Pakistan Physicians Society of Illinois
www.ppsil.org

PPS IL

The name of the Corporation shall be the Pakistan Physicians Society, hereafter referred to as the society. The address of the operational office will be determined by the executive committee.

The Society shall be independent, not for profit, professional and educational organization incorporated in the State of Illinois and shall have no political or religious affiliations and activities.

1. In addition to the purposes named in the Certificate of Incorporation (Articles of Incorporation enclosed), the objectives of the Society shall be:

2. The Society shall have all the powers of a corporation organized not for pecuniary benefit, as are now or shall hereafter be conferred by the statutes of the state of Illinois.

3. The Society is organized and operated exclusively for charitable or educational purposes. In the event of dissolution of the Society, its assets shall be transferred to an educational or charitable organization and shall not be distributed to shareholders or members.

1. Active membership in PPS shall be open to anyone who has graduated from a recognized medical, osteopathic or dental school in Pakistan or anyone of Pakistani descent who has graduated from a recognized medical, dental, or osteopathic school anywhere in the world. To be eligible for active membership in the society, a physician must hold an un-revoked license in North America and/or be involved in Academics, Medical Research, or management in any field of Heath care in North America, and comply with all provisions of the Bylaws of this Society.

2. Active members shall have the right to vote at the general and special meetings of the Society and to hold office therein.

1. Resignation or death. All rights and privileges of any member shall terminate upon resignation or death.

2. Suspension: Membership in the society will be suspended for a criminal conviction by a court of law or a disciplinary action by a board of Medical Examiner resulting in revocation of medical licensure. Suspended membership may be reinstated by the Board of Trustees at the recommendation of the Executive Committee on dismissal of charges and/or the disciplinary action.

The Society shall have the following three major components:

1. The general body, consisting of duly registered and paying members of the Society according to the provisions herein. This will be the supreme authority in the Society, wielding absolute power on the conduct of the affairs of the Society. It may, however, for smoother running of its affairs, delegate this authority to various components as outlined herein.

2. The Board of Trustees shall act as the overseer of the Society. It shall consist of active members of the Society. In this capacity, the trustees shall be the "Ombudsman" on behalf of the general membership and shall act to preserve and protect the Society when threatened to be dissolved.

3. The Executive Committee, hereinafter referred to as the Committee, shall consist of elected officers of the Society and members-at-large. The President and the Secretary of the Board of Trustees and the immediate past president will be the ex-officcio members.

1. The officers of this Society shall be a President, President-elect, Secretary and Treasurer.

2. The President-elect, Secretary, Treasurer, and members-at-large shall be elected by the general body at the annual meeting except as provided by the byelaws with respect to the filling of vacancies.

3. There will be seven (7) members-at-large; all elected by the general membership.

1. Funds for meeting the expenses of the Society shall be raised by annual dues, special assessments and voluntary contributions.

2. Annual membership dues and assessments shall be fixed by the Executive Committee.

3. The financial status of the Society shall be presented to the general membership by the Treasurer at its annual meeting.

4. The fiscal year shall run from January 1 through December 31 of each year.

1. Amendments to this Constitution may be initiated by a proposal signed by at least fifteen (15) active members of the Society in good standing which shall be delivered to the Secretary of the Society at least four (4) months prior to the annual meeting. The proposed amendment shall be immediately referred to the Executive Committee. If the majority of the Executive Committee members concur with this amendment, the Secretary shall send notice of the proposed amendment and Executives Committee’s approval to the entire membership of the Society at least thirty (30) days prior to the annual general meeting for their approval at this meeting.

2. If the majority of the Executive Committee does not concur with the proposed amendment, the Secretary shall notify the proposers within fifteen (15) days of the Committees action. In such cases, the proposers may appeal to the general body by resubmitting the amendment to the Secretary with additional signatures of at least five (5) more actives members of the society at least forty five (45) days prior to the annual meeting. The Secretary shall then send notice of the proposed amendment, along with the summary of the denial by the executive Committee to the entire membership at least thirty (30) days prior to the annual meeting for their consideration.

3. Amendments may also be initiated by a majority vote of the Executive Committee or of the Board of Trustees at least sixty (60) days prior to the annual meeting. In such cases, the Secretary shall send notice of the proposed amendment toe h members at least thirty (30) days prior to the annual meeting for consideration at this meeting.

4. The Secretary shall present the proposed amendment to the members at the annual meeting of the general body. An amendment will be adopted only if it receives the approval of more than 50% of the active members of the Society. If the total number of the votes cast at the annual meeting is less than 50% of all the active members, the amendment shall be submitted by mail to all the active members within sixty (60) days of the annual meeting. The amendment will be considered approved in 50 % of all active members vote in favor of it by mail. In order to be counted, these mailed votes must be post marked no later than twenty (20) days after they have been sent to the members.

5. This Constitution or any amendment thereto shall become effective immediately upon its adoption.

1. No proposal for dissolution of the Society shall be considered unless recommended by the majority of the Board of Trustees. The proposal to dissolve will be discussed at the regular annual meeting after thirty (30) days notice in writing has been given to the active members. The Society shall be dissolved only if 2/3 of the active members and a majority of the Board of Trustees approve of dissolution.

2. Upon dissolution of the Society, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the Society, dispose of all the assts of the Society exclusively for the purpose of the Society in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, or scientific purposes.

1. As used in these bylaws, except as otherwise herein expressly qualified, the term "physicians" means doctor of medicine or doctor of dentistry/ the practice of medicine/surgery or dentistry.

2. There shall be no discrimination on the basis of religion, sex, race, or ethnic origin.

3. Active Members: To be eligible for active membership in the Society, a physician must hold an un-revoked license to practice in North America or in the country where he/she is practicing or in Pakistan, or must be engaged in academic teaching, research or administration and must comply with all the provisions of the bylaws of this Society. Physicians-in-training may become active members if they hold a license to practice medicine, surgery or dentistry in their respective state, province, or country.

4. A member may elect to become a life member of the Society by making a single payment equal to ten (10) times the membership dues in affect at that time. Such life member will have lifetime privileges of an active member.

5. Active Member Dues Exempt. The Executive Committee may excuse a member for whom the payment of dues would be a financial hardship by reason of physical disability or illness, fully or partially, from payment of dues. Said member shall have all the privileges of active membership.

6. Honorary Members. The Society may elect as an honorary member, any person distinguished for services or achievements in medicine or who has rendered other services of unusual value to organized medicine or the medical profession.

7. Affiliate Members. The society may elect to affiliate membership non-physicians involved in areas of endeavor which are related to medicine and medical practice. They shall pay no dues and may not vote or hold office.

The fiscal year will be from January 1 to December 31 of each year.

1. Determination of Time and Place. This meeting will be held in October or November of each year and shall be held in the State of Illinois. The Secretary of the Society will notify the active members of the date, time, and place of each meeting at least thirty (30) days prior to such meetings. The Executive Committee shall determine the number and times of other general meetings each year. General meetings shall be presided over by the President or, in his/her absence, the President-elect.

2. Quorum. The presence of 1/3^rd of the active members of the Society shall constitute a quorum. A simple majority of those present will be required for adoption of a resolution, except as otherwise specified in these bylaws. Approval by a majority of all active members shall be required to override actions taken by the Executive Committee.

3. Actions. At any general meeting of the Society, the membership may direct the Executive Committee to appoint committees for matters relating to scientific, cultural or any other special matters. Any reports by such committees shall not become official actions or expressions of this Society until so approved by the Executive Committee.

1. Composition. The Board shall be composed of five (5) immediate past Presidents of the Society and two (2) other members selected by these five (5) members. All trustees shall reside in the State of Illinois during their term of office. No trustee shall hold any elected office during his/her term of office. Trustees may, however, be involved in any committee of the Society and may chair a committee at the request of the President. If at any time, less than five (5) immediate past presidents are available to serve on the Board, the remaining members of the Board may, by a majority vote, elect any active member/members to fill the vacancy/vacancies as an interim trustee.

2. Officers. The officers of the Board shall be the Chairman and a Secretary. Each shall be elected for a one (1) year term from amongst the trustees at the annual meeting. Each of these two officers may be re-elected for as many terms as the Board may desire. The Chairman shall be the spokesman and presiding officer of the Board and the Secretary shall act as the recording officer.

3. Term of Office. Each member of the Board will serve for five (5) years except as follows:

4. Meetings. The Board shall meet at least annually at the time and place of the annual meeting of the Society and may hold any other meetings as the Trustees may determine. The chairman on his own or upon request may call the Board to a meeting by a majority of the members of the Board when a petition is filed or appears to be filed for dissolution of the Society. The purpose of such special meeting shall be stated in the notice of call, and no other business shall be transacted. A, resolution adopted by the Board shall be reported by the Chairman to the Executive Committee through the Secretary of the Society within thirty (30) days except in case of dissolution, whence the Executive Committee shall be informed as soon as possible for appropriate action including a call for an emergency meeting of the Society.

5. Powers and Duties. As the overseers of the Society, the Board shall be the only authority to receive and discuss a proposal for dissolution for the Society. The recommendation for the Board, both the majority and the minority views in cases of dissent shall be presented by the Chairman or the Secretary of the Board at the next annual or emergency meeting of the Society. In the event of dissolution as prescribed under Article x of the Constitution, the Board shall be the sole body to disburse the assets of the Society. If three (3) trustees dissent with decision of the general membership as prescribed in Article X, they may, after disbursing the assets, desire to retain the papers of Incorporation, and may revive the Society if they so desire.

1. Composition. The Executive Committee shall be composed of officers of the Society and seven (7) members-at-large. The President and Secretary of the Board of Trustees and immediate past President shall be ex-officio members.

2. Officers. The officers of the Executive Committee shall be the President, President-elect, Secretary, and Treasurer of the Society. They shall be voting members of the Executive Committee.

3. Meetings. The Executive Committee shall meet at least once every two months to conduct the business of the Society. The time and place of each meeting will be announced to the members of the Executive Committee at least two (2) weeks in advance. The meeting will be open to any dues paying member of the Society who may obtain information regarding time and place of such meeting from the President and/or Secretary of the Society. The Committee may also be called into special meeting at any time by the President or on petition of at least three (3) of the members of the Executive Committee. The purpose of such special meeting shall be stated in the notice of call, and no other business shall be transacted.

4. Quorum. A quorum of the Executive Committee shall consist of 50% of its members, provided that a majority of such quorum does include at least two (2) officers of the Society.

5. Powers and Duties. As the legislative body of the Society, the executive Committee shall have the power and authority to adopt, institute and carry out such methods and measures as it may deem to be in the best interest of the Society and without limitation thereof:

6. Members of the Executive Committee will be the official representatives of the Society on all formal and official functions both in Pakistan and in North American. In cases where fewer members are required to be present on these occasions, order of seniority for the composition of a delegation shall be as follow: President, President-elect, Secretary, Treasurer and other Executive Committee members.

7. Resolutions. Each resolution introduced in the Executive Committee shall be introduced by a member of the Executive Committee. It may be referred by the President to the proper committee, if needed, before action is taken thereon.

1. Term of Office. Except as herein provided, the term of office will be January 1 through December 31 of the year following the election. An officer of the Society shall be a member in good standing for at least two (2) consecutive years immediately prior to holding such office.

2. President. The President shall be the chief executive officer of the Society. He shall preside at the general meetings of the Society and shall deliver the President’s address. He shall appoint necessary committees when not otherwise provided for and fill vacancies thereon. He shall be the pre-aiding officer of the Executive Committee with the right to vote therein. He shall perform such other duties as are imposed upon him by the Constitution and bylaws of the Society. The President will serve a term of office for one (1) year. He will not hold this office for more than two consecutive terms.

3. President-elect. The president-elect shall act for the President in his absence of disability. Should the office of President become vacant, the President-elect shall succeed to the presidency for the unexpired term. The President-elect shall be a member of the Executive Committee with the right to vote herein.

4. Secretary. The Secretary shall be the recording officer of the Executive Committee and the general body. He shall also discharge the following duties:

5. Treasurer. The Treasurer shall be an active member of the Society.

1. The President will appoint a Nominations and Election Committee four (4) months prior to the annual meeting. He/she will appoint a chairman and two (2) other members.

2. The Nominations and Election Committee will deliberate and review credentials of all the members of the Society and, after consideration of the commitment, contributions, and services of each of the members, will decide on the names to be proposed for the offices of President-elect, Secretary, Treasurer and members-at- large. After the approval of each of these members to accept the position, if so elected, the names will be forwarded to the Executive committee. The Secretary of the Executive Committee will mail those nominations to the members at least sixty (60) days prior to the general body meeting. He will also indicate the opportunity to submit an additional name for any of these offices.

3. A member who would like his/her name to be considered as an alternate candidate for an office should submit his/her name along with the signature of at least fifteen (15) active members in favor of this nomination.

4. In case more than one candidate is eligible to be elected, the Secretary of the Executive Committee will send final ballots to the members of the Society not later than thirty (30) days prior to the annual meeting. For a member to be eligible to vote in the election, the membership dues must have been paid by September 30 of the same year.

5. The members of the Society will cast their votes by mail. The ballot, enclosed in a separate envelope, will be mailed in an outer envelope to the Secretary of the Society. Only the outer envelope will have the name and signature of the member. The inner envelope and ballot will bear no identification.

6. The ballots should be postmarked ten (10) days prior to the days of the annual meeting.

7. Each member will be able to cast seven (7) votes for members-at-large. Those seven (7) candidates getting the highest number of votes will be elected.

8. The counting of the ballots will be done by the chairman of the Nominations and Election Committee in the presence of representatives of the candidates prior to the annual meeting. The candidate winning the majority for an office will be considered elected.

9. In case of a tie vote, a ballot indicating the names of candidates for such office will be mailed to all the members of the Society with fifteen (15) days of the annual meeting. The returned sealed ballots will then be counted as described in #8 above.

10. If there are no bona fide nominations received, as described in #3 above, by the due date, then candidates proposed by the Nominations and Election Committee will be considered elected.

11. If less than seven (7) members-at-large are elected, as above, the Executive Committee may fill the vacancies by naming regular members of the Society to these positions.

1. An office of the Society shall be declared vacant by the Executive Committee when an officer resigns or leaves Illinois for a period longer than four (4) months without prearrangement with the Executive Committee, or becomes unable to carry out duties of the office for reasons of health or otherwise.

2. Should the office of the President become vacant, the President-elect shall succeed to the presidency for the unexpired term/ Should the office of the President thereafter again become vacant, the Executive Committee, at a regular or special meeting, shall elect a new President from amongst the Committee members to serve until the next annual meeting of the Society.

3. The vacant office of the President-elect shall remain vacant until the next annual meeting of the Society.

4. Should the office of Secretary or Treasurer become vacant the Executive Committee shall fill these posts by electing amongst the members of the Executive Committee.

5. If at any time the number of members-at-large is less than seven (7), the Executive Committee may fill the vacancy from amongst the general members of the Society.

1. Referendum at Society meetings. At any general or special meeting of the Society, the general body shall, by a 2/3rd vote of the voting members present, order a general referendum upon any question pertinent to the purposes and objectives of the Society, provided, however, that a quorum at such general or special meeting shall consist of not less than 1/3rd of voting members of the Society who are in good standing.

2. The item(s) for referendum will be mailed by the Secretary tot eh members of the Society who will vote by mail. The items on the referendum will be approved by a majority of votes cast by the members.

3. The general meeting of this Society can be called for a specific purpose by a petition to the Executive Committee signed by 1/4^th of the active members in good standing.

The seal of the Society shall be a common seal and shall have inscribed thereon the name of the Society and the words Corporate Seal of Illinois.

When prompt speech or action is imperative, authority to speak or act in the name of this Society is vested in the Executive Committee.

Roberts Rule of Parliamentary Procedures will govern the proceedings of the Society except in such cases as are covered by the bylaws and special rules adopted by the Society. The President may, if he/she deems it necessary, appoint a Parliamentarian for such interpretation of rules at any particular meeting.

The Society shall have and continually maintain an office in the state of Illinois.

The Executive Committee may authorize any officer or agent of the Society, in addition to the officers authorized by the bylaws, to enter into any contract or execute and deliver any instrument on or on behalf of the Corporation. Any such authority may be general or confined to specific instances. Checks, Drafts, and all other orders for payment or money, notes or other evidence of indebtedness shall be signed by such officer or officers as determined by the Executive Committee.

The Society shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its meetings and the Executive Committee and Board of Trustees meetings. All books and records of the Society may be inspected by any member or his/her authorized representatives for any purpose on any given working day provided that at least two (2) weeks advance notice is given.

The fiscal year of the Society shall begin on the first day of January and end on the last of December of each year.

Each officer of the Society, whether or not then in the office, shall be indemnified by the Society against all costs and expenses reasonably incurred by or imposed upon him or her in connection with or arising out of any transaction, action, suit or proceeding in which he or she may be involved and to which he or she may be party by reason of being or having been an officer of this Society, and this Society is authorized to make such expenditures of money, when and if the occasion arises to carry out the intent and purpose of this law.

Secretary
Pakistan Physicians Society