Northeast Chapter of the
Syrian American Medical Society Foundation, Inc.
Bylaws

Article I.
NAME

The name of this association will be the Northeast Chapter of the Syrian American Medical Society Foundation, Inc. For the purpose of these bylaws, it shall hereinafter be referred to as "SAMS N.E. Foundation."

Article II.
OBJECTIVES

SAMS N.E. Foundation will be operated as a nonprofit, charitable and educational organization.

The objectives of SAMS N.E. Foundation will be:

A. To be an educational organization, committed to the highest professional and scientific standards, and dedicated to the collection, interpretation, and dissemination of scientific information concerning all aspects of medicine.

B. To encourage and support professional and technical education and all aspects of research in the medical fields.
C. To promote general health and prevent disease through high quality health education, research, advocacy and patient care.
D. To provide charitable medical services to needy communities in the USA, Syria and other areas in the world.
E. To assist financially and medically other medical relief and charitable organizations.

In furtherance of the purposes described above, but not in limitation thereof, SAMS N.E. Foundation shall have power to conduct studies; to disseminate statistics and other information; to engage in appropriate fundraising activities; to conduct promotional activities, including advertising and publicity, in or by any suitable manner of media; to hold such property as is necessary to accomplish its purposes; and to employ individuals to further its purposes under Article II. SAMS N.E. Foundation is organized and operated for the above stated purposes, and for other nonprofit purposes. No part of its assets, income, or profits shall be distributable to, or inure to the benefit of, any individual, except in consideration of services rendered.

Article III.
MEMBERSHIP

1. Membership will be open to any person willing to support the objectives of SAMS N.E. Foundation.

Article IV.
OFFICERS AND BOARD

1. The Officers of SAMS N.E. Foundation will be a President, Secretary and Treasurer, elected every two (2) years from the permanent members of the Board of Trustees, by the permanent members of the Board of Trustees. All Officers shall be healthcare professionals.
2. The initial Board of Trustees will consist of the initial seven Trustees who shall also be the President, Secretary, and Treasurer. At all times, a majority of the Board shall be healthcare professionals.
3. The initial Board of Trustees shall serve as permanent members of the Board of Trustees.
4. The Board may be expanded to eleven at the discretion of the initial Trustees. Beginning in 2010 and every two years thereafter, the President and Treasurer of the Northeast Chapter of the Syrian American Medical Society, Inc. (“N.E. Society”) shall be appointed to the Board of Trustees of the SAMS N.E. Foundation automatically. They shall serve as members at large of the Board of Trustees.
5. The other seven or nine members of the Board of Trustees, as the case may be, shall consist of the initial seven members of the first Board of Trustees and two or more additional permanent members who shall be elected by the initial Board of Trustees. The determination to elect two or more additional permanent members (and to expand the Board to eleven since the President and Secretary of N.E. Society will be appointed to the Board) to the Board of Trustees shall be at the sole discretion of the initial seven members of the Board of Trustees.

6. President. The duties of the President shall include carrying out the policies of SAMS N.E. Foundation, appointing all committees of SAMS N.E. Foundation, exercising general supervision over the activities of SAMS N.E. Foundation, and presiding at meetings of SAMS N.E. Foundation and the executive committee. The President shall be a member of all committees.
7. Secretary. The duties of the Secretary shall include keeping a record of all proceedings and correspondence of SAMS N.E. Foundation, and preparing or overseeing the preparation of newsletters for distribution to the members if such shall be desired. In the absence of the President, the Secretary shall preside at meetings of SAMS N.E. Foundation.
8. Treasurer. The Treasurer shall keep an accurate record of all funds received and disbursed. At the request of the executive committee, the Treasurer shall prepare an annual SAMS N.E. Foundation budget and report of finances, and submit them for approval. In the absence of the President and Secretary, the Treasurer shall preside at meetings of SAMS N.E. Foundation.
9. When an Officer has resigned or is disqualified, the office shall be filled by appointment by the then remaining Trustees of the Board. The person so appointed shall hold office for the remainder of the term.

Article V.
MEETINGS

1. SAMS N.E. Foundation will meet a minimum of two times per year at a time and place determined by the Board. Qualifications and methods for voting will be according to procedures as established by the Board.
2. SAMS N.E. Foundation meetings will be open to the public, who may attend as guests.
3. Non-members may attend SAMS N.E. Foundation meetings and participate in any SAMS N.E. Foundation activities.
4. Special meetings of SAMS N.E. Foundation may be called by the President or a majority of the Board. Written notice of such meetings shall be provided to each member by the Secretary of SAMS N.E. Foundation at least five days in advance of the meeting date. The President shall call special meetings of SAMS N.E. Foundation within seven days of being so directed by the Board.
5. The quorum required for the transaction of business at all meetings of SAMS N.E. Foundation shall consist of two-thirds (2/3) of the members of the Board.

Article VI.
COMMITTEES

1. Executive Committee. The Board may appoint an Executive Committee consisting of the President, the Secretary, the Treasurer, and three or more other members to act until the next annual meeting of the Board. All members of the Executive Committee shall be healthcare professionals. During the intervals between meetings of the Board, the Executive Committee shall possess and may exercise all the powers of the Board; provided, however, that the Executive Committee shall not (a) amend or repeal these Bylaws; (b) elect or appoint, or remove, any Officer or any member of any committee of the Board; or (c) amend or repeal any resolution previously adopted by the Board. The Executive Committee may fix its own rules of procedure, but in every case the presence of not less than one-third (but not less than three members) of the Executive Committee shall be necessary and sufficient to constitute a quorum for the transaction of business.
2. Other Committees. The Board may from time to time appoint such other committees as it may deem advisable. Each such committee shall have such power, and the members thereof shall hold office for such periods, as the Board may from time to time determine. The rules of procedure of each such committee shall be determined from time to time by the respective committee, subject to the approval of the Board. Any such committee may be abolished or any member thereof may be removed, with or without cause, at any time by the Board. Committees may contain persons who are not Board members provided that the acts of such committees are advisory only and not binding upon SAMS N.E. Foundation.

Article VII.
OPERATING PROCEDURES

1. SAMS N.E. Foundation will be governed by these bylaws
2. SAMS N.E. Foundation is to be self governing.
3. SAMS N.E. Foundation will conduct itself in a manner that is in keeping with the professionalism of the Syrian American Medical Society, Inc. ("SAMS"). All literature, banners, posters, letters, etc., will be professional in appearance so as to maintain SAMS’ image as a professional organization.

Article VIII.
FINANCES AND DUES

1. The SAMS N.E. Foundation Board shall establish SAMS N.E. Foundation dues.
2. SAMS N.E. Foundation will establish a bank account in its own name.
3. SAMS N.E. Foundation may conduct special fund raising for charitable and medical relief activities.

Article IX.
AMENDMENTS

1. These bylaws may be amended by majority vote of the permanent Board members, provided that a notice setting forth the proposed amendment or amendments an explanation thereof and known objections thereto shall have been sent to each permanent Board member at least thirty days prior to the vote.
2. Amendments or revisions of these bylaws may be proposed by any member of SAMS N.E. Foundation.

Article X.
DISSOLUTION

1. Upon dissolution of the SAMS N.E. Foundation, its assets shall be distributed to one or more exempt purposes within the meaning of § 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.
2. Any such assets not so disposed of shall be disposed by a court of competent jurisdiction of the county in which the principal office of SAMS N.E. Foundation is then located, exclusively for such purposes or to such organization, a said Court shall determine, which are organized and operated exclusively for such purposes.

Article XI.
RULES OF ORDERS

Robert’s Rules of Order Revised shall be the authority for SAMS N.E. Foundation in matters of procedure not specified above.