By Laws

CORPORATION

Section 1.01 Corporate Name.

The name of the corporation shall be Indian Medical Council of Greater St. Louis, a Missouri not-for-profit corporation (the “Corporation”).

Section 1.02 Principal Office.

The principal office and location of the Corporation shall be at such place in the State of Missouri as may be designated from time to time by the Board of Directors, as hereinafter described.

Section 1.03 Registered Office and Registered Agent.

The Corporation shall have and continuously maintain in the State of Missouri a registered office and a registered agent whose office is identical with such registered office, and may have other offices within or without the State of Missouri as the Board of Directors may from time to time determine.

Section 1.04 Purpose.

The corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including for such purposes, the making of distributions to individuals and organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

In addition, the corporation may engage in any and all other lawful activities that are:

• a) Approved by the Board of Directors of the corporation;
• b) Appropriate for a nonprofit, public benefit corporation organized under the Nonprofit Corporation Law of Missouri; and
• c) Approved for a corporation which is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.

Section 1.05 Powers.

The Corporation shall have the power to do all things necessary or convenient to carry out and further the affairs, activities and purposes of the Corporation, as more fully described in Section 355.131 of the Revised Statutes of Missouri.

Section 1.06 Restriction on Use of Assets.

All of the assets and the earnings of the Corporation shall be used exclusively for religious, charitable, scientific, literary and educational purposes within the meaning of Section 501(c)(3) of the Code, and shall be subject to the following additional limitations:

• (A) No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its trustees, directors, officers, or other private persons except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered.
• (B) No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene (including the publishing or distribution of statements) in any political campaign on behalf of any candidate for public office except as authorized under the Code.
• (C) Notwithstanding any other provision contained herein, the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (ii) by a corporation, the contributions to which are deductible under Section 170(c)(2) of the Code.

Section 1.07 Distribution of Assets on Dissolution.

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, distribute all the assets of the corporation to one or more organizations then qualified under section 501(c)(3) selected by the Board of Directors of the Corporation. Any such assets not so disposed of shall be disposed of by the Circuit Court of the city or county in which the principal office of the Corporation is then located to such organization or organizations as said court shall determine and as are then qualified as exempt under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue Law).

MEMBERS

Section 2.01 Membership.

Membership shall be granted by the Board of Directors to any physician, dentist, or students of medicine, dentistry or human sciences of Indian origin in the Greater St. Louis Area who wishes to promote the mission of the Corporation and make continuing contributions towards its goals. Members shall be assessed annual dues in the amount determined from time to time by the Board of Directors. Members shall have access to events and resources only available to members and shall have the right to vote on all matters submitted to the vote of the Members.

Section 2.02 Rights of Members.

The Board of Directors shall have the power to establish membership criteria and establish rules and regulations governing the rights and privileges of Members in accordance with these Bylaws.

Section 2.03 Place of Meetings.

All meetings of the Members shall be held at the time and place, inside of the State of Missouri, that the person or persons calling the meeting have fixed; provided that if no other place is fixed, any such meeting shall be at the Corporation’s principal office.

BOARD OF DIRECTORS

Section 3.01 Management of Corporation.

The affairs of the Corporation shall be managed, supervised and controlled by a Board of Directors, in which Board of Directors there shall be vested all of the powers and authority enumerated below.

Section 3.02 Powers.

The property and affairs of the Corporation shall be managed by the Board of Directors.

• (A) The Board of Directors shall have and is vested with the power and authority to supervise, control, direct and manage the property, affairs, and activities of the Corporation, to determine the policies of the Corporation, to do or cause to be done any and all lawful things for or on behalf of the Corporation and to exercise or cause to be exercised any of its powers, privileges or purposes, including, without limitation, the following:
  • (i) to oversee the fiscal operations of the Corporation;
  • (ii) to prepare and approve the annual Operating and Capital Budgets for the Corporation; and
  • (iii) to oversee the performance of the Officers of the Corporation.
• (B) The Board of Directors shall not authorize or permit the Corporation to engage in any activity not permitted to be transacted by the Articles of Incorporation, these Bylaws, or by a nonprofit corporation organized under the laws of the State of Missouri.
• (C) The Board of Directors shall conduct the business and affairs of the Corporation in accordance with the law, the Articles of Incorporation and these Bylaws.

Section 3.03 Selection, Number, Qualifications and Tenure.

• (A) The Board of Directors of the Corporation shall consist of five (5) members, or such other number as shall be set forth from time to time in the Corporation’s Articles of Incorporation.
• (B) In order to be elected to the Board of Directors a person must receive the affirmative vote of a majority of the Directors then serving.
• (C) Each Director shall serve for a term of one (1) year or until his/her successor shall have been duly elected and qualified.

Section 3.04 Annual Meeting.

The Annual Meeting of the Board of Directors shall be held one (1) time each year at the date, at the time and at the place designated by the Board of Directors. Said Annual Meeting shall be held for the purpose of (A) electing new Directors, (B) electing new Officers, and (C) transacting such other business as may come before the meeting. If the election of new Directors and/or Officers shall not be held on the date designated for any Annual Meeting or at any
adjournment thereof, the Board of Directors shall cause such election to be held at a special meeting of the Board of Directors as soon thereafter as convenient.

Section 3.05 Regular Meetings.

In addition to the Annual Meeting, the Board of Directors shall hold at least three (3) Regular Meetings each year, on the date, at the time and at the place designated by the Board of Directors. The Board of Directors may provide, by resolution, for the holding of additional Regular Meetings of the Board of Directors.

Section 3.06 Special Meetings.

Special Meetings of the Board of Directors may be called by the President or a Director at such time and place as shall be designated by the person calling such Special Meeting.

Section 3.07 Notice of Meetings.

Notice of each meeting of the Board of Directors shall be given in writing and state the place, date, time and purpose or purposes of such meeting. A copy of the notice of any meeting of the Board of Directors shall be delivered by the Secretary/Treasurer to each Director not less than two (2) days before the date of the meeting, by such means as the Board of Directors (or the Director calling such Meeting) determines to be fair and reasonable. When a meeting is
adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.

Section 3.08 Waiver of Notice of Meetings.

Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting except when the Director attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Furthermore, any Director may waive the right to notice of any meeting by submitting a signed waiver of notice to the Secretary/Treasurer whether before or after the meeting.

Section 3.09 Other Means of Participation in Meetings.

Any one or more Directors may participate in a meeting of the Board of Directors by means of a telephone conference or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 3.10 Quorum.

The presence of a majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; provided that if less than that number of the Directors is present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 3.11 Manner of Acting.

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required under the Articles of Incorporation, these Bylaws, or under any applicable laws of the State of Missouri.

Section 3.12 Informal Action.

Any action which is required to be or may be taken at a meeting of the Board of Directors may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the Directors then in office.

Section 3.13 Resignation of Directors.

A Director of the Corporation may resign at any time upon written notice to the Secretary/Treasurer.

Section 3.14 Removal.

A member of the Board of Directors may be removed, with or without cause, by a vote of a sufficient number of Directors to elect the Director at a meeting to elect Directors. Such removal shall be effective upon the occurrence of such vote at any regular or annual meeting or at any special meeting called for that purpose.

Section 3.15 Vacancies.

Any vacancy occurring among the members of the Board of Directors, whether by reason of death, resignation, removal, disqualification, or otherwise, and any directorship to be filled by reason of an increase in the number of Directors, shall be filled for the unexpired term of the vacant office by a vote of the majority of the remaining members of the Board of Directors at any annual or regular meeting, or at any special meeting called to select such Directors, subject to the provisions of these Bylaws relating to qualification and selection.

BOARD COMMITTEES

The Board of Directors shall have the power to establish and designate, by resolution of the Board of Directors, such committees of the Board of Directors (“Board Committees”) as it shall deem appropriate or expedient for the furtherance of the objectives and purposes of the Corporation and to delegate to such Board Committees those powers which, in its discretion, it feels are necessary or desirable, except to the extent limited by these Bylaws, the Articles of Incorporation of the Corporation, or the Nonprofit Corporation Law of Missouri. A majority of the members of any such Board Committee shall constitute a quorum thereof, and no acts of any such Board Committees shall be valid unless approved by the affirmative vote of the majority of the members of such Board Committee present at a meeting at which a quorum is present. Any Board Committee shall keep regular minutes of its proceedings and shall report the same to the Board of Directors from time to time. Any such Board Committee shall meet whenever necessary upon no less than two (2) days prior written notice to all of its members.

OFFICERS

Section 5.01 Officers.

The officers of the Corporation shall be a President, a Vice President, a Treasurer and a Secretary, and such other officers as the Board of Directors may elect from time to time. Such officers shall have the authority to and shall perform the duties prescribed, from time to time, by the Board of Directors. No two (2) or more offices may be held by the same person.

Section 5.02 Election and Term of Office.

All officers of the Corporation shall be elected by the Board of Directors at its Annual Meeting. All officers shall be elected for one (1) year terms.

Section 5.03 Resignation of Officers.

An officer may resign at any time upon written notice to the Board of Directors.

Section 5.04 Removal.

Any officer may be removed, with or without cause, by the Board of Directors.

Section 5.05 Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled for the unexpired portion of the term by the Board of Directors.

Section 5.06 President.

The President shall be chief executive officer of the Corporation. In such role, the President shall perform the following functions: (a) carry out the goals and mission of the Corporation; (b) sign any and all contracts on behalf of the Corporation; and (c) perform such other duties and have such other responsibilities as shall be assigned to him/her from time to time by the Board of Directors.

Section 5.07 Vice President.

The Vice President shall assist the President, Treasurer and Secretary as needed at the direction of the President. The Vice President shall (a) fulfill the role of President at any such time as the President is unavailable for any reason whatsoever; (b) serve as the chair of any Committees the Board of Directors shall decide; (c) perform all of the duties incident to the office of Vice President and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Section 5.08 Secretary.

The Secretary shall (a) keep the minutes of the Board of Directors meetings in one (1) or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and the seal of the Corporation; (d) see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and (e) perform all of the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.

Section 5.09 Treasurer.

The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all monies in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws; and (c) perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him/ her by the President or by the Board of Directors.

Section 5.10 Delegation of Authority.

The Board of Directors may from time to time delegate any of the functions, powers, duties, and responsibilities of any officer elected by the Board of Directors to any agent or employee of the Corporation or other responsible person. In the event of such delegations the officer from whom any such function, power, duty or responsibility has been transferred shall thereafter be relieved of all responsibility for the proper performance or exercise thereof.

GENERAL PROVISIONS

Section 6.01 Fiscal Year.

The fiscal year of the Corporation shall commence January 1 and expire December 31.

Section 6.02 Contracts.

The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 6.03 Checks, Drafts, Etc.

All checks, drafts or orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President or his/her designee.

Section 6.04 Deposits.

All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

Section 6.05 Gifts.

The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or device for the general purposes or for any special purpose of the Corporation.

Section 6.06 Certain Loans Prohibited.

The Corporation shall not make any loan to any Director or Officer of the Corporation.

Section 6.07 Books and Records.

The Corporation shall keep correct and complete books and records of its accounts and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the directors. All books and records of the Corporation may be inspected by any director, or his agent or attorney, for any proper purpose at any reasonable time.

Section 6.08 Seal.

The Corporate seal, if any, shall consist of a circular impression containing the name of the Corporation, the state of incorporation, and the work “Seal” in such form as shall be designated by the Board of Directors. Unless required by law or express provision of these bylaws, the use of the Corporate seal shall not be necessary to the validity of any instrument.

INDEMNIFICATION

To the extent permitted by Missouri law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he, she or it is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a member, director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself create a presumption that the person did not act in good faith and in a manner in which he or she reasonably believed to be in or not opposed to the best interests of the Corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

To the extent permitted by Missouri law, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he, she or it is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a member, director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, and amounts paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of the action or suit if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for the negligence or misconduct in the performance of his or her duty to the Corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity of such expenses which the court shall deem proper.

The indemnification provided here in shall inure to the benefit of the persons described above and their heirs, executors or administrators, and shall not be exclusive of any other rights to which such persons may be entitled under the laws of the State of Missouri or under any resolutions that may be adopted by the Board of Directors.

AMENDMENTS TO BYLAWS

These Bylaws may be altered, amended, restated or repealed only by a vote of the majority of the Board of Directors.

The undersigned, being the Board of Directors of the Indian Medical Council of Greater St. Louis hereby adopt the foregoing Bylaws as the Bylaws of said Corporation, effective as of the date of incorporation.