公司章程
BYLAWS of International Airway Management Society (IAMS)
EIN: 81-1309929
ARTICLE I – NAME, PURPOSE
Section 1: The name of the organization shall be International Airway Management
Society (IAMS). The purpose of IAMS shall be promotion of education, training and
research on airway management and improvement of patient safety internationally
Section 2: The IAMS is organized exclusively for scientific and educational purposes.
Section 3: The official language of IAMS shall be English.
ARTICLE II – MEMBERS
Membership shall consist of individuals from a variety of individuals who are interested
in promotion of purpose or aims of IAMS.
ARTICLE III - ANNUAL MEETING and WORKSHOP
Section 1: Annual Meeting. The date, time and place of the regular annual meeting shall
be set by the IAMS annual meeting committee following protocol of annual meeting and
approved by Board of Directors. Typically, the number of annual meeting is limited to
one per year.
Section 2: Workshop. The date and place of the workshop shall be set by the IAMS
workshop committee following protocol of workshop and approved by Board of
Directors. IAMS sponsored workshop is typically limited to one per year.
Section 3: Special Meetings. Special meetings may be called by the President.
Section 4: Notice. Notice of each meeting shall be given to each board member, by mail,
not less than 6 months before the meeting.
ARTICLE IV - BOARD OF DIRECTORS
Section 1: Board Role, Size, Compensation. The Board is responsible for overall policy
and direction of the Organization, and delegates responsibility for day-to-day operations
to the Officers. The Board shall have up to 9 and not fewer than 3 members. The board
may receive a reasonable compensation, which will be determined by the Board of
Trustees.
Section 2: Meetings. The Board shall meet at least annually, at an agreed upon time and
place. If necessary, telephone meeting can be set up to meet the requirement.
Section 3: Board Elections. Election of new directors or election of current directors to a
second term will occur at the annual meeting of the corporation. Directors will be elected
by a majority vote of the current directors.
Section 4: Terms. All Board members shall serve 3 year terms, but are eligible for re-
election. To maintain board stability, board directors on the United States and New Jersey
government registration who are responsible for IAMS legally shall remain in board
unless he or she wishes to resign or be voted out by majority of board directors under
suggestion of president. A written notice will be sent to the US or New Jersey
government for changes of board directors from the original registration.
Section 5: Quorum. A quorum must be attained at least 51% percent of the Board
members before business can be transacted or motions made or passed.
Section 6: Notice. An official Board meeting requires that each Board member have
written notice two weeks in advance.
Section 7. Officers and Duties. There shall be at least three officers of the Board
consisting of a President, Treasurer, and Secretary. There can be co-presidents. Their
duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange
for other members to preside at each meeting. The Co-president shall provide advice and
support to president and board of directors.
The Secretary shall be responsible for keeping records of Board actions, including
overseeing the taking of minutes at all board meetings, sending out meeting
announcements, distributing copies of minutes and the agenda to each Board member,
and assuring that corporate records are maintained. The secretary also will keep the
organization website running.
The Treasurer shall make a report at each Board meeting or annual meeting. Treasurer
shall chair the finance committee, assist in the preparation of the budget, and help
develop fundraising plans, and make financial information available to Board members
and the public and prepare annual tax return of the IAMS each year.
All of the said responsibilities and duties shall be observed using English as the official
language.
Section 8: Vacancies. When a vacancy on the Board exists, nominations for new
members may be received from present Board members by the Secretary two weeks in
advance of a Board meeting. These nominations shall be sent out to Board members with
the regular Board meeting announcement, to be voted upon at the next Board meeting.
These vacancies will be filled only to the end of the particular Board member's term.
Section 9: Resignation, Termination and Absences. Resignation from the Board must be
in writing and received by the Secretary. A Board member shall be dropped for excess
absences from the Board if s/he has three consecutive unexcused absences from Board
meetings. A Board member may be removed for other reasons by a three-fourths vote of
the remaining directors.
Section 10: Special Meetings. Special meetings of the Board shall be called upon the
request of the President with consultation to co-president or one-third of the Board.
Notices of special meetings shall be sent out by the Secretary to each Board member
postmarked two weeks in advance.
ARTICLE V - COMMITTEES
Section 1: The Board may create various committees as needed.
Section 2: Various committees will be established and approved by the Board. Each
committee shall consist of a Chairman primarily led by a Board member and committee
members as many as needed but in odd number. Except for the power to amend the
Articles of Incorporation and Bylaws, the Executive Committee shall have the powers
and authority of the Board of Directors in the intervals between meetings of the Board of
Directors, subject to the direction and control of the Board of Directors.
ARTICLE VI – AMENDMENTS
These Bylaws may be amended when necessary by a two-thirds majority of the Board of
Directors. Proposed amendments must be submitted to the Secretary to be sent out with
regular Board announcements.
ARTICLE VII – ADOPTION
These bylaws were approved and adopted at a meeting of the Board of Directors on
_____________(Date).
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