The Oriental Medicine Association

Bylaws

(Amended 09-19-09)

ARTICLE I

Name and Slogan

The name of this association shall be The Oriental Medicine Association, herein referred to as the association. The slogan shall be “Representing and Serving Oriental Medicine in New Mexico Since 1979.”

ARTICLE II
Legal Organization

The association is a nonprofit corporation established under the laws of the State of New Mexico.

ARTICLE III
Purpose

Section 1. The purpose of the association shall be to:

1. Promote the best interests of the individual professional members as they pertain to all aspects of oriental medicine, including traditional, contemporary and expanded practice, without prejudice or discrimination towards minority perspectives.
2. Encourage and support diversity, evolving knowledge and skill and the holistic integration of evolving medical knowledge and skill with regard to traditional and contemporary oriental medicine and oriental medicine expanded practice.
3. Promote the best interests of the profession.
4. Promote high standards for the practice of oriental medicine.
5. Promote high standards of education for oriental medicine.
6. Provide a forum for cooperative interaction within the profession and the sharing of knowledge in the field of oriental medicine with other health care professions.
7. Facilitate cooperation between professional members of the association and other health care practitioners.
8. Encourage continuing education for professional members of the profession.
9. Educate the general public regarding the nature and scope of the practice of oriental medicine.
10. Assist in the establishment of just health laws and codes and to support such laws and codes where established.
11. Interact with the national acupuncture and oriental medicine associations, organizations and groups.
12. Interact with the New Mexico Board of Acupuncture and Oriental Medicine.
13. Establish and maintain a website to facilitate the Purpose and the operations of the association.

ARTICLE IV
Members

Section 1. Categories. There shall be the following member categories:

1. Professional Members. Professional members are doctors of oriental medicine licensed in New Mexico who have paid current association dues and who shall have full voting rights.
2. Life-paid Members. The association honors previous life-paid members.

ARTICLE V

Dues and Finances

Section 1. Dues.
A. Amount. Annual dues shall be $250.00.
B. Dues Payment. Professional members shall pay dues to the association treasurer.
C. Dues Payment Dates. Dues shall be due and payable on or before the annual meeting. Membership shall be terminated if dues are not paid in full prior to participation at the annual meeting.
D. Membership Year. The membership year shall be from one annual meeting to the next annual meeting.
Section 2. Budget. A proposed budget shall be submitted by the treasurer at the annual meeting.
Section 3. Bookkeeping. The board of directors shall ensure that proper books relating to the accounts of the association are kept by the treasurer. These books shall be open for inspection by any member upon reasonable request.
Section 4. Use of Funds. The funds of the association shall be used only in accordance with these bylaws, the purpose of the association as defined in Article III and for the general administration and operation of the association.
Section 5. Accounts and Investments. The funds of the association shall be kept in an account at a federally insured financial institution. Investments in non-insured financial instruments may be made and shall require a two-thirds majority vote of the board of directors.
Section 6. Expenditure Limitations. No expenditure over $500.00 (five hundred U.S. dollars) may be made without approval of the board of directors.
Section 7. Expenses. The association may pay all expenses incurred by its officers, directors or committee members in the execution of their duties if such expenses are approved by the board of directors. Compensation shall be in accordance with Article V, Section 8.
Section 8. Compensation. Members of the board of directors shall not receive any manner of compensation or salary for their services but, by approval of the board of directors, may receive certain authorized expenses for travel, food, and lodging to attend specified meetings pertaining to the affairs of the association.

ARTICLE VI
Board of Directors

Section 1. Composition. The board of directors shall be comprised of the officers of the association who shall be the president, vice-president, secretary, and treasurer, as well as three (3) directors.
Section 2. Term of Office. Officers and directors shall assume their duties at the close of the meeting at which they are elected. Officers shall serve for a term of one year or until their successors are elected and assume their duties. Directors shall serve for a term of two years or until their successors are elected and assume their duties.
Section 3. Elections.

1. The officers and directors shall be elected at the annual meeting with the election of each officer held separately in the order of president, vice-president, secretary and treasurer, followed by election of the directors so that unelected nominees for one office may be nominated for the next.
2. Nominations may be made from the floor, provided the nominee is a professional member and consent has been obtained from the nominee.
3. Elections shall be by ballot except when there is only one nominee for an office election may be by voice vote.
4. The election shall be held at a time specified in the notice of the annual meeting emailed to all professional members and posted on the association’s website at the time of the official call to the annual meeting. The specified time of the election, as noticed, shall not be changed.

Section 4. Vacancy in Office. A vacancy in any officer’s office, except president, shall be filled by the board of directors from the officers or directors. A vacancy in a director’s office shall remain vacant until the next annual meeting, except that a special meeting may be called, at which time an election shall be held to fill the unexpired term of the director’s vacant office.
Section 5. Officer’s Duties. Officers shall perform the duties provided in this section and such other duties as are prescribed for the office in these bylaws.
A. The president shall:

1. 1. preside at all meetings of the association and the board of directors;
   2. appoint a professional member of the association to each committee who shall serve as committee chair if ratified by a vote of the board of directors.
   3. be the spokesperson for the association; and
   4. fulfill such other duties as may be assigned by the association or the board of directors.

B. The vice-president shall:

1. perform the presiding duties of the president in the absence of or at the request of the president;
2. fill the unexpired term in the office of president if a vacancy occurs; and
3. fulfill such other duties as may be assigned by the association, the board of directors or the president.

C. The secretary shall:

1. record the minutes of all meetings of the association and the board of directors;
2. be custodian of all documents, including association bylaws;
3. conduct correspondence as directed by the association, the board of directors, or the president;
4. notify the American Association of Acupuncture and Oriental Medicine of officer changes as needed;
5. send a call of the meeting to each association member by email and post notice of each meeting on the association’s website; and
6. fulfill such other duties as may be assigned by the association, the board of directors, or the president.

D. The treasurer shall:

1. be custodian of all funds, disbursing them as directed by the association;
2. present a financial statement at each association meeting and as requested by the board of directors;
3. prepare the financial records for annual audit by an accountant selected by the board of directors; and
4. fulfill such other duties as may be assigned by the association, the board of directors, or the president.

Section 6. Board of Director’s Duties. The board of directors shall be subject to the orders of the association and none of its acts shall conflict with action taken by the association or these bylaws. The board of directors shall:

1. vote on the ratification of the chair of each committee appointed by the president;
2. vote on the ratification of the members of each committee appointed by the chairman of the committee;
3. have general supervision of the affairs of the association between annual or special meetings;
4. fix the date, hour, and place of annual and special meetings;
5. make recommendations to the association;
6. declare an office vacant when the officer or director misses three consecutive meetings or when the license of the officer or director is suspended or revoked;
7. adopt motions, as needed, to carry on the business of the board of directors, provided such motions are not in conflict with these bylaws or any motions approved by the association at annual or special meetings; and
8. perform such other duties as are specified in these bylaws or ordered by the association.

Section 7. Meetings.

1. Meetings may be called by the president and shall be called upon the emailed request of a majority of members of the board of directors. The date, time and purpose of the meeting shall be stated in the call and at least ten (10) days notice shall be given with the following exceptions. During the time that the New Mexico Legislature is in session or for urgent issues a meeting may be called with twelve (12) hours notice.
2. Notices of meetings shall be emailed to all officers and directors and posted on the association’s website at the time of the call for the meeting.
3. Meetings may be conducted at a physical location specified in the call for the meeting at any place within the boundaries of New Mexico designated by the president when the president calls for the meeting or designated by the majority of the board of directors when the board of directors calls for the meeting. Members of the board of directors may participate in such meetings by conference telephone if details about how to participate are specified in the call for the meeting. Meetings may also be conducted entirely by conference telephone call if details about how to participate are specified in the call for the meeting. Meetings may also be conducted entirely by email or other electronic means if details of the procedure for making motions, debating motions, voting on motions and the time limits for such a meeting are specified in the call for the meeting.
4. A majority of the members of the board of directors shall constitute a quorum.
5. There shall be no proxies or absentee voting.
6. Meetings of the board of directors shall be open to all members of the association but only the board of directors may vote at meetings of the board of directors.
7. All meetings whether at a physical location, by telephone conference call or by email shall have minutes recorded and approved. Approval of minutes shall occur at the next meeting. A printed copy of the minutes shall be retained by the secretary.

Section 8. Removal From Office. A member of the board of directors may be removed from office for breach of responsibility to the association by a two thirds vote of the board of directors or a two thirds vote of the professional members present at the annual meeting or a special meeting. The accused member of the board of directors shall not vote in such a proceeding.

ARTICLE VII
Annual and Special Meetings

Section 1. Annual Meeting. The annual meeting of the association shall be held in September at a time and place determined by the board of directors. The annual meeting shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise.
Section 2. Special Meetings. Special meetings may be called by the president or a majority of the board of directors and shall be called upon the written request of a majority of professional members of the association. The purpose of the meeting shall be stated in the call to the meeting.
Section 3. Notices. Notices of annual meetings shall be emailed to all members and posted on the association’s website at least ninety (90) days before the meeting. Notices of special meetings shall be emailed to all members and posted on the association’s website at least forty-five (45) days before the meeting
Section 4. Location of Annual and Special Meetings. Annual and special meetings shall be held at any place within the boundaries of New Mexico designated by the board of directors.
Section 5. Quorum. At the annual meeting or at special meetings, the professional members of the association in attendance shall constitute a quorum. Physical attendance shall be required for participation in the meetings.
Section 6. Proxies. There shall be no proxies or absentee voting.

ARTICLE VIII
Committees

Section 1. Standing Committees. The standing committees shall be the Bylaws Committee, Expanded Practice Committee, Finance Committee, Insurance Committee, Legislative Committee, Membership Committee, Newsletter Committee, Professional Education Committee, Public Relations Committee, and Website Committee.
Section 2. Composition. Each committee shall be composed of a chair and committee members. The committee chair shall be a professional member of the association appointed by the president who shall serve as committee chair if ratified by a vote of the board of directors. The members of each committee shall be professional members of the association appointed by the committee chair who shall serve as members of the committee if ratified by a vote of the board of directors.
Section 3. Ex-officio Membership. The president shall be an ex-officio member of all committees.
Section 4. Duties.

1. The Bylaws Committee shall review the bylaws annually for revision or amendment, review all recommendations from the membership for changes and present proposed amendments at the annual meeting or a special meeting.
2. The Expanded Practice Committee shall consider all aspects of oriental medicine practice and make relevant recommendations to the board of directors and the general membership.
3. The Finance Committee shall be responsible for all fund-raising efforts, develop corporate sponsors and oversee and advise the board of directors on long and short term investments.
4. The Insurance Committee shall interface with insurance companies, HMOs and Workers Compensation to improve coverage for acupuncture and oriental medicine and to clarify the procedures for proper filing of insurance claims, monitor insurance legislation at the national and state levels, monitor malpractice insurance requirements and availability and explore group health care plans for association members.
5. The Legislative Committee shall monitor the legal status of acupuncture and oriental medicine in the United States, promote the interests of the association and of the profession, as a whole, in the state of New Mexico and in the event that a lobbyist is retained, the committee chair shall act as liaison between the lobbyist and the board of directors. The committee chair shall register under the provisions of the New Mexico Lobbyist Regulation Act and the fee shall be paid by the association. As necessary and as determined by the board of directors, other directors may register under the provisions of the New Mexico Lobbyist Regulation Act and the fee shall be paid by the association.
6. The Membership Committee shall keep a current list of all licensed doctors of oriental medicine in the state of New Mexico and shall inform them of the purpose of the association and invite them to join the association. The committee will work with the secretary and treasurer to keep an alphabetical list of professional members with addresses, email addresses, website addresses, phone numbers and dues status. It may assist the secretary to notify all professional members of membership renewal at least thirty (30) days prior to the membership renewal date.
7. The Newsletter Committee shall be responsible for publishing a newsletter on the association’s website and by email.
8. The Professional Education Committee shall have responsibility in all matters pertaining to professional education including but not limited to overseeing and promoting continuing education in the profession as deemed appropriate by the board of directors.
9. The Public Relations Committee shall establish a speaker’s bureau, prepare and distribute press releases, brochures, and other information relating to the association, keep a record of all such activities and act as the association’s liaison with the public in coordination with and under the direction of the president.
10. The Website Committee shall maintain the website that shall include notice of all meetings of the board of directors, committee meetings, general meetings and special meetings, as well as posting of all approved minutes of all board meetings committee meetings, annual meetings and special meetings within 10 days of approval of the minutes.

Section 5. Other Committees. Other committees shall be created as the association shall deem necessary, from time to time, to carry on the work of the association. Other committees shall be composed of a chair who shall be a professional member of the association appointed by the president who shall serve as committee chair if ratified by a vote of the board of directors and committee members who shall be professional members of the association appointed by the committee chair who shall serve as committee members if ratified by a vote of the board of directors.
Section 6. Meetings.

1. Meetings may be called by the committee chair or the president and shall be called upon the emailed request of a majority of members of the board of directors. The date, time and purpose of the meeting shall be stated in the call and at least five (5) days notice shall be given with the following exceptions. During the time that the New Mexico Legislature is in session or for urgent issues a meeting may be called with twelve (12) hours notice.
2. Notices of meetings shall be emailed to all committee members including the president and posted on the association’s website at the time of the call for the meeting.
3. Meetings may be conducted at a physical location specified in the call for the meeting at any place within the boundaries of New Mexico designated by the committee chair when the committee chair calls for the meeting or the president when the president calls for the meeting or designated by the majority of the board of directors when the board of directors calls for the meeting. Members of the committee may participate in such meetings by conference telephone if details about how to participate are specified in the call for the meeting. Meetings may also be conducted entirely by conference telephone call if details about how to participate are specified in the call for the meeting. Meetings may also be conducted entirely by email or other electronic means if details of the procedure for making motions, debating motions, voting on motions and the time limits for such a meeting are specified in the call for the meeting.
4. A majority of the members of the committee shall constitute a quorum.
5. There shall be no proxies or absentee voting.
6. Committee meetings shall be open to all members of the association but only members of the committee may vote at meetings of the committee.

ARTICLE IX
Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings of this association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.

ARTICLE X
Indemnification

The association shall maintain insurance that shall indemnify each officer and director of the association, and their heirs, legal representatives and assigns, against expenses, costs and attorney’s fees actually and reasonably incurred in connection with the defense of any action, suit or proceeding, civil or criminal, in which the officer or director is made a party by reason of being or having been an officer or director.

ARTICLE XI
Amendment

These bylaws may be amended at any annual meeting or special meeting of the association by at least a two-thirds majority vote of those professional members present, provided that the amendment proposal has been emailed to all professional members and posted on the association’s website with the call to the meeting.

ARTICLE XII

Dissolution

In the event of the dissolution of the association, the assets shall be liquidated and distributed to a charitable organization determined by a majority vote of the board of directors, in accordance with government regulations. No funds shall inure to the benefit of individual members.