N M S A A M

P.O. Box 91353 | Albuquerque, NM 87199 | governance@nmsaam.org

Corporation By Laws

Last Updated: Sep 30, 2018

ARTICLE I - NAME

The name of the corporation shall be the New Mexico Society for Acupuncture and Asian Medicine, herein referred to as ‘NMSAAM’ or the ‘Society.’

ARTICLE II - OFFICE AND AGENT

The Society shall have and continuously maintain a registered office and a registered agent within the boundaries of New Mexico as listed in the Society’s articles of incorporation. The registered agent shall be the current president of the Society, and the registered office shall be the president’s address. A permanent Post Office Box will be maintained in the state of New Mexico.

ARTICLE III - MISSION

The Society’s mission is to unite and support the profession in promoting Oriental Medicine (a.k.a. Asian Medicine) as an essential component of our healthcare system and to protect the core values of Oriental Medicine/Asian Medicine.

ARTICLE IV - PURPOSE

The purpose of the Society shall be:

  1. To serve as a representative membership organization of the Oriental medical/Asian medical profession by working toward consensus and unification through the recognition of varying philosophies and traditions.
  2. To promote public understanding of Oriental medicine/Asian medicine.
  3. To maintain the practice of Oriental medicine/Asian medicine as a separate and distinct healing arts paradigm while supporting its integration into the healthcare system through the support and/or initiation of regulation and legislation.
  4. To protect in every way, not contrary to law, the philosophy, science and art of Oriental medicine/Asian medicine, and the professional welfare of its members.
  5. To serve as a voice for and representative of the Oriental medical/Asian medical profession in New Mexico by communicating with health professionals, regulatory agencies and the media locally, nationally and internationally.
  6. To contribute to the development of standards for education, ethics and professional competency, health research programs, and interprofessional relationships.
  7. To promote affordability and accessibility to Oriental medicine/Asian medicine practices and education.
  8. To provide mentorship and/or support for Oriental medicine/Asian medicine students, graduates and related projects.

ARTICLE V - MEMBERSHIP

Section I - Membership Categories

  1. Professional Member: A professional member shall be a Doctor of Oriental Medicine who is licensed to practice acupuncture and Oriental medicine in the state of New Mexico and is current with their Society dues. Professional members shall have full rights and privileges as voting members.
  2. Student: A student member is any individual currently enrolled in or who has recently graduated from a complete course of study in a school of acupuncture and/or Oriental medicine and whose curriculum meets the requirements of the NMBAOM. Student members shall have full rights and privileges as voting members. Student members may serve on committees but may not serve as officers.
  3. Associate Member: An associate member is any individual who supports the purposes of the NMSAAM and does not qualify for any other membership category, and who meets the eligibility requirements determined by the Board of Directors. They shall have all rights and privileges of membership, except for the right to vote and hold office.
  4. Corporate Member: A corporate member is any business or organization who supports the purposes of the NMSAAM and does not qualify for any other membership category, and who meets the eligibility requirements determined by the BOD. They shall have all rights and privileges of membership, except for the right to vote and hold office.

Section II - Suspension, Expulsion, or Denial of Membership

  1. The Board of Directors by a 2/3 vote may terminate or suspend a membership for nonpayment of fees or for conduct which the Board deems inappropriate to the best interests of the Society. The Board shall notify the member who is the subject of the proposed action 60 days prior notice of the proposed expulsion. The member may submit a written statement to the Board regarding the proposed action not less than 10 days before the effective date of termination. The Board shall review such statement and determine the mitigating effect of all information and then make a determination of termination or reactivation of the membership. Any member subject to termination or suspension shall forfeit all dues that may have been paid.

Section III - Membership Fees

Fees shall be set by the board and approved at the Annual Meeting by the membership. Fees will be published on the Society’s website.

ARTICLE VI - BOARD OF DIRECTORS

Section I - Composition of the Board

The NMSAAM will be governed by a Board of Directors, chosen by a majority vote of the membership present at the Annual Meeting, consisting of a President, Vice-President, Secretary, Treasurer and no more than seven members at large. If the membership votes and vacancies remain, the remaining available Board positions may be filled by an eligible member of the Society by a majority vote of the membership present at the Annual Meeting. The President, Vice-President, Secretary and Treasurer shall be designated as the Executive Committee.

Section II - Authority and Responsibilities

  1. The Board of Directors shall be responsible for all matters pertaining to the NMSAAM, except those specifically stated otherwise in these Bylaws, Articles of Incorporation and the New Mexico Nonprofit Corporation Act.
  2. The Board of Directors may delegate authority to the Executive Committee to act on its behalf between meetings.

Section III - Duties of the Officers

  1. The President shall:
    1. Preside at general meetings of the Society and of the Board of Directors.
    2. Prepare an agenda for all meetings.
    3. Establish standing and ad hoc committees, and appoint co-chairpersons subject to the approval of the Board of Directors.
    4. Be an ex-officio member of all committees.
    5. Report to the membership at the Annual Meeting.
    6. Represent the interests of the Society and of the profession, as a whole, to the national acupuncture and Oriental medical associations and other groups. When appropriate, the President may delegate these responsibilities to a professional member of the Society.
    7. Act as a liaison for the association with the public, the state, and other professional associations, or appoint a representative or representatives.
    8. Have signature rights to the NMSAAM bank account.
    9. Appoint counters prior to the voting at the Annual Meeting.
  2. The Vice-President shall:
    1. Have signature rights to the NMSAAM bank account.
    2. Assist the President in all duties.
    3. Act as a liaison between the membership and the President and the board of directors in coordination with the president.
    4. Chair meetings of the Society in the absence of the President.
    5. Assume the duties of the President in the event of the President’s inability to serve.
  3. The Secretary shall:
    1. Record and file all minutes of the Annual Meeting, special general meetings and meetings of the Board of Directors and prepare and distribute minutes of all board meetings to all members of the board of directors.
    2. Check the Society’s Post Office Box in the event that the Treasurer is unable to do it.
    3. Prepare a written report for the Annual Meeting.
    4. Receive and distribute correspondence to the appropriate officer, director, committee chair, or individual.
    5. Notify the general membership of the date, time and place of the Annual Meeting.
    6. Keep copies of meeting minutes and pass them to the succeeding secretary.
  4. The Treasurer shall:
    1. Receive monies of the Society, pay bills and disperse funds as directed by the board.
    2. Have signature rights to the NMSAAM bank account.
    3. Prepare an annual budget for the Society.
    4. Prepare a written report for the Annual Meeting.
    5. Keep the financial books of the Society in good order.
    6. Keep the NMSAAM bank account signatures current.
    7. Ensure that two signatures by the designated signatories are obtained for any expenditures exceeding $500.
    8. See that the financial record of the Society is reviewed periodically by an individual or individuals or agency approved by the Board of Directors.
    9. Maintain and check regularly the Society’s Post Office Box.

Section IV - Quorum

  1. A majority of the members of the Board of Directors shall constitute a quorum at all meetings of the Board unless otherwise specified in these bylaws.

Section V - Communication of Officers

  1. Email- All officers must be willing to engage in and capable of email communication with other officers. Email must be responded to within 48 hours unless an officer has given reasonable prior notice that they would be unavailable by notifying the President of the applicable time period of unavailability.
  2. Phone- All officers must be willing to engage in and capable of phone communication with other officers. Phone messages must be responded to within 24 hours unless an officer has given reasonable prior notice that they would be unavailable by notifying the President of the applicable time period of unavailability.

ARTICLE VII – TERMS OF OFFICE

  1. Length of Term: Each board member shall serve a term of one year.
  2. Elections: The Executive Committee will be chosen by a majority vote of the Society’s voting Membership at the Annual Meeting.
  3. Vacated Officer Positions: If an officer vacates his/her position or is recalled before the term is finished, the other officers will appoint a member to fill that position for the remainder of the term.
  4. Recall of Officers and Board Members: Officers and board members may be recalled by a majority vote of the Board of Directors for non-performance of duties. The board shall notify the officer who is the subject of the proposed action with 60 days prior notice of the proposed expulsion. The officer may submit a written statement to the Board regarding the proposed action not less than 10 days before the effective date of termination. The Board shall review such statement and determine the mitigating effect of all information and then make a determination of termination or reactivation of the officership. If no such statement is received from the officer, the original recall will stand.
  5. Vacated Board Member Positions: If a board member vacates his/her position or is recalled before the term is finished, the officers and other board members may appoint a member to fill that position for the remainder of the term.

ARTICLE VIII– MEETINGS

  1. Annual Meeting: A convention of members shall be held each year for the purpose of electing officers and directors, amending bylaws, reviewing the activities of the Society, and such other items as the membership and the Board of Directors may deem necessary. Notice of the Annual Meeting shall be given via electronic and/or conventional mail at least 30 days prior, with the time and place determined by the Board of Directors.
  2. Business Meetings: The Board of Directors shall meet at least four times a year to conduct the business of the Society. The date, time and location of the meeting will be determined by the President. Members of the Board of Directors shall be notified of a meeting at least 10 days prior to the date of the meeting. The President or a majority of the board members may call for an emergency meeting and waive the 10-day notice. Meetings of the Board of Directors shall be open to all members of the Society, except under special circumstances as determined by the President. Notices of board meetings shall be posted on the website.
  3. Special General Meetings: The President or a simple majority of the Board of Directors may call a special general meeting.
  4. Conduct of Meetings: All meetings shall be conducted by consensus. However, the presiding officer may choose to invoke the parliamentary procedure of Robert's Rules of Order at any time.

ARTICLE IX - COMMITTEES

Section I - Standing Committees may include:

  1. Membership Committee
  2. Finance Committee
  3. Legislative/Political Action Committee
  4. Bylaws Committee
  5. Communication Committee
  6. Education Committee
  7. Herbal Committee
  8. Insurance Committee
  9. Community Outreach Committee
  10. Ethics Committee

Section II - Committee Appointments

  1. The President shall appoint the Standing and Ad Hoc Committee Chairpersons. All Standing and Ad Hoc Committee Chairpersons shall be approved by a vote of the majority of the Board of Directors and must be members in good standing of the NMSAAM.
  2. Members of committees shall be members in good standing of the NMSAAM.

History and Approvals