, or proceeding other than one by or in the right of the Corporation to procure a judgment in its favor, whether civil or criminal, including an action by or in the right of any other corporation of any type or kind, domestic or foreign, which any Director or Officer of the Corporation served in any capacity at the request of the Corporation, by reason of the fact that he or she, his or her testator or intestate, is or was a Director or Officer of the Corporation, or served such other corporation in any capacity, shall be indemnified and held harmless by the Corporation, to the fullest extent permitted by applicable law, against any and all Claims incurred by him or her in connection with the investigation, defense or disposition of such action, suit or proceeding or in connection with any appeal thereof, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Officer or Director (i) acted with gross negligence, fraud or willful violation of the law or (ii) shall not have acted in good faith.
Advance of Expenses. Expenses incurred by an Indemnified Person in, investigation, defense or settlement of any Claim that may be subject to a right of indemnification hereunder may be advanced by the Corporation prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the Indemnified Person to repay such amount if it shall ultimately be determined that the Indemnified Person is not entitled to be indemnified by the Corporation.
Non-Exclusivity. The right of any Indemnified Person to the indemnification provided herein shall be cumulative of, and in addition to, any and all rights to which such Indemnified Person may otherwise be entitled by contract or as a matter of law or equity, and shall extend to such Indemnified Person’s successors, assigns and legal representatives. The Corporation shall have the power to purchase or maintain at its cost and expense insurance on behalf of such Indemnified Persons to the fullest extent permitted by this Article and applicable law.
Satisfaction from Corporation’s Assets. All judgments against the Corporation or an Indemnified Person, in respect of which such Indemnified Person is entitled to indemnification, shall first be satisfied from Corporation assets before the Indemnified Person is responsible therefore.
Notices of Claims. Promptly after receipt by an Indemnified Person of notice of the commencement of any action or proceeding or threatened action or proceeding involving a Claim, such Indemnified Person will, if a claim for indemnification in respect thereof is to be made against the Corporation, give written notice to the Corporation of the commencement of such action; provided, however, that the failure of any Indemnified Person to give notice as provided herein shall not relieve the Corporation of its obligations under this Article VI, except to the extent that the Corporation is actually prejudiced by such failure to give notice. Each such Indemnified Person shall keep the Chairman of the Board of Directors and the Executive Director of the Corporation apprised of the progress of any such proceeding.
Burden of Proof. In any dispute as to indemnification between the Corporation and a person claiming indemnity, the burden of proof shall in all events, and as to all elements of any claim or defense, be on the Corporation.

Article IX — Agents

The Board of Directors may appoint such agents and representatives of the Corporation with such powers and to perform such acts or duties on behalf of the Corporation as the Board of Directors may see fit, so far as is consistent with these By-laws, to the extent authorized or permitted by law.

Article X — Funds and Securities

Contracts. The Board of Directors may authorize any Officer, in the name of and on behalf of the Corporation to enter into any contract or to execute and deliver any instrument, or to sign checks, drafts or other orders for the payment of money or notes or other evidences of indebtedness, and such authority may be general or confined to specific instances; and, unless so authorized by the Board of Directors, no Officer shall have power or authority to bind the Corporation by any contract or engagement or to render it pecuniarily liable for any purpose or to any amount, with any other institution or firm, corporation or individual. Such authority may be general or confined to specific instances.
Depositories of Funds. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select, or as may be selected by any Officer or Officers of the Corporation to whom such power may from time to time be delegated by the Board of Directors.

Article XI — Seal

The Seal of the Corporation shall be circular in form and shall bear the name of the Corporation, the year of its organization, and the words “Corporate Seal New York.”

Article XII — Fiscal Year

The fiscal year of the Corporation shall end on December 31.

Article XIII — Notices

Whenever, under the provisions of these By-Laws, the Certificates of Incorporation or any statute, notice is required to be given to any Director or, Officer, it shall not be construed to be a personal notice, but such notice may be given in writing by mail, by facsimile or by telegram, addressed to such Director or Officer at such address as appears on the books of the Corporation. Any Director or Officer may waive any notice required to be given by law, the Articles of Incorporation or these By-Laws.

Article XIV — Amendments

These By-Laws may be altered, amended or repealed at any annual, regular or special meeting of the Board of Directors by a majority of the votes cast at such meeting, provided notice or intention to amend the By-Laws be mailed to each Director at least twenty (20) days before such meeting.