BYLAWS
OF
POLISH AMERICAN HEALTH ASSOCIATION, INC.
Adopted by the PAHA General Assembly on February 22, 1992
Amended on April 9, 1994
ARTICLE 1
NAME, OFFICE AND PURPOSES
SECTION 1
The name of the organization is the POLISH AMERICAN HEALTH ASSOCIATION, Inc. (PAHA, Inc.) hereafter referred to as PAHA, or the Association. It was founded in October, 1990, and was subsequently affiliated with the Polish Institute of Arts and Sciences of America, Inc. (PIASA), and with the Polish American Congress, Metropolitan Division, Inc.
SECTION 2
The principal office of the Association is located in Washington, DC.
SECTION 3
PAHA is dedicated to the following objectives and purposes:
(a) To bring together professional health care providers and biomedical scientists with the purpose of sharing mutual professional, cultural, and social interests;
(b) To provide support and expertise to medical schools, universities, and biomedical research institutions in Poland;
(c) To promote scientific programs, workshops and symposia for its members in the United States and in North America and to promote joint programs of this sort with Poland.
ARTICLE 2
MEMBERSHIP
SECTION 1
Membership of PAHA shall consist of the following categories:
(a) Ordinary Members
These shall be current residents of North America. They shall be graduates of accredited medical schools, dental schools, schools of osteopathy, veterinary schools, pharmacy schools, schools of nursing, or holding degrees in one or more of the several areas of biomedical science from an accredited college or university. These members may vote, hold office, and serve on any committee. Active membership is dependent on the payment of annual dues.
(b) Corresponding Members
These will have the same qualifications as Ordinary Members, but will reside in countries outside of North America. They will have all the rights and privileges and duties of Ordinary Members, but they shall not hold offices in PAHA.
(c) Associate Members
These can be medical students, graduate students or individuals who are interested in the objectives of PAHA, but who do not have the educational background for ordinary membership in PAHA. They will have the rights and privileges of Ordinary Members but will not be able to vote or hold office in PAHA. Their annual dues will be reduced, as determined by the Board of Directors.
(d) Lifetime Members
They shall satisfy the same membership requirements as the Ordinary Members, but shall be retired from the active pursuit of their professions. They shall have all the rights and privileges of Ordinary Members, but will be exempt from paying dues, unless they desire to do so.
(e) Honorary Members
These will be elected from among outstanding individuals in the biological and health sciences. No more than two Honorary Members shall be elected annually. Selection of these special members will be made by the Board of Directors and approved by a simple majority of the members at the General Assembly. Honorary Members shall be exempt from the annual dues.
SECTION 2
Membership dues are proposed by the Board of Directors and approved by the General Assembly. Ordinary, Corresponding, and Associate Members are obligated to pay annual dues. Lifetime Members may pay dues voluntarily, while Honorary Members are exempt from dues. In certain circumstances the Board of Directors may reduce dues or exempt individuals from paying them. This will be decided on a case by case basis.
SECTION 3
Applications for membership must be made at least 30 days prior to a meeting of the Board. Applications must carry signatures of at least two PAHA members, who will ascertain that the applicant meets the criteria for membership in PAHA. Members will be approved by a simple majority of the Board.
SECTION 4
The ultimate authority of the Association shall be held by the combined membership, either convened in the General Assembly, or through mail vote of the majority of Members in good standing.
SECTION 5
The General Assembly of PAHA shall be called annually to elect Board members and to deal with matters presented by the Board, or by members from the floor. The President, on his/her own initiative, or on the request of a majority of Board members, may convene additional meetings of the General Assembly. In those cases, a written notice containing a specific agenda shall be sent to the membership at least three weeks prior to the meeting.
ARTICLE 3
BOARD OF DIRECTORS
SECTION 1
The governing body of PAHA shall consist of nine directors who collectively shall be known as the Board of Directors, also referred to as the Board.
SECTION 2
Any ordinary or lifetime member of PAHA in good standing can be elected to membership in the Board.
SECTION 3
Each year, one third of the authorized number of directors shall be elected to the Board. No director shall serve for more than three consecutive terms. After the adoption of these Bylaws and the election of the initial Board, the length of service on the Board for each of the initial directors shall be determined by lot, conducted by the Secretary of PAHA. In case of the death or resignation of a Board member, his/her unexpired term will be filled by a director appointed by the President, and approved by a simple majority of the Board. A Board member who misses three consecutive regular meetings of the Board will be asked to resign, and a new member will be appointed by the Board to fill the remainder of the term of the resigned member.
SECTION 4
The directors shall serve without compensation. The directors shall not be personally liable for the debts, liabilities, or other obligations of PAHA.
SECTION 5
The powers vested in the Board are to conduct the activities and affairs of PAHA as provided in these Bylaws and powers exercised by the Officers and the Committees of the Association shall be under the direction of the Board.
SECTION 6
The duties of the Board include, but are not limited to, the following:
(a) Planning and approving the activities of PAHA consistent with the goals set forth in Article 1, Section 3 of these Bylaws;
(b) Approving applications for membership in PAHA, as set forth in Article 2;
(c) Supervising all officers, agents and employees of PAHA to ensure their duties are discharged in accordance with these Bylaws;
(d) Meeting regularly as provided in the Bylaws or at the appointed times as decided by the majority of the Board.
SECTION 7
The meetings of the Board shall be presided over by the President of PAHA, or in his/her absence by the Vice President. The President, the Vice President, the Secretary or any two members of the Board shall have the right to call a special meeting of the Board. Normally, at least a one week notice shall be given for any meeting of the Board. A quorum of the Board shall consist of five members.
SECTION 8
All decisions of the Board shall be made by a simple majority of the Board, provided a quorum is present. No action of the Board will be valid in absence of a quorum.
ARTICLE 4
OFFICERS OF PAHA AND THEIR DUTIES
SECTION 1
The elected officers of PAHA shall be the President, the Vice President, the Secretary, and the Treasurer. All the officers shall be members of the Board of Directors, and they will constitute the Executive Committee of the Board.
SECTION 2
The President is the chief executive officer of PAHA. The incumbent in that office shall preside over the meetings of the Board, call meetings of the Board and of the General Assembly. The President shall fulfill all the duties imposed on the office by the Association, and shall serve as an ex officio member of all committees appointed by the Board. The President, with the approval of the Board, shall appoint Chairpersons and members of committees or sections of the Association. The President will serve in the capacity for one year, no more than three consecutive terms.
SECTION 3
The Vice President shall be the chief executive officer of PAHA, and shall have all the duties and obligations of the President when the President is absent or unable to fulfill his/her duties. The Vice President shall be a member of the Executive Committee.
SECTION 4
(Deleted.)
SECTION 5
The Secretary of the Association shall be responsible for all correspondence, for all the records of Board meetings and of the proceedings of the Association. The Secretary shall maintain the official membership list, along with current addresses and telephone numbers of the Members. The Secretary shall also be the Secretary of the Board. The Secretary shall be a member of the Board of Directors and of the Executive Committee of the Board.
SECTION 6
The Treasurer shall have custody of all funds and securities of PAHA, and shall deposit all such funds in the name of PAHA in such banks, trust companies, or other depositories as shall be approved by the Board. The Treasurer shall be responsible for the collection of membership dues, and the collection of any fees associated with any meetings of the Association. The Treasurer shall issue receipts for any monies received, and shall disburse the funds of the Association as directed by the Board. The Treasurer shall make periodic reports to the Board about the financial status of the Association, and shall make an annual report to the Members at the time of the General Assembly. The Treasurer shall be a member of the Board of Directors and a member of the Executive Committee of the Board.
SECTION 7
All the officers of PAHA shall serve without compensation, and shall not use their offices for personal gain.
ARTICLE 5
COMMITTEES AND SECTIONS
SECTION 1
The Executive Committee shall consist of the President, the Vice President, the Secretary, and the Treasurer. The Committee shall be called to act on behalf of the Board in urgent matters which arise between Board meetings. It shall have the full authority of the Board, but shall be subject to approval of any decisions that it takes by the full Board. In case of dispute between the Committee and the Board, the decision of the Board will take precedence.
SECTION 2
The Nominating Committee shall consist of three members, appointed by the Board, who shall submit a slate of candidates for the Board and for various offices to the General Assembly.
SECTION 3
The Audit Committee shall consist of three members, who are not current members of the Board, whose function shall be to audit and review the performance of the Board and the elected Officers, and report their findings to the General Assembly. The members of the Committee shall be nominated by the Nominating Committee and elected by the General Assembly.
SECTION 4
Other committees may be constituted by the President with the approval of the Board. Membership on those committees shall be open to any member in good standing.
SECTION 5
It may become desirable to establish various Sections of the Association. This shall be done on the recommendation of any Board member, or by petition of the Membership, but will require a majority vote of the Board, and of the General Assembly.
ARTICLE 6
AMENDMENT OF BYLAWS
SECTION 1
These Bylaws may be altered, amended, or repealed, and new Bylaws adopted by the approval of the Board of Directors, subject to the approval of the Members gathered in the General Assembly.
SECTION 2
Should any portion or item of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions or portions of these Bylaws shall be unaffected by such holding.
