APPNA Constitution and Bylaws

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Table of the Contents Page

Preamble 2

Bylaws 3

ARTICLE I: NAME AND INCORPORATION 3

ARTICLE II: MEMBERS OF THE ASSOCIATION 5

ARTICLE II: GENERAL BODY 9

ARTICLE III: BOARD OF DIRECTORS 10

ARTICLE IV: OFFICERS 14

ARTICLE V: ELECTIONS 17

ARTICLE VI: COUNCIL 18

ARTICLE VII: COMPONENT SOCIETIES 19

ARTICLE VIII: AUXILIARY AND AFFILIATE ORGANIATIONS 20

ARTICLE IX: FINANCES 22

ARTICLE X: COUNCIL APPOINTED COMMITTEES 25

ARTICLE XI: BOD APPOINTED COMMITTEES 34

ARTICLE XII: VACANCIES 37

ARTICLE XIII: REFERENDUM 38

ARTICLE XIV: INDEMNIFICATION OF DIRECTORS AND OFFICERS 39

ARTICLE XV: APPNA CONFLICT RESOLUTION POLICY 40

ARTICLE XVI: AMENDMENTS 42

ARTICLE XVII: RECALL OF AN APPNA OFFICER 43

ARTICLE XVIII: DISSOLUTION 44

APPENDIX A: BOD Appointed Committees 46

APPENDIX B: Conflict of Interest Policy 56

APPENDIX C: APPNA ANTI HARRASSMENT POLICY 59

APPENDIX D: TRANSITION DOCUMENT 60

In the name of Allah – the most Beneficent, the Most Merciful

PREAMBLE

We the physicians of Pakistan, out of our conviction for our profession and

motherland, do hereby proclaim the establishment of the Association of

Physicians of Pakistani Physicians so that collectively we all can: uphold ethical

and moral values, engage in social and professional activities, support educational

and intellectual pursuits, upgrade medical care, and thus glorify our Association.

To this effect, we hereby set forth and enact the following laws governing the

Association, which shall be binding on each and all of us in totality, until and

unless properly amended by the provisions herein. So, help us, God. Amen*.

*This is the original preamble from the authors of APPNA Constitution and Bylaws

enacted on June 12, 1982. It is posted here to honor the work of our founding

fathers. While we are totally upgrading the Bylaws to meet the needs of the

present-day and future aspirations of our membership, our guiding principle

remains the same as written in this preamble.

Constitution and Bylaws Committee 2020-2021.

BYLAWS

ARTICLE I: NAME AND INCORPORATION

SECTION 1. NAME

The name of this organization shall be the Association of Physicians of Pakistani

descent of North America (APPNA). Hereafter, it will be referred to as “The

Association.”

SECTION 2. NATURE

The Association shall be an independent, not-for-profit, professional, and

educational organization incorporated in the United States of America and shall

have no substantial political affiliations or activities.

SECTION 3. LOCATION

The principal offices of the Association shall be determined by the Board of

Directors (BOD).

SECTION 4. SEAL

The seal of the Association shall be a common seal. The power to change or

renew the seal shall rest jointly with the BOD and Council.

SECTION 5. VISION

To become the premier organization of physicians of Pakistani Descent in North

America that best promotes and serves healthcare, educational, social, and

charitable activities in North America, Pakistan, and worldwide.

SECTION 6. MISSION

APPNA is a professional, non-political, equal opportunity organization, which

promotes excellence in healthcare, research, education, social justice, and

humanitarian activities. It facilitates the transfer of healthcare expertise and

resources to deserving communities. It also provides advocacy, caters to cultural

and social needs, is a vehicle for charitable projects, and seeks to nurture young

physicians.

SECTION 7. AIMS AND OBJECTIVES

APPNA aspires:

To bring together physicians of Pakistani heritage under one banner.

a. To provide advocacy for humanitarian causes, and, in doing so, support the

collective and mutual interests of physicians and patients.

b. To facilitates the transfer of healthcare expertise and resources to

deserving communities.

c. To be a vehicle for charitable projects to enhance health, end disease and

overcome hardship.

d. To assist and nurture students of the human sciences and physicians to

obtain scientific training in the United States.

e. To cater to cultural and social needs of the membership.

f. To inspire, engage and challenge the Pakistani Diaspora to become more

productive citizens, ethical leaders and positive contributors to our

communities, our country, and the globe.

SECTION 8. CORE VALUES

Integrity: We engage in social and professional activities while upholding ethical

and moral values. Transparency in organizational conduct and financial

management is our top priority.

Compassion: We are compassionate about the society we serve without regard to

race, color, religion, sex, or national origin. We take pride in philanthropy to help

the less fortunate and seek social justice for the marginalized. We serve disaster

struck and socially disadvantaged individuals and families.

Accountability: We are accountable for our actions, decisions, policies, and

conduct. Accountability promotes discipline that strengthens the Association to

achieve our goals.

Respect: We value the passion, strength, and generosity of every member of our

Association. Mutual respect is a virtue that radiates enthusiasm and promotes the

unity of purpose.

Excellence: We strive for excellence in healthcare, education, and intellectual

pursuits. We aspire to be a high-performance organization.

ARTICLE II: MEMBERS OF THE ASSOCIATION

SECTION 1: General

a. The term “physician” means a person who graduated from a recognized

medical, dental, podiatry, or osteopathic school.

b. There shall be no discrimination on the basis of religion, gender, race,

sexual orientation, or ethnic origin.

c. Any eligible individual can apply for APPNA membership.

d. Membership shall be confirmed by the BOD/designee at the

recommendation of the Membership Committee of the Association.

e. The Board of Directors of the Association shall set up policies and

procedures for application and approval of the membership in all

categories.

f. The membership year for all categories shall be from January 1 to

December 31.

SECTION 2: MEMBERSHIP CATEGORIES

The membership of the Association shall be of following categories: Active,

Associate, Physicians-in-training, Students, Emeritus, Honorary, Affiliate, and

Alliance members.

I. Active Members

a. Active membership in APPNA shall be open to anyone who has graduated

from a recognized medical, podiatry, or dental school in Pakistan or anyone

of Pakistani Descent who has graduated from a recognized medical, dental,

podiatry, or osteopathic school anywhere in the world. The physicians who

identify themselves as Pakistani Descent will be eligible for active

membership in the Association.

b. Unless otherwise specified in these Bylaws, to be eligible for active

membership in the Association or in any of its component societies, a

physician must hold an unrevoked license to practice medicine anywhere in

North America.

c. Non-licensed physicians who have completed their medical school training

(MD, DO, DDS, DPM, or MBBS) and are currently involved in

University/Hospital-based Medical Research, Academia, or Health

Administration in North America shall be eligible to become Active

Members with written proof of their involvement.

d. Similarly, graduates from recognized medical institutions in Pakistan who

have completed their Master’s or Doctoral program and are involved in a

medical-related field in North America or North American international

health organizations shall be eligible for Active membership in the

Association with written proof of their involvement.

e. Active members shall be (a) Annual dues-paying members residing in North

America or (b) Lifetime members (regardless of their place of residence).

f. Any Active member of the Association, on payment of fifteen (15) years of

current annual dues paid in total or in installments or making full payment

within one year may apply for Lifetime membership in the Association.

g. Lifetime members will be exempt from paying registration fees at

Association meetings held in North America.

h. The BOD of the Association may exempt or reduce annual dues of any

member when in their opinion, payment of such dues is a hardship upon a

member.

i. Any Active annual dues-paying member who has an uninterrupted

membership for 15 years or more will be eligible for Lifetime member

status without additional dues.

II. Associate Members:

a. Persons engaged in professions or careers in the human sciences or

healthcare-related services not eligible for Active membership may become

Associate members. Some examples of Associate Member, although not all

inclusive, are physician assistants (PA), nurses (RN, LNP, LNA), Dieticians,

Optometrist, Pharmacist, and Medical Technicians who have not previously

graduated from a medical school.

b. Annual dues of the Associate members shall be determined by the Board of

Directors of the Association.

c. Associate members may be appointed to Committees/Taskforces

commensurate with their professional expertise.

d. They shall be eligible for benefits and services which are offered by APPNA

to its membership.

e. Associate members shall not hold voting privileges in the Association.

III. Physicians-in-Training and Student Members:

a. Graduates from Pakistan medical and dental institutions who are applying

for or are in an approved training program in North America shall be

eligible for membership of APPNA.

b. Pakistani descent graduates from a medical, osteopathic, dental, or

podiatry school in North America or anywhere in the world who are in an

approved training program in North America shall be eligible for

membership of APPNA.

c. Any student of Pakistani Descent enrolled in a medical, dental, podiatry, or

osteopathic college in North America may be admitted to the Association as

a Student member of the Association.

d. Physicians in Training and the Medical Student members shall be exempt

from paying annual dues. They shall not vote or hold office in the

Association.

e. APPNA may hold elections among this category for representative and

leadership roles. They shall have the right of their own assembly and hold

elections for their office bearers, hold their own events and functions with

the approval of the BOD.

IV. Emeritus Members:

a. Retired physicians who previously held annual APPNA membership or are

new to APPNA may apply for emeritus membership to the BOD.

b. Emeritus members shall be dues exempt, shall have no vote, and shall hold

no office. They may, however, be appointed as members of committees or

task forces, etc.

V. Honorary Members:

a. The Association may elect as an honorary member any persons who have

achieved distinguished services or attainments in medicine or in the allied

sciences, or who have rendered other services of unusual value to the

Association or humanity.

b. Honorary members shall be dues exempt, shall have no vote, and shall hold

no elected office in the Association. They may, however, be appointed as

members of committees or task forces, etc.

VI. Affiliate Membership:

a. Physicians who are not of Pakistani Descent and reside in North America

may apply for affiliate membership.

b. The annual dues are determined by the BOD. Affiliate members shall have

no vote and shall hold no office. They may, however, be appointed as

members of committees or task forces.

VII. Alliance Family Members:

a. Spouses of APPNA Members and their adult children shall be eligible for the

Alliance family member category. Annual dues shall be determined by the

Board of Directors of the Association.

b. Widow/Widower/divorcee of an APPNA Member may continue to be an

Alliance Family member for life.

c. Alliance Family members shall have no right to vote or hold office in

APPNA. They shall have the right of their own assembly and hold elections

for their office bearers, hold their own events and functions with the

approval of BOD.

d. Alliance Family shall adopt bylaws and governing articles as approved by

the Board of Directors of the Association under the guidance of

the APPNA CABL committee.

SECTION 3: Voting Rights:

a. The Lifetime members and the Annual full dues-paying members are

eligible to vote.

b. Each Active member shall be entitled to one vote.

c. The members in the categories other than Lifetime members and Active

annual members are not eligible to vote or hold office in the

Association.

d. The manner of voting on any matter, including changes in the articles or

bylaws, may be by voice vote, a show of hands, or by a ballot, as

determined by the presiding officer of the meeting.

SECTION 4: Suspension of Membership:

a. Membership in the Association in all categories shall be suspended for a

criminal conviction by a court of law or disciplinary action by the

Licensing Authority, resulting in revocation of medical licensure.

b. Suspended membership may be reinstated upon dismissal of charges

and/or disciplinary action, at the request of the applicant and on the

recommendation of the membership committee with final approval by

the Board of Directors of the Association.

c. The Board of Directors may retroactively suspend a membership in any

category if the member has provided false or evasive information to

APPNA to obtain membership.

SECTION 5: DUES AND ASSESSMENTS:

Annual Dues:

a. Shall be determined by majority vote of BOD and approved by majority

of the Council.

b. The term of annual dues shall be the calendar year.

c. Any member whose dues are not received by the central office by the

last day of the APPNA annual summer meeting shall be considered in

arrears and shall not be eligible to vote in the elections that year.

Assessments:

The BOD may, from time to time, make recommendations for special

assessments and send them to the Council for final approval.

SECTION 6: GENERAL BODY (GB):

a. The General Body shall consist of Active Members of the Association,

according to the provisions provided herein. The GB shall be the

supreme authority of the Association, wielding absolute power on the

conduct of the affairs of the Association. It may delegate this authority

to various components of APPNA for the smoother running of its affairs

of the Association.

b. All actions that are taken by the Board of Directors (BOD), Council, or a

Committee of the Association may be approved, rejected, or amended

by this body.

SCETION 7: GENERAL BODY MEETINGS:

There shall be an Annual Summer General Body meeting. Additional

General Body meetings may be called by 10% of the General Body

members, or the President of the Association, or the majority of the Board

of Directors. A written notice of the annual meeting, with agenda items,

shall be provided to the members thirty (30) days prior to the meeting in

electronic or print form. For a special meeting of the GB, a notice of fifteen

(15) days will be deemed necessary. The purpose of the meeting shall be

stated in the notice.

SECTION 8: QUORUM:

The quorum for any General Body Meeting shall be 10% of the total dues

paying Annual and Lifetime membership which existed at the end of

preceding year.

ARTICLE III: BOARD OF DIRECTORS

SECTION 1: STRUCTURE:

The Board of Directors shall consist of six (6) Directors At Large, the

President, the President-Elect, and the Immediate Past President for a total

of nine (9) BOD members.

SECTION 2. POWER & DUTIES:

a. The BOD shall manage the business and affairs of the Association.

b. The BOD shall approve all component societies.

c. The President shall chair all BOD meetings.

d. Each BOD member shall be sworn in after signing the Code of Conduct

assuming the office.

e. The BOD shall develop a Code of Conduct for its own governance.

f. BOD shall also develop Standard Operative Procedures (SOPs) for the

smooth running of the Association. The BOD shall have Standard

Operating Procedures (SOPs) for the employees and the Committees of

the Association.

g. The BOD shall ensure effective and adequate resources to run the

Association and to enhance its public image.

h. The BOD shall hire, appoint, and manage any number of employees,

including but not limited to an Executive Director, Accountant, Legal

Counsel, and Advisors.

i. The BOD shall approve all standing, special, and ad hoc committees,

except as outlined in these bylaws.

j. The members of the BOD can be a member or Chair of any of the

standing or ad hoc committees.

k. The BOD shall control the fixed assets and properties of the Association.

SECTION 3: BOD MEETINGS:

a. The BOD shall meet at least once a month.

b. Additional meetings may be called whenever deemed necessary by the

President or by the majority of BOD. Any such meeting shall require a

notice of 48 hours and includes the agenda of the meeting.

c. The meetings shall be chaired by the President; in the absence of

President, the President-Elect shall chair the meeting.

d. The Secretary shall keep the minutes of all the meetings. BOD may

assign minutes-taking to an employee of the Association by a majority

vote.

e. The BOD may meet in-person, virtually, or via a telephonic conference

call that ensures effective communication between all the board

members.

f. Any BOD meeting may be open to membership by majority approval of

BOD.

g. BOD can go in the executive session by a 2/3 vote.

h. The minutes of the BOD meetings shall be available to the membership

on the website within ten (10) days of the meeting.

SECTION 4: QUORUM.

a. A simple majority of the Directors shall constitute a quorum.

b. In the absence of the President, the quorum shall be seven (7) members,

including the President-elect.

SECTION 5: VOTE.

a. Each Director shall have one vote.

b. No proxy vote is allowed.

SECTION 6: Unanimous Consent:

a. Any decision made without a meeting shall require unanimous written

consent.

b. The President may use unanimous consent to act without the formality

of a motion during a meeting. The President may also choose

unanimous consent without a meeting if all the Directors have approved

the procedures of a unanimous consent in a prior meeting and a

resolution is on file.

SECTION 7: ELECTIONS of BOD:

I. Eligibility Criteria for BOD:

All the contestants for the BOD position shall meet the following

qualifications:

a. They reside in North America.

b. The contestants shall be an active member of the Association in good

standing for at least the past five (5) years.

c. The contestants shall have served the Association as President of an

APPNA Component Society; or have served as the Chair of an APPNA

standing Committee for at least one year.

d. All contestants are required to sign the election code of conduct a

disclaimer as part of the vetting process.

e. The contestants have not been subject to any form of sanction,

suspension, or disciplinary censure by a State Medical Board, DEA,

Medicare, Medicaid, or regulatory agencies.

f. The contestants have not been involved in any illegal or fraudulent

activities.

g. The contestants have not taken part in any lawsuits against APPNA or its

officers without going through the internal due process as determined

by the Nomination and Election Committee (NEC).

II. Nominations and Voting: Directors At Large:

a. The active members of the Association shall elect Directors At Large for

a staggered term of two years. No Director shall serve more than two (2)

consecutive terms.

b. Each year, the Nominating and Election Committee shall seek

nominations for three (3) Directors At Large for Election to the Board of

Directors from among the active members of the Association at least

three (3) months prior to the Annual Summer Meeting of the

Association.

c. The Nominating and Election Committee shall nominate a slate of all

eligible candidates who have received a minimum of 15 nominations by

the Active Members of the Association. Only one (1) candidate shall be

elected from one Alumni. In the event of more than one candidate from

the same Alumni contesting the Election, the person obtaining the

highest votes will be declared elected as long as that candidate is among

the top three vote-getter amongst all the candidates in each election

cycle.

d. The membership shall vote for three (3) candidates on the slate of

nominees. The three BOD At Large candidates securing the highest votes

from the entire membership shall be declared the winners.

III. Resignation of a Director:

a. A Director may resign at any time by written notice delivered to the

President or Secretary of the Association.

b. A resignation is effective when the notice is delivered unless the

notice specifies a future date.

c. The resignation of a director for any cause may be accepted by a

majority vote of the Board of Directors.

d. The pending vacancy may be filled before the effective date, but the

successor shall not take office until the effective date.

ARTICLE IV: OFFICERS

SECTION 1: ENUMIRATION

The officers of the Association shall be the President, the President-elect, the

immediate past President, Secretary and Treasurer, and Directors at Large.

SECTION 2: PRESIDENT

a. The President shall be the Chief Executive Officer of the Association.

b. The President acts as the spokesperson of the Association and

represents the Association in all forums.

c. The President shall have a one-year term of office that starts on January

d. The President shall hold the office of Immediate-Past President at the

conclusion of his/her term as President.

e. The President shall preside at all meetings of the Association, including

but not limited to General Body, BOD, and Council, with the right to vote

therein.

f. The President shall deliver the Presidential Address at the meetings of

the Association.

g. The President shall appoint necessary standing and special committees,

Ad-hoc committees, and Task Force chairs in a manner explained in

these Bylaws. The BOD with a 2/3rd majority may reject President’s

choice and request him/her to choose a different chairperson.

h. The President shall fill all vacancies of BOD-appointed committees.

i. The President may discontinue any special or Ad-hoc committees when

its purpose has been served, or its purpose is no longer desirable or

attainable with Approval of BOD.

SECTION 3: PRESIDENT-ELECT:

a. The President-elect shall be elected by the general membership for a

one-year term and assumes the responsibility of President the following

year.

b. The President-elect shall be responsible for the verification of APPNA

Component Societies.

c. The President-elect shall perform any other duties assigned to him or

her by the President of the Board of Directors.

d. The President-elect shall act as President of the Association in the

absence or disability of the President.

e. The President-elect shall be a non-voting member of the Council.

SECTION 3A: Eligibility Criteria for President-Elect:

a. The Active members of APPNA shall elect President-Elect of the

Association each year for a term of one year.

b. Any Active member of the Association can contest for President-Elect

who has served the Association either (a) as a member of BOD for at

least one year or (b) as President of an APPNA Component Society and

has also served as Chair of an APPNA Standing Committee. The past

officers of the Association are eligible for the position of President-Elect.

c. The contestants have not taken part in any lawsuits against APPNA or its

officers without going through the internal due process as determined

by NEC.

d. Eligibility criteria for BOD as outlined in clauses under Article III, Section

7, I. a, b, d, e, and f of these Bylaws shall also apply to contestants for

President Elect.

SECTION 4: IMMEDIATE PAST PRESIDENT:

a. The Immediate Past President shall serve as an officer the BOD for one

year.

b. The Immediate Past President shall perform such duties and have such

other powers as shall be assigned to him or her by the President of the

Board of Directors.

SECTION 5: SECRETARY:

The BOD shall elect one of the Directors, during their second year on the

Board, as Secretary for a one-year term. The Election shall be held by a secret

ballot.

a. The Secretary shall be the recording officer of the BOD, Council, and the

General Body meetings.

b. The Secretary shall keep membership records and issue membership

certificates.

c. The Secretary shall work with the President to prepare the agenda of

the meetings.

d. The Secretary shall supervise arrangements for the holding of each

meeting of the Association under the instructions of BOD and in

compliance with the Bylaws.

e. The Secretary shall send all official notices of meetings and committee

assignments.

f. The Secretary shall be the custodian of the Association Seal and record

of the Association.

g. The President or BOD may assign any duties to the Secretary as deemed

necessary from time to time.

SECTION 6: TREASURER:

The BOD shall elect one of the Directors as Treasurer for a one-year term. The

Election shall be held by a secret ballot.

a. The Treasurer shall obtain the knowledge and skills necessary to

perform the duties as assigned to the role of Treasurer.

b. The Treasurer shall serve as Chair of the Finance Committee.

c. The Treasurer shall prepare an annual budget at the beginning of the

fiscal year in consultation with the President and with Approval of BOD.

The Treasurer shall also prepare an end-of-year report of total receipts

and expenditures and may delegate specified duties to other persons for

the effective conduct of the affairs of the Association.

d. The Treasurer shall be the manager of all recurring funds of the

Association.

e. The Treasurer shall collect all annual membership dues, assessments,

donations, and such monies as may be due to the Association.

f. The Treasurer shall be responsible for APPNAs financial management,

keeping an accurate, timely account of all revenues and expenditure,

including collecting fees/donations at APPNA events and processing

payments to vendors.

g. The Treasurer shall deposit all funds received in an approved depository

and disburse them upon order of the BOD.

h. The Treasurer shall be accountable, through the BOD, to the

Association.

ARTICLE V – ELECTIONS

SECTION 1: Nominations

NEC shall seek nominations from among the qualified members of the

Association as described elsewhere in these Bylaws.

SECTION 2: Voter Eligibility and list of Voters:

All Lifetime members are eligible to vote in the annual elections. All

Annual members who have dues paid prior to or on the last day of the

summer meeting are eligible to vote. All annual Physicians in training

members are eligible to vote after they complete their training and have

paid their membership dues. The final voters’ list of active members

verified by the Membership Committee and approved by the BOD shall

be provided to the Nominating and Election Committee at least three (3)

weeks before balloting.

SECTION 3: Election Process:

a. The election period shall begin on the first day of the Summer

Meeting.

b. The Nomination and Election Committee (NEC) shall not provide any

voting membership list to the candidates. Candidates shall not be

allowed to make calls, send faxes, emails, or texts to membership.

c. The NEC shall establish ground rules and best practices to initiate

communications between the candidates and the voting members.

d. Ballots shall be sent electronically four (4) weeks after the end of the

Summer Meeting. The voting period shall be a minimum of two (2)

weeks.

e. The members of the Association shall cast their votes by a ballot

conducted by an authentic election agency approved by the BOD.

f. NEC shall announce the results of the Election to the membership in

a manner of its choosing, including electronic or social media.

ARTICLE VI – COUNCIL

SECTION 1: Composition of APPNA Council:

a. The APPNA Council shall be composed of the President of the Association and

representatives of recognized Component Societies.

b. To be eligible to vote at an APPNA Council meeting, the Council members shall

be active members of the Association and the Component Society they

represent. The Component Societies they are representing must have at least

forty (40) active APPNA members in the Association.

c. Any Component Societies with Active Members less than forty (40) at the

initiation of these Bylaws shall be granted voting privileges for a grace period

of six (6) years.

d. Newly certified Component Societies with membership under forty (40) shall

be granted voting privileges on the Council for grace period of six (6) years.

e. Under special circumstances, BOD with 2/3rd majority may waive the

Component Society voting requirement of 40 members for a specified period.

SECTION 2: Officers of the Council:

a. The President of the Association shall be the President of the APPNA Council.

b. The President-elect shall be a non-voting member of the Council.

c. The Secretary elected by the BOD shall act as the Secretary of the APPNA

Council. The Secretary shall be a non-voting member of the Council, shall keep

a record of all proceedings of the Council, prepare minutes, and perform all

duties incident to the office of Secretary and such other duties that may be

assigned to him or her by the Council.

SECTION 3: Powers and Duties of Council:

The following Committees shall be appointed by and report to the

Council:

a. Ethics and Grievance Committee (E&GC).

b. Nominations and Election Committee (NEC).

c. Financial Compliance Committee (FCC).

SECTION 4: Council Meetings:

a. All members of the Council shall be mandated to familiarize themselves

with the workings of the Association, rules, and regulations of not-forprofit organizations, and the Bylaws of APPNA.

b. All Council members shall be required to sign a code of conduct.

c. The APPNA Council shall meet at least three (3) times a year. A notice of

fifteen (15) business days with agenda items shall be provided to each

member of the Council in writing for all regular meetings.

d. A special meeting may be called by the President or by a written petition

of 1/3rd of the Council members and shall require a minimum notice of

seven (7) days. At special meetings, the only agenda item(s) discussed

shall be the one(s) for which the meeting was called.

e. All items, including any resolutions or motions on which the Council

shall act at a regular or special meeting, shall be specifically set forth in

an agenda circulated at least 96 hours before the beginning of the

meeting at which action is to be taken. The APPNA Council shall not pass

any resolution in a regular or special meeting, until the proposed

resolutions have been sent in writing to all Council members at least 48

hours prior to a meeting.

SECTION 5: The Quorum of Council Meetings:

a. A quorum of the Council shall consist of at least 50% of the Council

members eligible to vote provided that such a quorum does include the

President of the Association. If the President is unable to attend, then

the quorum shall be two-thirds of the Council members eligible to vote.

SECTION 6: Vote of Council Members:

Each eligible council member shall be entitled to one vote. No proxies

are allowed.

ARTICLE VII: COMPONENT SOCIETIES

SECTION 1: GENERAL RULES:

a. APPNA recognized Alumni Associations and Chapters shall constitute

Component Societies of the Association.

b. Twenty-Five (25) or more active members in good standing of the

Association may form a Component Society as outlined in these Bylaws. For

its initial recognition, each Component Society shall be approved by the

Council. Annual certification is determined by the BOD at the

recommendation of the President-Elect, who performs the vetting process.

c. The Component Societies shall operate under its Bylaws after a review by

the APPNA CABL Committee and subsequent Approval of the Component

Society Bylaws by the BOD.

d. All Component societies shall hold elections for officers from among its

members following their Bylaws.

e. President and President-Elect of a component society shall be Active

Members of the Association in good standing.

f. Each Component Society shall be represented by its President, or in his/her

absence, by the President-Elect in APPNA Council. No proxies are allowed.

g. An individual shall not represent more than one Component Society at one

time in the Council.

h. An individual shall not represent a Component Society in the Council for

more than two consecutive years. However, after a gap of one year, he/she

may represent the Component Society for another two consecutive years.

i. In order to vote in a council meeting, the component society shall have at

least forty (40) active APPNA members, subject to the exceptions specified

in Article VI, Section 1e.

j. Each Component Society shall submit an annual report to the APPNA BOD

no later than December 31 of each year. This report shall include a list of all

the members of the Component Society, names and addresses of its

elected officers, its activities including minutes of general body meetings,

and a year-end Financial Report including income /expenses. The APPNA

BOD may provide a grace period of eight weeks for submission of the

financial part of the annual report. The Component Society with its own

501c3 status shall not be required to submit the financial part of the annual

report. In addition, the Component Societies with greater than fifty (50)

APPNA Lifetime members shall not be required to submit membership

names.

k. All Component Societies are required to follow the BOD-approved standard

operating procedures (SOPs) for their affiliation with APPNA. A Component

Society may not be allowed to vote in a Council meeting if it fails to comply

with its SOPs.

l. APPNA shall not be held liable for any acts of the component societies.

m. APPNA BOD may withdraw recognition of any component society if such

component society has materially breached any of the provisions of the

Bylaws of this Association or has failed to function within the expressed

spirit and purpose of this Association to such an extent that withdrawal of

recognition is in the best interest of this Association. The Component

society shall have the right to appeal the BOD decision to the Council within

thirty (30) days. The action taken by Council shall be final.

SECTION 2: Alumni Associations:

a. Only one alumni association shall be recognized from any one recognized

medical institution in Pakistan.

b. North American graduates may join to form an Alumni association from one

or more medical and osteopathic institutions.

c. Graduates of recognized dental institutions from Pakistan and North

America may join to form an Alumni.

d. International medical graduates (from recognized medical institutions other

than Pakistan and North America) and graduates of recognized Podiatry

institutions with an unrestricted license to practice in the USA or Canada

may also join hands to form an Alumni Association.

SECTION 3: Regional Chapters:

a. There shall be one chapter from one given state/province except when the

state/province has more than one hundred (100) active members of

APPNA; then each additional 25 active members from another geographic

area shall be allowed to have an additional chapter following Approval by

the Council. Any additional chapter shall represent its contiguous counties.

b. Only one regional chapter shall be recognized from one geographic

(contiguous counties) area.

c. Only one chapter shall be recognized from one given metropolitan area.

d. Regional chapters may represent contiguous counties across state lines,

and these chapters shall not be counted as representing those entire

states.

e. For purposes of chapter certification, a member cannot be counted in more

than one chapter at any given time.

ARTICLE VIII: AUXILIARY AND AFFILIATE ORGANIATIONS

SECTION 1: Auxiliary Organizations:

a. Any organization, which wishes to be considered an auxiliary

organization, shall apply to the Secretary of APPNA.

b. They shall function under the APPNA Bylaws.

c. They shall use the APPNA tax ID number and are required to

report their activities and finances to APPNA BOD on a quarterly

basis. They are also required to submit an annual financial report

to BOD by the latest March 31 of the following year. They may

adopt rules and regulations for their governance consistent with

APPNA Bylaws, subject to Approval by the APPNA BOD.

SECTION 2: Affiliate Organizations:

a. These organizations will have their independent charter and legal

status.

b. They may hold their functions in collaboration with APPNA.

c. They shall be required to have the APPNA President or his/her

designee from the BOD as a voting member of their decisionmaking board.

d. Their affiliation shall be by application, which shall be time-limited

and renewable.

e. They shall submit their annual financial and audit reports and shall

answer all queries related to these matters.

f. The affiliation fees shall be charged as assessed by the Council on

a yearly basis.

ARTICLE IX: FINANCES

SECTIOIN 1: General Funds of the Association:

a. The Association’s activities shall be financed by annual dues,

special assessments, voluntary contributions, grants, and gifts.

b. No part of the net earnings of the Association shall inure to the

benefit or be distributed to its members, officers, or private

persons, except that the Association shall be authorized and

empowered to pay reasonable compensation for services

rendered.

Section 1A: Deposits and Withdrawals:

a. The funds of the Association shall be deposited as received to the

credit of the Association in such banks, trust companies, or other

depositories as may be designated from time to time by the Board

of Directors.

b. The BOD, by resolution, shall authorize the Association to open

and maintain such checking or other forms of accounts as deemed

appropriate by the BOD.

c. All checks and drafts drawn on the Association accounts shall be

signed: (a) by the Treasurer or duly authorized designee approved

by BOD, and countersigned by the President, or duly authorized

designee approved by BOD. Any decision made by BOD by a

supermajority of seven (7) votes will not be overturned by the

President or Treasurer.

SECTION 1B: Annual Report:

The Treasurer shall oversee the accounts of the Association in

such form as shall be deemed advisable and shall submit an

annual financial report to the members at the Annual Meeting, as

well as such other reports as may be required by the Board of

Directors.

SECTION 1C: Budget and Operating Finances:

a. An annual budget shall be prepared by the Treasurer of the

Association, with input from the Finance and Investment

Committee as appropriate, prior to submission to the Board of

Directors and then submitted to the APPNA Council for

authorization and Approval.

b. The President, with the approval of the Board of Directors, shall

make all purchases and contractual expenditures for the

Association, in accord with the budget as approved.

SECTION 2: FUNDS AND INVESTMENTS

SECTION 2A: Investments:

a. The funds of the Association shall be invested in accordance with

the Investment Policy statement adopted by the Board of

Directors and based on the recommendations of the Finance and

Investment Committee.

b. There may be additional investment policy statements which shall

be reviewed and approved by the Finance and Investment

Committee.

c. The BOD shall draft an Investment Policy Statement and delegate

to the Treasurer all such duties and responsibilities as it deems

necessary to successfully oversee its implementation of the

investment policy of the Association, including but not limited to

the hiring and firing of external investment managers,

consultants, and advisors, as well as the day-to-day management

of the investments.

d. The Treasurer shall report on a regular basis orally and/or in

writing to the Board as to the actions taken and their results

within the various investment pools or funds and make

recommendations on those strategic issues as described in the

Investment Policy Statement.

SECTION 2B: Safekeeping of Securities:

All securities owned by the Association or held under its control shall

be deposited with banks, trust companies, or other depositories as

authorized by the Board of Directors. Securities shall be registered in

the name of the Association.

SECTION 2C: Securities or Commodities Received as Gifts:

a. The Association may accept grants, gifts, and awards in the form

of property, securities, and commodities.

b. For gifts greater than $250,000, the President, with approval of

BOD, may make special accommodations for investment and

management by the donor.

SECTION 2d: Withdrawal from Investment Funds:

The Association may withdraw funds from Lifetime Investment dues

funds pursuant to authorization by resolution of the Board of

Directors. Such withdraws shall not exceed 50% of the annual

increase in investment values of the previous year and shall be

approved by the Council.

ARTICLE X: COUNCIL APPOINTED COMMITTEES

SECTION 1: Financial Compliance Committee (FCC)

SECTION 1A: Composition:

a. The Financial Compliance Committee shall consist of six (6) members to

be appointed by the Council on a staggered basis for a three-year term.

Two new members shall be appointed by the Council each year to

replace the retiring members.

b. Chair and Secretary of FCC shall be elected annually by the members of

the FCC among the members serving their third-year term in the

Committee at its first meeting of the year. If the members in their thirdyear term are not available, members in their second-year term shall be

elected.

SECTION 1B: Qualifications of members:

a. Lifetime or Annual membership of APPNA for at least five (5) years.

b. All members of the Committee shall be current members of the

Association in good standing. They shall also be members in good

standing for the previous five (5) consecutive years.

c. Must have served as a member of the Council, or of APPNA Executive

Committee, Board of Directors, Board of Trustees, or APPNA Finance

Committee in the past.

d. There shall not be more than two (2) members from the same Alumni at

the same time on this Committee.

SECTION 1C: Manner of Appointment:

a. APPNA Council shall select a nomination subcommittee of three (3)

members at its Summer Meeting. The subcommittee shall request

nominations from the general membership. Any APPNA member may

submit a maximum of two nominations.

b. The subcommittee shall vet all prospective candidates and present a

slate with a brief biodata of each candidate at the Fall Meeting of the

Council.

c. Each council member shall submit up to two (2) choices in writing to the

APPNA Director of Operations within fifteen (15) days after the Fall

Meeting. The APPNA Director of Operations shall send the tabulated

results to the BOD.

d. The top two (2) nominees receiving the highest votes shall be elected as

FCC members. The President of APPNA shall announce the results to the

membership.

e. The tenure of the Committee shall begin on January 1, of the following

year.

SECTION 1D: Duties and responsibilities:

a. Financial Compliance Committee shall perform all such duties and

responsibilities as it deems necessary to implement oversight of all

APPNA finances to ensure compliance with APPNA bylaws and

budgetary requirements.

b. Financial Compliance Committee shall receive financial reports of all

APPNA accounts and transactions at least every quarter.

c. The Financial Compliance Committee shall conduct and supervise an

annual audit of APPNA’s accounts to be made by a certified public

accountant.

d. Financial Compliance Committee shall approve a non-budgeted

item/project over $20,000 at the request of the Board of Directors.

e. The members of the Financial Compliance Committee may inspect all

books, records, and documents of every kind related to the financial

records of APPNA. This inspection may be made in person and the right

of inspection includes the right to copy and make extracts of documents.

f. Financial Compliance Committee may ask for recovery of any funds if

spent inappropriately by any member of the BOD or Committee Chairs

or Co-chairs.

SECTION 1E: Meetings:

a. All tasks and affairs of the Financial Compliance Committee shall be

conducted through a duly convened meeting.

b. A meeting may be called by the Chair or by a majority of the members.

A written notice of 72 hours shall be required for all regular meetings.

The Chair may call a meeting with 24-hour notice for an urgent matter.

The matter of urgency shall be approved by a majority of members

present at the said meeting prior to any further proceedings.

c. The presence of a majority of committee members shall constitute a

quorum for the transaction of business at any meeting provided that

such a quorum does include the Chair of the FCC.

d. All decisions shall be made by an affirmative vote of at least four (4)

members. For matters involving the recovery of funds or any punitive

actions against a member for fiduciary misconduct shall require a

minimum affirmative vote of five (5) members.

SECTION 1F: REPORTING TO BOD:

The Financial Compliance Committee shall present its reports, findings, and

recommendations to the APPNA Board of Directors for action. The BOD

shall implement all the actionable items. However, the BOD may reject all

or parts of recommendations of the FCC by a vote of seven (7) members of

the Board of Directors on each matter. The matter shall then be presented

to the Council for a vote. An affirmative vote by at least 50% of total

Council members eligible to vote shall make it mandatory for the BOD to

act.

SECTION 2: ETHICS & GRIEVANCE COMMITTEE (EGC)

SECTION 2A: GENERAL:

a. Ethics and Grievance Committee shall hear any written complaint

brought by any member(s) of APPNA who believes that he/she has been

wronged by the actions of others.

b. Ethics and Grievance Committee may provide advisory opinions to

APPNA members and officers on questions concerning ethical standards

and practices, and to otherwise help educate the membership about

their ethical obligations and provide professional guidance around

ethical conduct.

SECTION 2B: Composition:

a. Ethics and Grievance Committee (EGC) shall compose of nine (9)

members, including its Chair.

b. Three (3) members shall be elected each year by the APPNA Council for

a three-year term on a staggered basis.

c. The Chair shall be elected annually by the members of the EGC among

the members serving their third-year term in the Committee in the first

30 days of the year.

d. The Chair shall be responsible for keeping the Council, and the BOD

informed of their committee’s activities by way of reports, as needed.

SECTION 2C: Qualifications of members:

a. The Committee members shall be members of the Association in good

standing for the previous five (5) consecutive years.

b. There shall not be more than two (2) members from the same Alumni

simultaneously on the Committee.

c. The EGC appointee should have served the Association in the following

capacity; as an officer (EC) of a Component Society, or a former member

of the APPNA BOT, BOD, or EGC. The member should have completed

the above-mentioned positions two (2) years prior to the appointment

as an EGC member.

d. A member of the EGC shall not be eligible to contest for any elected

position in APPNA for three (3) years after their tenure as a member of

EGC.

e. No member of the EGC shall serve two consecutive 3-year terms.

f. The Board of Directors may object to any appointee by seven (7) out of

nine (9) votes and request the APPNA Council for an alternative

appointee.

SECTION 2D: Manner of Appointment:

a. APPNA Council shall select a nomination subcommittee of three (3)

members for appointment to the EGC at its Summer Meeting. The

subcommittee shall request nominations from the general membership.

Any APPNA member may submit a maximum of two (2) nominations.

b. The subcommittee shall vet all prospective candidates and present a

slate with a brief biodata of each candidate at the Fall Meeting of the

Council.

c. Each council member shall submit up to three (3) choices in writing to

the APPNA Director of Operations within fifteen (15) days after the Fall

Meeting. The APPNA Director of Operations shall send the tabulated

results to the BOD.

d. The top three (3) nominees receiving the highest votes shall be elected

as EGC members. The President of APPNA shall announce the results to

the membership.

e. The tenure of the Committee shall begin on January 1, of the following

year.

SECTION 2E: Meetings:

a. All tasks and affairs of the Ethics and Grievance Committee shall be

conducted through a duly convened meeting.

b. A meeting may be called by the Chair or the majority of its members. A

written notice of 72 hours shall be required for all regular meetings. The

Chair may call an urgent meeting within less than 72 hours for an urgent

matter. The matter of urgency shall be approved by most members

present at the said meeting prior to any further proceedings.

c. The presence of a majority of the members shall constitute a quorum of

any meeting if the Chair is present. All decisions shall be made by the

affirmative vote of at least five (5) members. For matters involving any

recommendation for punitive action(s) against a member for ethical

misconduct shall require a minimum affirmative vote of seven (7)

members.

SECTION 2F: Duties and responsibilities:

a. The Committee may receive and review and give a decision on all ethical

conduct and grievances brought forward by any member, Committee,

component society, affiliate or allied or auxiliary organization, Council,

and BOD.

b. The Committee shall develop guidelines, policies, and procedures

regarding the performance of its duties, which ensure each member’s

rights and the due process. The EGC policies shall include mandatory

training to be completed by the new appointees to the Committee

within thirty (30) days. The EGC shall present these SOPs to the BOD for

approval.

c. A written complaint(s) may be filed with the Committee within thirty

(30) days of the incident. In some instances, the EGC may appoint a

mediator to resolve the conflict as described elsewhere in these Bylaws.

If the mediation is not successful, the EGC shall issue a written decision

to the concerned parties within forty-five (45) days of the filing of the

complaint(s).

d. The EGC shall present its decision to the BOD for action. The decision

may include monetary fines not to exceed $2000 or temporary

suspension of membership. The BOD shall implement all the actionable

items. However, an appeal to the decision may be made to the Council

within fourteen (14) days. The Council shall act on the appeal within

fourteen (14) days. The Council may overturn the decision of the EGC by

2/3 majority of total council members eligible to vote, and no further

actions can be taken by the EGC or Council.

e. If necessary, the BOD by majority vote may appoint an arbitration panel

as described elsewhere in these Bylaws to resolve the conflict.

f. If above process is not successful, any party may seek external

mediation and, if needed, legal arbitration on the ruling of EGC or the

Council at their own expense. The decision of the arbitration panel shall

be final. No judicial or extrajudicial recourse is allowed by the

Association.

g. EGC may consider some items confidential. All matters that are strictly

confidential shall not be shared with others outside the EGC. Minutes of

these meetings, which are not confidential, may be released to the

BOD/membership pursuant to Illinois Law.

SECTION 3: NOMINATIONS AND ELECTION COMMITTEE (NEC)

SECTION 3A: Composition:

a. Nomination and Election Committee (NEC) shall compose of nine (9)

members, including its Chair.

b. Three (3) members shall be elected each year by the APPNA Council for

a three-year term on a staggered basis.

c. The Chair shall be elected each year by the members of the NEC from

among the members serving their third-year term.

d. The Chair shall be responsible for all correspondence with the Board of

Directors, the APPNA Council, and the general membership.

SECTION 3B: Qualification of members:

a. All members of the Committee shall be current members of the

Association in good standing. They shall also be members in good

standing for the previous five (5) consecutive years.

b. There shall not be more than one (1) member from the same Alumni at

the same time on the Committee.

c. BOD may object to any member with at least seven (7) votes. If there is

such an objection, Council will propose another name.

d. A member of the NEC shall not be eligible to contest for any elected

position in APPNA for three (3) years after their tenure as NEC member.

SECTION 3C: Manner of Appointment:

a. APPNA Council shall select a nomination subcommittee of three (3)

members for appointment to the NEC at its Summer Meeting. The

subcommittee shall request nominations from the general membership.

Any APPNA member may submit a maximum of two (2) nominations.

b. The subcommittee shall vet all prospective candidates and present a

slate with a brief biodata of each candidate at the Fall Meeting of the

Council.

c. Each council member shall submit up to three (3) choices in writing to

the APPNA Director of Operations within 15 days after the Fall Meeting.

The APPNA Director of Operations shall send the tabulated results to the

BOD.

d. The top three (3) nominees receiving the highest votes shall be elected

as NEC members. The President of APPNA shall announce the results to

the membership.

e. The tenure of the Committee shall begin on January 1, of the following

year.

SECTION 3D: Meetings:

a. All tasks and affairs of the Nomination and Election Committee shall be

conducted through a duly convened meeting.

b. A meeting may be called by the Chair or by a majority of the members. A

written notice of 72 hours shall be required for all regular meetings. The

Chair may call a meeting with 24 hours’ notice for an urgent matter. The

matter of urgency shall be approved by a majority of members present

at the said meeting prior to any further proceedings.

c. The presence of a majority of the members shall constitute a quorum of

any meeting if the Chair is present. All decisions shall be made by an

affirmative vote of five (5) members. For matters involving any punitive

actions against a candidate for violation of the code of Election, conduct

shall require a minimum affirmative vote of seven (7) members.

SECTION 3E: Duties and responsibilities:

a. The Committee shall formulate an election code of conduct within the

first six (6) weeks of the calendar year. Any change in the code of

conduct shall have to be approved by the BOD.

b. The Committee shall recommend an authentic election agency to

conduct the Election. Any change in election agency shall be approved

by the APPNA BOD.

c. For the position of Board of Directors, the Nomination and Election

Committee (NEC) shall seek nominations of the eligible members of the

Association, who have received a minimum of fifteen (15) nominations

by the Active members of the Association at least four (4) weeks before

the Summer Annual Meeting. After considering the nominations so

received, the NEC shall submit a slate of candidates for the Directors of

the Association to all members with a short resume of each candidate.

There shall be at least three (3) nominees for directors. No member of

the Nomination and Election Committee will be eligible for any post on

the ballot.

d. For a nomination of the President-Elect of Association, the Nomination

and Election Committee shall seek nominees among the eligible

members of the Association, who have received a minimum of fifteen

(15) nominations by the Active members of the Association. Upon

completion of term as a Director, a minimum period of one (1) calendar

year must elapse prior to Election for President-Elect.

e. The candidate nomination fee shall be determined by the Committee

every year.

f. All election-related communication by the candidates, postal and digital,

shall be approved and dissemination by the NEC.

g. NEC shall specify allowable methods of campaigning by the candidates

and establish a code of conduct. There shall be no social media

campaign.

h. NEC shall be authorized to implement the election code of conduct in

accordance with these Bylaws. The NEC shall approve and authorize the

rules and regulations for a fair election, and all candidates must sign a

pledge to abide by it. Failure to strictly follow these rules could result in

disqualification and/or fines by the NEC.

i. A candidate may file a grievance with the NEC, and the NEC shall

deliberate within a reasonable time as defined by the Code of Conduct.

The decision of the NEC may be appealed to the Ethics and Grievance

Committee.

ARTICLE XI – BOD APPOINTED COMMITTEES

SECTION 1: GENERAL:

a. Unless specified in these Bylaws, all standing committees shall be

approved by the BOD.

b. The APPNA BOD shall develop criteria for the selection of nominees to

all standing committees.

c. Each committee member shall be an active member of APPNA.

d. The tasks and scope of each standing Committee shall be under the

guidance of the BOD of APPNA.

e. All committees shall report their proceedings and any action items to

the BOD.

SECTION 2: Manner of Appointment:

a. Each committee member shall be appointed for a staggered term of two

(2) years but maybe reappointed again for a total of two terms. Four (4)

members shall be added annually to replace the retiring members.

b. There shall be a total of nine (9) members, including the Chair of each

Standing Committee unless specified differently in these Bylaws. By a

vote of the two-thirds majority, the Board of Directors (BOD) may add

additional members.

c. The President shall appoint members of the committees as specified in

Article X, Section 2a of these Bylaws with the approval of majority of

BOD.

d. The President shall appoint Chair and Co-Chair of all standing

committees.

e. The BOD, with a seven (7) member majority vote, may reject the choice

of a Chair or Co-Chair and request the President to choose a different

chair/Co-Chair. The second nominee shall be the final appointment.

f. The Chair of a committee shall not serve for more than two (2)

consecutive terms. However, they can serve for another two (2) years

after a gap of one year.

g. The President shall fill any vacancies with the Approval of a majority

vote of the BOD.

h. The President may appoint an advisor of the Committee as a non-voting

member.

SECTION 3: Meetings:

a. The task of each Committee shall be conducted through a duly

convened meeting.

b. All committee meetings shall be conducted according to Robert’s rules.

c. All meeting notifications shall be sent through the APPNA office.

d. Meetings of any committee may be called by the Chairperson of the

Committee or a majority of the committee members by notification to

all members as long as the Chair is present. If the Chair is absent, the Cochair shall chair the meeting.

e. A majority of committee members shall constitute a quorum for the

transaction of business at any meeting provided that such a quorum

does include the Chair or Co-chair of the Committee.

f. The acts of a majority of the members present at a meeting at which a

quorum is present shall be the acts of the standing Committee, unless a

greater number is required by these Bylaws.

g. Any action items brought to the BOD by the Committee shall be

approved by the majority vote of BOD at a duly convened meeting. An

electronic approval shall need unanimous consent.

SECTION 4: Term:

a. The term of office for all standing committee members shall be two (2)

years, staggered, beginning January 1.

b. The Committee shall remain in effect in the subsequent year until the

new Committee is formed.

SECTION 5: Resignation and Removal:

a. Any member of a committee may resign at any time by giving written

notice to the chairperson of the Committee.

b. Any member of a committee may be removed at any time by a

resolution adopted by a supermajority of seven (7) Board of Directors.

The President shall then fill the vacancy.

SECTION 6: Special Committees:

a. President with Approval of BOD may appoint an Ad-hoc Committee

and/or Taskforce.

b. The Committee may continue into next year with the Approval of next

year’s President.

c. The President, with Approval of BOD, may appoint a new APPNA

standing committee with provisional status for three years. After three

years, it may be changed to the permanent standing Committee with

Approval of the Council.

SECTION 7: STANDING COMMITTEES:

1. APPNA Committee on Advocacy, Legislative and Government Affairs.

2. APPNA Awards Committee

3. APPNA Medical Corps

4. APPNA Qatra Fund

5. Constitution and Bylaws Committee

6. Committee for Liaison with Professional Organizations

7. Committee on Young Physicians

8. Communications Committee

9. Finance and Investment Committee

10.Local Host Committees

11.Medical Education & Research, International Training & Transfer-ofTechnology (MERIT) Committee

12.Membership Committee.

13.Office Management and Oversight Committee

14.Publication Committee

15.Research, Education and Scientific Affairs Committee (RESA)

16.Scholarship Committee

17.Social Welfare & Disaster Relief Committee

18.Young Professionals Network

ARTICLE XII: VACANCIES

SECTION 1: BOD:

a. The BOD member position shall be declared vacant by the Council when

the BOD member resigns or leaves North America for a period longer

than three months without prearrangement with the BOD or becomes

unable to carry out the duties of the office for reasons of health or

otherwise.

b. Any vacancy of less than one year occurring in BOD shall be filled by a

two-thirds majority vote of the remaining Board of Directors and by

Approval of the majority of the APPNA Council members. A Director so

appointed to fill a vacancy shall be appointed for the remainder of the

year. If a vacancy is more than one year, Election and nomination

committee shall conduct a special election to fill the vacant seat.

SECTION 2: PRESIDENT:

Should the office of the President become vacant, the President-elect shall

succeed to the Presidency for the unexpired term in office.

a. Should the office of President thereafter again become vacant, if the

unexpired term is less than six (6) months, the Immediate Past President

shall succeed to the Presidency.

b. In case the unexpired term is longer than six (6) months, the Council, at

a regular or a special meeting, shall elect a new President from amongst

the senior members of the BOD to serve until the completion of the

unexpired term.

SECTION 3: PRESIDENT-ELECT:

a. Should the office of the President-elect fall vacant, the Council, within

30 days, shall designate one of the senior BOD members to fulfill

responsibilities of the President-elect till the new President-elect is

elected.

b. The Election and Nomination Committee shall conduct an election within

30 days for the position of President-elect for the current year. The

person elected shall assume the office of the President-elect for the

remainder of the calendar year.

SECTIONS 4: IMMEDIATE PAST PRESIDENT:

The vacant office of Past-President shall remain vacant until the end of that

term.

SECTIONS 5: SECRETARY/TREASURER:

Any vacancy of less than one year of Secretary or Treasurer shall be filled by

a two-thirds majority vote of the remaining Board of Directors. Secretary or

Treasurer so appointed to fill a vacancy shall be appointed for the

remainder of the year.

SECTIONS 6: COUNCIL:

If the position of member of Council becomes vacant for any reason, the

new officer shall be elected by the Component Societies themselves to fill

the vacancies, within 60 days of the vacancy.

ARTICLE XIII: REFERENDUM

SECTION 1: DECISION TO CALL A REFERANDUM:

Any of the following bodies may call for a general referendum by using all means

within 60 days upon any question pertinent to the purpose and objectives of the

Association:

a) President with Approval of BOD

b) Majority of Council members

c) Ten percent (10%) of Active Members may petition BOD to conduct a

referendum.

SECTION 2: VOTING OF REFERANDUM:

The matter in question in the referendum shall be approved with a simple

majority provided at least 50% of the total active membership as determined on

December 31 of the preceding year has responded prior to the set deadline within

the same year.

ARTICLE XIV: INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Association shall carry and maintain insurance from reputable carriers for

indemnification of all office bearers. The directors and officers, whether or not

currently in office, and by their heirs, executors, administrators and assigns, shall

be indemnified by the Association against all costs, expenses, judgments, fines

and awards (collectively “Costs”) reasonably incurred by or imposed upon them

or their estates in connection with or resulting from any action, suit or

proceedings, whether civil, criminal, administrative or investigative, or any

settlement thereof, to which they or their estates shall or may be made a party,

or with which they shall or may be threatened by reason, directly or indirectly, of

their being or having been a director, officer or committee chair/co-chair of the

Association, to the fullest extent permitted by applicable law or public policy of

the State of Illinois, if such persons acted in good faith and in a manner they

reasonably believed to be in, or not opposed to, the best interests of the

Association, and, with respect to any criminal action or proceeding, had no

reasonable cause to believe their conduct was unlawful. The Costs against which

any director, officer or committee chair/co-chair shall be so indemnified shall be

those actually paid or for which liability is actually incurred, irrespective of

whether such Costs are taxable, costs as defined or allowed by statute or rule of

court. Said rights of indemnification shall be in addition to any other rights with

respect to any such Costs to which such director or officer may otherwise be

entitled against the Association or any other persons. By accepting the position of

director or officer of the Association, the indemnification shall be considered and

treated as a contractual commitment between the individual officer or director,

and the Association.

ARTICLE XV: APPNA CONFLICT RESOLUTION POLICY

In the event, a dispute may arise between two or more persons operating under

the authority of these Bylaws, and except as provided in Article X of these Bylaws,

the parties to the dispute shall submit the circumstances and issues in dispute for

mediation and if needed for arbitration as follows:

Section 1: Internal Process

A. The EGC shall by mutual consent appoint a mediator to mediate the conflict.

B. The goal of the mediation process and the mediator is to bring about an

amicable, voluntary resolution of the dispute, and the parties shall make a

good faith effort to work with one another and the mediator to affect such a

resolution of their dispute.

C. The mediator shall have sole discretion to make the determination that the

parties have reached an impasse, and no voluntary resolution will be

forthcoming.

D. If the mediation is not successful, the EGC will render their decision which

could be appealed to the Council as mentioned elsewhere in these Bylaws.

E. If the Council decision is not acceptable to either party, they can request BOD

for internal arbitration.

F. BOD by majority vote shall appoint a 3-member arbitration panel to resolve

the conflict.

G. When the arbitration panel is assembled, the parties in conflict shall be

permitted to present evidence and arguments in support of their position, and

the panel shall deliberate as necessary to resolve the problems. In all matters,

the panel shall first seek to reconcile the conflicting parties. If reconciliation is

not possible, then the panel shall arbitrate a solution.

H. If above process is not successful, any party may seek external mediation and,

if needed, legal arbitration

Section 2: External Process

All costs of mediation and arbitration shall be paid by the parties to the dispute as

described in section 2a and 2b. APPNA shall not be responsible for any costs

associated with external mediation or arbitration.

Section 2a – Mediation

A. Each party to the dispute shall, by mutual consent, select a qualified

mediator from Chicago Bar Association, Attorney Mediation Panel to mediate

such controversy or claim; If the parties fail to reach a consensus within ten

business days as to the neutral mediator, then the BOD shall ask the Director of

Chicago Bar Panel to appoint the most qualified mediator in the subject area.

B. The goal of the mediation process and the mediator is to bring about an

amicable, voluntary resolution of the dispute, and the parties shall make a good

faith effort to work with one another and the mediator to affect such a resolution

of their dispute.

C. The mediator may hold joint and separate conferences with the parties.

Such conferences shall be private, and all communications therein confidential

unless the parties otherwise agree.

D. Information disclosed by a party to a mediator in the performance of

mediation functions shall not be disclosed voluntarily outside of mediation,

except as required by law and otherwise agreed by the parties. All files, records,

reports, documents, or other papers prepared by a mediator shall be considered

confidential. The mediator shall not willingly produce any such confidential

records of or testify regarding any mediation conducted by him, on behalf of any

party to any cause pending in any type of proceeding.

E. Compensation for the mediator, if any, shall be paid equally by the parties

in dispute.

F. The mediator shall have sole discretion to make the determination that the

parties have reached an impasse, and no voluntary resolution will be forthcoming.

Section 2b – Arbitration

A. If the controversy or claim is not resolved as contemplated in Article I of

this policy, any disputes will be settled by binding arbitration conducted before

one arbitrator in accordance with the Commercial Rules of Arbitration with JAMS,

commonly known as Judicial Arbitration and Mediation Services.

B. When the arbitration panel is assembled, the parties in conflict shall be

permitted to present evidence and arguments in support of their position, and

the panel shall deliberate as necessary to resolve the problems. In all matters, the

panel shall first seek to reconcile the conflicting parties. If reconciliation is not

possible, then the panel shall arbitrate a solution, and such a solution shall be

binding upon all parties.

C. The arbitration award may be entered as a final judgment in any court of

competent jurisdiction and shall be enforceable by such Court. Notwithstanding

the applicability of other laws or any other provision of these Bylaws, the Federal

Arbitration Act will apply to the construction and interpretation of this arbitration

provision.

D. The arbitrator may award recovery of all costs and fees (including attorney

fees, administrative fees, arbitrator fees, and court costs) to the prevailing party.

E. By virtue of being a member of APPNA, each member waives any and all

rights to bring an action for judicial or injunctive relief with respect to any

provision of the Bylaws or the conduct of the activities by APPNA by its Board of

Directors, Council, or any of its committees. Upon demand by APPNA, any action

commenced in the Court of law shall be immediately dismissed by a member, and

failure to do so shall result in the member paying all fees and costs for such

actions to APPNA.

ARTICLE XVI: AMENDMENTS

SECTION 1: PROCEDURE

These Bylaws may be amended in accordance with the following procedure:

An amendment may be proposed by:

a. 5% of active members by submitting such a proposal to the CABL

Committee, or

b. A majority of the members of the Board of Directors, or

c. A majority of the members of the Council or

d. a majority of the CABL committee

e. The Constitution and Bylaws Committee shall submit its recommendations

to the Council at least fifteen (15) days before the Council meeting.

f. Approval of the amendments shall require an affirmative vote of at least

50% of total Council members eligible (as determined by Article VI, section

1) to vote, as long as quorum requirements to conduct the meeting are

met.

g. The amendments rejected by the Council shall be returned to the proposer

who may resubmit it with signatures of 5% new signatures of active

members of the Association in good standing, in addition to any previously

submitted signatures. In such a case, these amendments shall be circulated

to the general membership fifteen (15) days before the next meeting and

shall be presented to the General Body for a vote.

h. The amendment(s) approved by the Council shall be circulated to the

general membership at least fifteen (15) days before the next General Body

meeting.

i. After the General Body meeting, a ballot shall be sent using all means

within four (4) weeks to the general membership. The amendment shall be

approved with a simple majority provided at least 50% of the total active

membership has responded prior to the set deadline within the same year.

j. If 50% of the active membership does not respond within the same year, a

new ballot for the same amendments may be sent to the membership in

the subsequent year. However, for majority approval, it shall still require a

response by at least 50% of active membership for that year.

k. The amendment shall become effective immediately upon adoption.

ARTICLE XVII: RECALL OF AN APPNA OFFICER

SECTION 1: BASIS FOR RECALL

APPNA Officers, elected by the general membership, are endowed with the high

office of great authority and immense responsibility. They are expected to

conduct themselves at all times in a manner commensurate with their office. If

the conduct of an officer is deemed in contravention to the highest ideals of

APPNA, willfully and maliciously against its Constitution, Bylaws, policies, and

procedures, or significantly detrimental to the organization, the officer may be

recalled in the following manner.

SECTION 2: RECALL PROCESS

a. A petition for recall of any officer of APPNA shall only be initiated

by a three-fourth majority vote of total Council members eligible to

vote.

b. The petition with verifiable signatures of the petitioners in conjunction

with the facts of the infraction shall be submitted in writing to the

Secretary of APPNA.

c. The Secretary shall provide a copy of the petition to the concerned

officer within seven (7) days of receipt of the petition.

d. The officer shall submit a written response to the Secretary within

fourteen (14) days of the receipt of the petition.

e. The petition shall be submitted to the general membership within seven

(7) days, along with the response from the officer and the

recommendations of the Council.

f. The vote of the general membership shall have to be received in the

APPNA office within fifteen (15) days of the mailing/ posting of the

ballot (Electronic or mail). The last date of the receipt of the vote at the

APPNA office shall be clearly marked on the ballot.

g. The Secretary shall count the votes within seven (7) days of the last date

for the receipt of votes at the APPNA office. The resolution of recall shall

be considered operative, and the officer in question recalled on

receiving a majority vote of greater than 50% of the total

Active membership of the Association as determined on the day the

petition is received at the APPNA office.

h. The vacancy thus created shall be filled as described in the APPNA

Bylaws,

i. The President-Elect shall substitute for the President in any proceedings

against the President. The President-Elect shall also perform the duties

of the Secretary in these proceedings if the petition is directed against

the Secretary.

ARTICLE XVIII: DISSOLUTION

SECTION 1: PROCEDURE

No proposal for the dissolution of the Association shall be considered unless

recommended by a two-thirds majority of Board of Directors and a two-thirds

majority of the total Council members eligible to vote and only after four (4)

weeks notices in writing has been given to each member of the Association.

The Association shall not be dissolved if 5% or more of the voting member’s

dissent.

SECTION 2: ALLOCATION OF ASSETS UPON DISSOLUTION

Upon dissolution of the Association, the Board of Directors shall, after paying

or making provision for payment of all of the liabilities of the Association,

dispose of all of the assets of the Association exclusively for the purposes of

the Association in such manner or to such organization or organizations

organized and operated exclusively for charitable, educational, religious, or

scientific purposes as shall at the time qualify as an exempt organization or

organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or

the corresponding provision of any future United States Internal Revenue

Code), as the Board of Trustees shall determine. Any such assets not disposed

of shall be disposed of by the Court of Common Pleas of the county in which

the principal office of the Association is then located, exclusively for such

purposes or such organization or organizations, as said Court shall determine,

which are organized and operated exclusively for such purposes.

APPENDICES

 The Appendices are not part of Bylaws and any changes in the contents

does not need to follow the Bylaws Amendment process.

 The contents in the Appendices may be changed by the approval of BOD

and affirmative vote of at least 50% of Council members eligible to vote.

APPENDIX A

BOD Appointed Committees

APPNA COMMITTEE ON ADVOCACY, LEGISLATIVE AND GOVERNMENTAL

AFFAIRS

1. This Committee shall serve to provide APPNA and its membership guidelines

concerning the advocacy, legislative, and government affairs in the United States

on the issues that may impact the organizational mission and its membership.

2. This Committee will address issues concerning APPNA members, such as

a) Preservation of Civil rights and liberties.

b) Immigration-related issues, especially concerning new physicians coming to the

United States.

c) Advocacy for issues related to the practice of medicine

d) Collaborating with other organizations to promote common causes

e) Other relevant issues.

APPNA Awards Committee

Committee Appointment:

APPNA BOD appoints Awards Committee.

The APPNA President shall appoint one of the members to serve as committee

chairperson.

Committee Composition:

The Committee should comprise seven (7) members. All committee members

shall be APPNA members for at least ten years and include:

1. One past President of APPNA.

2. One past member of Board of Directors or Board of Trustees

3. One former recipient of Gold Medal and or Lifetime Achievement Award

4. One-lifetime member of APPNA at large

Committee Members Terms:

1. The committee members shall serve staggered terms.

2. Each member shall be appointed for a 2-year term.

3. No member shall serve more than one consecutive term.

Committee Members Code of Conduct:

1. Members shall sign an affidavit declaring their agreement with the code of

conduct and committee rules and regulations.

2. Members shall disclose all conflicts of interest to the BOD in reference to

potential award recipients.

3. Members shall maintain the confidentiality of all discussions regarding

individual candidates.

4. Any violation of the code of conduct shall be considered grounds for

termination of committee membership and disqualification for future

appointments to the Committee.

Rules and Regulations:

1. The Committee shall operate under the APPNA Bylaws and its standard

operating procedures.

2. The Committee may adopt rules and operating procedures for its own

functions in compliance with the above.

Awards Categories:

A. Individual Awards of Excellence

B. Group Awards for Organizational Excellence

A. Individual Awards of Excellence:

1. APPNA Gold Medal.

2. APPNA Lifetime Achievement Award.

3. APPNA Dost/Friend of APPNA

4. APPNA Award for Humanitarian Services.

5. APPNA Award for Literary Excellence

A. Individual Awards of Excellence

APPNA Gold Medal:

1. Purpose:

The APPNA Gold Medal is the highest Award given by the Association to any

member in recognition of his/her exceptional services rendered to APPNA.

2. Qualifications and Eligibility:

a. The nominee shall be an APPNA member for at least 10-yeas.

b. The medal will be awarded in recognition of services that advance the

mission of APPNA, enhance APPNA’s image, improve organizational

performance, and/or benefit APPNA membership.

c. Current officers of APPNA, members of the Board of Directors, and members

of the Awards Committee are not eligible for the medal.

APPNA Lifetime Achievement Award:

1. Purpose:

The APPNA Lifetime Achievement Award will be awarded to an APPNA member in

recognition of the member’s lifelong services to the profession, community, or

Association.

2. Qualifications and Eligibility:

a. The nominee shall be an APPNA member for at least ten years.

b. Award will be bestowed in recognition of a lifelong body of work by an

APPNA member demonstrating dedication, commitment, and outstanding

achievements in fostering the finest ideals of the profession, community

service, or other endeavors.

c. Current officers of APPNA, members of the Board of Directors, and members

of the Awards Committee are not eligible for the Award.

APPNA Dost/Friend of APPNA

1. Purpose

The APPNA Dost/Friend of APPNA Award is given to an individual, group of

individuals, or organization who contributed to or aided APPNA in fulfilling its

mission.

2. Qualifications and Eligibility

a. Award shall be given to a non-APPNA member or organization in North

America or Pakistan who has provided substantial assistance to APPNA in the

field of medical education, promotion of healthcare, advocacy, philanthropy,

and services to benefit APPNA membership.

b. Family members of current officers of APPNA, Board of Directors, contractors

of APPNA Committee shall not be eligible for this Award.

APPNA Award for Humanitarian Services:

1. Purpose:

The APPNA Award for Humanitarian Services will be awarded to an individual for

a lifelong commitment and outstanding achievements in community service

and/or humanitarian endeavors.

2. Qualifications and Eligibility:

a. The Award may be bestowed on any individual, irrespective of their

affiliation with APPNA.

APPNA Award for Literary Excellence:

APPNA Award for Literary Excellence will be awarded to recognize and

acknowledge the contributions of an APPNA member in the field of literature.

Composition:

It will be an independent sub-committee of the Awards Committee.

It will be announced at least three months before the APPNA Summer Meeting.

The Chair and the co-chair of the Committee will not be eligible for the Award in

their tenure. The Committee would be composed of:

 Chairman Publication Committee

 Chairman Mushaira Committee

 Chief Editor, APPNA Journal (English)

 Editor, APPNA Journal (Urdu)

 APPNA member who has rendered editorial services for APPNA Journal.

Qualifications and Eligibility:

j. Active dues-paying member.

k. Award will be given in recognition of excellent contributions of original

work in any of the languages spoken and understood by a sizable

number of APPNA membership.

B. Group Awards for Organizational Excellence

1. Chapter of the Year

2. Alumnus of the Year.

1. Purpose:

The purpose of these awards is to recognize outstanding performance by a

chapter or Alumni for their participation in and contributions to advancing the

mission of APPNA, improving the performance of the Association, and enhancing

its image.

2. Nomination and Selection Procedure:

 The Awards Committee will be responsible for coordinating the nomination

and selection process.

 The performance during the preceding calendar year will be used to evaluate

the nominees.

 APPNA Board of Directors will be asked to submit three nominations in each

category to be considered for Award by the Award Committee.

APPNA MEDICAL CORPS

1. The Committee shall arrange the deployment of healthcare professionals to

areas of need in peacetime and disaster.

2. The Committee shall develop a robust program to develop healthcare

expertise.

3. The Committee may collaborate with other philanthropic entities as a joint

venture to promote its mission.

4. The Committee may provide medical expertise to other partner

organizations.

APPNA QATRA FUND

1. The Committee shall aim to provide financial stability to APPNA by requesting

donors to contribute on a monthly basis.

2. The composition of the Committee would be as specified elsewhere in these

Bylaws. However, members of the Committee shall include the current

President-Elect and Treasurer of APPNA.

3. The Chair of the Committee shall also be the Director of APPNA Qatar Fund

and shall be appointed by the President to serve a term of 3 years.

4. The Director of The APPNA Qatar Fund shall keep tabs on the incoming

monthly donations and pursue those donors that have stopped contributing.

5. The APPNA Qatar Fund may be used for covering administrative expenses

and/or worthy projects of APPNA.

6. The maximum withdrawal from the APPNA Qatar Fund per calendar year shall

be no more than 20% of its balance on December 31 of the preceding year.

7. Disbursement of The APPNA Qatar Fund monies shall require a majority vote

of the Committee.

Communications Committee

1. The Committee shall assist the President and the BOD with all official

electronic communications, including but not limited to electronic newsletters,

maintaining social media pages, and APPNA website.

2. The Committee shall be responsible for disseminating information regarding

APPNA work to social media, news outlets, and other public or private

agencies as directed by the BOD.

C. COMMITTEE FOR LIAISON WITH PROFESSIONAL ORGANIZATIONS

1. The Committee shall coordinate APPNA’s relationships with all other

professional organizations and report the activities of these organizations to

President and BOD and make recommendations regarding APPNA’s involvement

with these organizations.

2. The Committee shall develop networks of APPNA members involved in other

professional organizations to coordinate their activities.

3. The Committee shall develop programs to help APPNA members in the various

professional organizations, acquire and refine leadership skills so that they may

be able to play a positive role in their respective professional organizations

COMMITTEE ON YOUNG PHYSICIANS

1. The Committee shall develop and maintain a database and information system

regarding all Physicians-in-Training in North America.

2. The Committee shall provide support for the physicians-in-training to develop a

Physicians-in-Training Section within the organization.

3. The Committee shall serve as a resource to Physicians-in-training in providing

them guidance and counseling, assist in professional development, other

pertinent needs.

4. The Committee, in collaboration with the Research, Education, and Scientific

Affairs Committee, shall provide guidance to the physicians in training.

5. The Committee, in collaboration with Membership Committee, shall develop a

package to welcome Physicians in training to APPNA.

6. The Committee, in collaboration with Advocacy Committee, will address visa

issues concerning new physicians coming to United States

7. The Committee shall organize a mentor’s group for career development.

CONSTITUTION AND BYLAWS COMMITTEE

1. The Committee may itself propose and shall review any proposal for

amendments and make its recommendations as outlined elsewhere in the Bylaws.

2. The Chairman or his/her designee shall serve as a resource person to the

organization for the parliamentary procedure(s).

3. The Committee shall organize educational programs for the Association

regarding parliamentary procedure and conduct of its meetings.

FINANCE AND INVESTMENT COMMITTEE

1. The Treasurer shall chair the Committee

2. The Committee shall develop policies and procedures regarding the financial

affairs of the Association and present those for Approval by the BOD.

3. The Committee shall oversee all the Association’s financial activities, including

office expenses and various committee expenses

4. The Committee shall oversee the long-term investments of the Association.

5. The Committee shall present a financial report to FCC every 60 days.

LOCAL HOST COMMITTEES.

1. Local Host committees, including the Chair, shall be appointed by the

President.

2. The Committee shall assist the BOD in the local arrangements for the APPNA

annual and regional meetings. This assistance will include hotel selection with

Approval of the President, budget development for all meeting expenses, and

fundraising.

3. The Chair shall be required to provide a budget of all expected income and

expenses of the meetings at least sixty days before a meeting. The budget shall

be approved by the BOD no later than 30 days prior to the meeting.

MEMBERSHIP COMMITTEE

1. The Membership Committee shall develop programs for enrollment and

retention of members.

2. The Committee shall develop and organize a membership benefits package to

make the organization’s membership attractive for potential members.

3. The Committee shall look into the needs of the Pakistani descent physicians in

general, and the membership in particular, and make appropriate

recommendations to the BOD.

4. The Committee shall assist BOD in maintaining the membership roster

5. The Committee shall verify membership eligibility of new applicants and

recommend membership approval to BOD

6. The Committee shall send a welcome package including free membership to

the Physicians-in-training of Pakistani Descent.

MEDICAL EDUCATION & RESEARCH INTERNATIONAL TRAINING & TRANSFER-OFTECHNOLOGY (MERIT) COMMITTEE

1. Develop distance learning programs in medical education, including

telemedicine and telehealth.

2. Develop and promote Continuing Medical Education (CME) programs in

Pakistan.

3. Develop and oversee Visiting Faculty Program and Post Graduate Teaching

assignments in Pakistan.

4. Promote the Palliative Care initiative, APPNA Sukoon, in Pakistan.

OFFICE MANAGEMENT AND OVERSIGHT COMMITTEE

1. The Committee shall develop policies and procedures for all the operations at

the central office.

2. The Committee shall oversee the management and day-to-day workings of the

office under the direction of BOD.

3. The Committee shall propose a budget for the office to the Finance Committee.

4. The Committee shall provide monthly reports to the BOD.

Publication Committee

a. The Committee shall be responsible for all the print communication, including

APPNA Journal, Newsletter, APPNA directory, and other publications that

Association decides to publish.

b. The Committee shall develop strategies to raise funds to cover the

Association’s publication expenses.

Research, Education, AND Scientific Affairs Committee (RESA)

1. This Committee shall oversee all research, educational, and scientific affairs

activities of the Association. It will include, but not be limited to:

2. Organization of the scientific sessions and educational programs at the time of

the annual and the regional fall and spring meetings.

3. It will serve as a resource organization to the various chapters for organizing

their scientific, educational programs.

4. It will be responsible for overseeing and developing the scientific sessions of

the Association’s meeting(s) in Pakistan.

5. The Committee will develop a network of Pakistani physicians involved in

academic activities.

6. The Committee will also develop policies and procedures to honor physicians of

Pakistani origin who have achieved academic excellence in medical sciences and

technology.

SCHOLARSHIP COMMITTEE

Mission: The Committee shall oversee the grant of scholarships to students from

Pakistan medical institutions who do not have the means to continue their

education.

Composition:

1. Each Alumni who has donated greater than $100,000 for the APPNA

Scholarship fund shall have representation in the APPNA scholarship

committee.

2. Alumni who have greater than $500,000 in the Scholarship Endowment fund

shall have up to 2 members, and over $100 million shall have up to 3 members

in the Committee.

Duties:

1. The Committee shall oversee investments of the Scholarship Endowment

funds.

2. The Committee may do fundraising for the Scholarship fund. The donations

shall be deposited into respective Scholarship fund subaccounts as directed by

the donor.

3. The Committee shall develop criteria for the selection of candidates and

distribution of funds by participating Alumni.

SOCIAL WELFARE AND DISASTER RELIEF COMMITTEE

1. The Committee shall raise funds and in-kind goods for charitable purposes.

2. The Committee will disburse the funds or in-kind goods to people in need.

3. The Committee may collaborate with other appropriate institutions or other

organizations with BOD approval.

4. It shall develop rules and regulations for its governance.

YOUNG PROFESSIONALS NETWORK (YPN)

1. YPN shall provide opportunities for singles for social networking.

2. YPN shall strive to maintain a friendly, casual, no-pressure environment where

successful singles can meet and connect with participants.

3. YPN shall hold a zero-tolerance policy towards inappropriate and unacceptable

behavior.

APPENDIX B

Conflict of Interest Policy

Article I. Purpose

The purpose of this Conflict-of-Interest policy is to protect the interests of the

Association of Physicians of Pakistani-Descent of North America (the

“Association”) when it is contemplating entering into any transaction or

arrangement that might benefit the private interest of an officer or Director of

the Association or might result in a possible excess benefit transaction. This policy

is intended to supplement but not replace any applicable state and federal laws

governing conflict of interest applicable to nonprofit and charitable organizations.

Article II. Definitions

Section 1. Interested Person: Any Director, Officer, member of the Council, or

member of a committee with Board-delegated powers, who has a direct or

indirect financial interest, as defined below, is an interested person.

Section 2. Financial Interest: A person has a financial interest if the person has,

directly or indirectly, through business, investment, or family:

A. An ownership or investment interest in any entity with which the Association

has a transaction or arrangement.

B. A compensation arrangement with the Association or with any entity or

individual with which the Association has a transaction or arrangement.

C. A potential ownership or investment interest in, or compensation arrangement

with, any entity or individual with which the Association is negotiating a

transaction or arrangement. Compensation includes direct and indirect

remuneration as well as gifts or favors that are not insubstantial. A financial

interest is not necessarily a conflict of interest. Under Article Ill, Section 2, a

person who has a financial interest may have a conflict of interest only if the

appropriate governing Board or Committee decides that a conflict of interest

exists.

Article Ill. Procedures

Section 1. Duty to Disclose- In connection with any actual or possible conflict of

interest, an interested person must disclose the existence of the financial interest

and be given the opportunity to disclose all material facts to the Directors and

members of the Council or the committees with Board delegated powers

considering the proposed transaction or arrangement.

Section 2. Determining whether a conflict of interest exists after disclosure of the

financial interest and all material facts, and after any discussion with the

interested person, he/she shall leave the Board, Council, or committee meeting

while the determination of a conflict of interest is discussed and voted upon. The

remaining Board, Council, or committee members shall decide if a conflict of

interest exists.

Section 3. Procedures of Addressing the Conflict of Interest:

A. An interested person may make a presentation at the Board, Council, or

committee meeting, but after the presentation, he or she shall leave the meeting

during the discussion of, and the vote on, the transaction or arrangement

involving the possible conflict of interest.

B. The President or the chairperson of the Committee shall, if appropriate,

appoint a disinterested person or Committee to investigate alternatives to the

proposed transaction or arrangement.

C. After exercising due diligence, the Board, Council, or Committee shall

determine whether the Association can obtain with reasonable efforts a more

advantageous transaction or arrangement from a person or entity that would not

give rise to a conflict of interest.

D. If a more advantageous transaction or arrangement is not reasonably possible

under the circumstances not producing a conflict of interest, the Board, Council,

or Committee shall determine by a majority vote of the disinterested Directors or

Council members whether the transaction or arrangement is in the Association’s

best interest, for its own benefit, and whether it is fair and reasonable. In

conformity with the above

determination, it shall make its decision as to whether to enter into the

transaction or arrangement.

Section 4. Violations of the Conflicts of Interest Policy:

A. If the Board, Council, or a committee has reasonable cause to believe a

member has failed to disclose actual or possible conflicts of interest, it shall

inform the member of the basis for such belief and afford the member an

opportunity to explain the alleged failure to disclose.

B. If, after hearing the member’s response and after making further investigation

as warranted by the circumstances, the Board, Council, or Committee determines

the member has failed to disclose an actual or possible conflict of interest, it shall

take appropriate disciplinary and corrective action.

Article IV. Records of Proceedings

The minutes of the meetings of the Board, the Council, and all committees with

Board delegated powers shall contain:

A. The names of the persons who disclosed or otherwise were found to have a

financial interest in connection with any actual or possible conflict of interest, the

nature of the financial interest, any action is taken to determine whether a

conflict of interest was present, and the Board’s, Council’s, or Committee’s

decision as to whether a conflict of interest in fact existed.

B. The names of the persons who were present for discussions and votes relating

to the transaction or arrangement, the content of the discussion, including any

alternatives to the proposed transaction or arrangement, and a record of any

votes taken in connection with the proceedings.

Article V. Compensation

A. A voting member of the Board who receives compensation, directly or

indirectly, from the Association for services is precluded from voting on matters

pertaining to that member’s compensation.

B. A voting member of the Council or any committee whose jurisdiction includes

compensation matters and who receives compensation, directly or indirectly,

from the Association for services is precluded from voting on matters pertaining

to that member’s compensation.

C. No voting member of the Board, the Council, or any committee whose

jurisdiction includes compensation matters and who receives compensation,

directly or indirectly, from the Association, either individually or collectively, is

prohibited from providing information to the Board, the Council, or to any

committee regarding compensation.

Article VI. Annual Statements

Each Director, Officer, member of the Council, and member of a committee with

Board-delegated powers shall annually sign a statement which affirms such

person:

A. Has received a copy of the conflicts of interest policy,

B. Has read and understands the policy,

C. Has agreed to comply with the policy, and

D. Understands the Association is charitable, and in order to maintain its federal

tax exemption, it must engage primarily in activities that accomplish one or more

of its tax-exempt purposes.

Article VII. Periodic Reviews

To ensure the Association operates in a manner consistent with charitable

purposes and does not engage in activities that could jeopardize its tax-exempt

status, periodic reviews shall be conducted. The periodic reviews shall, at a

minimum, include the following subjects:

A. Whether compensation arrangements and benefits are reasonable, based on

competent survey information and the result of arm’s length bargaining.

B. Whether partnerships, joint ventures, and arrangements with management

organizations conform to the Association’s written policies, are properly

recorded, charitable purposes, and do not result in inurement, impermissible

private benefit, or in an excess benefit transaction.

Article VIII. Use of Outside Experts

When conducting the periodic reviews provided for in Article VII, the Association

may, but need not, use outside experts to advise it. If outside experts are used,

their use shall not relieve the Board of its responsibility for ensuring that periodic

reviews are conducted.

APPENDIX C

APPNA ANTI HARRASSMENT POLICY

APPNA strives to create and maintain an environment in which people are treated

with dignity, decency, and respect. The environment of APPNA should be

characterized by mutual trust and the absence of intimidation, oppression, and

exploitation. APPNA will not tolerate unlawful discrimination or harassment of

any kind. Through enforcement of this policy of and by education of employees

and members APPNA will seek to prevent, correct, and discipline behavior that

violates this policy. This policy holds true for all social media platforms as well.

APPENDIX D

Transition document for the proposed Bylaws 2021

(After approval of bylaws by December 31st, 2021)

1. President-elect 2021 will serve as the President 2022. President 2021 will serve

as immediate Past President 2022.

2. Elections that have already been held in 2021 for the positions of President elect,

Secretary and Treasurer will remain valid.

3. The President-elect elected in 2021 will take over the office of President Elect in

2022.

4. The Secretary-elect and Treasurer-elect 2022 will serve in the Board of Directors

of 2022 for a one-year term. They will be eligible to run for President Elect

position in the future.

5. Once the bylaws are approved by the General membership. The NEC will hold

elections for four (4) positions of the Board of Directors as described below. All

elected directors will assume office on January 1st, 2022. Three (3) directors will

be elected for a two-year term and one (1) director will be elected for a one-year

term.

6. Within fifteen (15) days of approval of bylaws by the general membership, the

nomination and election committee will arrange for elections of four (4) directors

in a timely manner. Three (3) directors for a two-year term and one (1) director

for a one-year term.

7. Three (3) directors will serve a one-year term and retire on December 31st, 2022.

This will include the Secretary-elect and Treasurer-elect elected in the 2021

elections.

8. All committees of 2021 will continue to serve till December 31st, 2021. All new

committees formed under the bylaws of 2021 will start working from January 1st,

2022. All Chairs and committees for the year 2022 that have already been

appointed by the President-elect of 2021 will not need to be approved by the

BOD of 2022.

9. Board of Trustee members of 2021 will become members of the Financial

Compliance Committee (FCC). Members will keep the same seniority as in the

former BOT and complete their respective remaining terms. The most recent

Chair, BOT will assume the responsibility of Chair, FCC. Previous senior most

APPENDIX D

TRANSITION DOCUMENT FOR IMPLEMENTATION OF BYLAWS 2021 PASSED BY GENERAL MEMBERSHIP

ON DECEMBER 15, 2021

1. This document amends the APPENDIX D attached to the approved amendments 2021

2. Notwithstanding anything contained in the bylaws 2021, the following shall apply for a smooth and

efficient transition of APPNA from the previous CABL to the bylaws adopted on December 15, 2021.

3. Unless otherwise specifically noted below, this document indemnifies decisions taken by the Board

of Directors and Council December 15, 2021 and onwards.

4. Elections of Officers held in 2021 shall remain valid.

5. The Secretary and Treasurer for 2022 shall serve a one-year term, ending December 31, 2022, on

the Board of Directors.

6. The Secretary and Treasurer for 2022 shall be eligible to run for the office of President-elect and/or

BOD for 2023.

7. Ethics and Grievance Committee (EGC)

a. Before the final approval from the BOD and list of names of members will be shared

with council for their input electronically and Council’s input will be considered by BOD

for incorporation. The members shall otherwise fulfill criteria as laid down in the bylaws

Article X, Section 2C (b, d, e & f). The committee appointed thus shall elect its own chair

and co-chair from amongst itself. The President shall preside over the first meeting of

the committee after its formation.

b. The term of the E&GC for 2022 shall end on December 31, 2022. Any unfinished

business before the committee shall automatically carry over to the incoming

committee for the year 2023.

c. Notwithstanding anything in the bylaws Article X, the members of the E&GC appointed

as per Clause #7 above shall be eligible for consideration for future election to the E&GC

by the Council.

d. The E&GC for the year 2023 and onwards shall be elected by the Council as per Article X,

Section 2D.

e. The nomination subcommittee formed by the Council 2022 shall seek nominations from

the general membership for EGC for 2023-25. Three (3) nominees who receive the

highest votes from the Council shall serve a (3) year term ending on December 31, 2025.

Three (3) nominees who receive the second highest votes from the Council shall serve a

two (2) year term ending on December 31, 2024. Three (3) nominees who receive the

third highest votes from the Council shall serve a one (1) year term ending on December

31, 2023. Any members with same number of votes shall be chosen by luck of draw.

f. EGC 2023 shall elect its own chair and co-chair from amongst itself. The President shall

preside over the first meeting of the committee after its formation. Chair EGC 2024 shall

be elected from among its members serving the second year of their term.

8. Nomination and Election Committee (NEC)

a. Before the final approval from the BOD and list of names of members will be shared

with council for their input electronically and Council’s input will be considered by BOD

for incorporation. The members shall otherwise fulfill all criteria as laid down in the

bylaws Article X, section 3B. The committee appointed thus shall elect its own chair and

APPENDIX D

co-chair from amongst itself. The President shall preside over the first meeting of the

committee after its formation.

b. The term for the NEC 2022 shall end on December 31, 2022.

c. The NEC for the year 2023 and onwards shall be elected by the Council as laid down in

the bylaws Article X, section 3C.

d. Notwithstanding anything in the bylaws Article X, the members of the NEC appointed as

per Clause #7 above shall be eligible for consideration for future election to the NEC by

the Council.

e. The nomination subcommittee formed by the Council 2022 shall seek nominations from

the general membership for NEC for 2023-25. Three (3) nominees who receive the

highest votes from the Council shall serve a (3) year term ending on December 31, 2025.

Three (3) nominees who receive the second highest votes from the Council shall serve a

two (2) year term ending on December 31, 2024. Three (3) nominees who receive the

third highest votes from the Council shall serve a one (1) year term ending on December

31, 2023. Any members with same number of votes shall be chosen by luck of draw.

f. NEC 2023 shall elect its own chair and co-chair from amongst itself. The President shall

preside over the first meeting of the committee after its formation. Chair NEC 2024 shall

be elected from among its members serving the second year of their term.

9. Notwithstanding anything contained in Section V, 3-b of the bylaws, the NEC 2022 shall establish

rules and guidelines for efficiently conducting elections of the officers of the organization during the

year 2022. These rules shall apply before final approval from the BOD and COC will be shared with

council for their input electronically. Council’s input will be considered by BOD for incorporation in

COC.

10. The Board of Trustee members, working or otherwise nominated by the BOT, as on December 31,

2021, shall become members of the Financial Compliance Committee and complete their remaining

term as members of the erstwhile BOT as members of the FCC. The Council in 2022 shall elect two

members to the FCC for a three-year term starting January 1, 2023. The Council in 2023 will elect

one (1) member to the FCC to assume membership on Jan 1st, 2024, for a three-year term. The

Council in 2024 will elect one (1) member to the FCC to assume membership on Jan 1st, 2025, for a

two-year term. The Council in 2025 will elect two (2) members to the FCC to assume membership on

Jan 1st, 2026, for a two years’ term. After which the council will elect members as per the bylaws.

11. The NEC shall arrange for elections of four members-at-large of the BOD. Three members thus

elected shall have their term end on December 31, 2023, and the fourth member elected, with the

lowest margin of votes amongst the successful candidates, shall have his/her term end on December

31, 2022.

12. The President 2022 shall appoint four (4) members of each 2022 BOD appointed committee for a

two (2) year term ending on December 31, 2023. These members with a two (2) year term shall

need to be approved by the BOD.

13. The host committees for 2022 shall finish their term on December 31, 2022.

14. Notwithstanding anything in the bylaws, Article X, Section 1C(a), Section 2D(a) and Section 3C(a), the

President in consultation with the BOD shall recommend a three-member committee to the Council

from amongst the Council members to request nominations from the membership for Council

appointed committees for 2023.

APPENDIX D

15. Article III, section 7 (g) and Article IV, section 3a (c) will only be applicable to lawsuits filed after

approval of Bylaws 2021.

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