FAOMRA bylaws

	Article I. Name The name of this organization is the Federation of Acupuncture and Oriental Medicine Regulatory Agencies (FAOMRA), hereinafter referred to as the Federation. Article II. Mission Statement and Objectives Section 1. Mission Statement The mission of the Federation shall be to provide an organization through which Member Agencies may work together to better assure the protection of the public through good communication about licensure, practice, regulatory activity and professional disciplinary action in the profession of acupuncture and oriental medicine and to promote the delivery of quality healthcare from this profession to the public. The Federation shall accomplish this mission through its Objectives. Section 2. Objectives The following strategic objectives that facilitate the fulfillment of the Federation's Mission have been identified. Encourage membership and participation of all regulatory Agencies. Licensing requirements Regulatory activities Disciplinary actions Educational programs Current issues Public outreach activities Scope of practice Standards of care Licensure by endorsement Establish and maintain a web site or comparable information source using data standards conforming to healthcare industry requirements. Develop and encourage cooperation with other organizations whose objectives are related or similar in nature to the Mission and Objectives of this Federation. Discuss and develop appropriate standards regarding regulatory activities.
	Article III. Definitions "Administrative Staff" means those persons employed by an Agency to facilitate the functions of the Member Agency. "Agency" means the body authorized by law to examine, license, certify, register or discipline practitioners of all aspects acupuncture and oriental medicine, and that may include, but is not limited to, independent boards, advisory committees, subcommittees, subdivisions of joint licensing boards or umbrella agencies. "State" means any political subdivision of the United States, including any state, commonwealth, territory, dependency and the District of Columbia which has law(s) regulating the practice of acupuncture and oriental medicine.
	Article IV. Membership Section I. Member Classes and Qualifications All members shall abide by the Bylaws of the Federation, promote the Mission and Objectives of the Federation and pay the required dues. Members in the various classes shall meet the following qualifications: Member Agency Is an Agency in the United States which is a member of the Federation. Affiliate Member Is an Agency outside the United States which is a member of the Federation. Associate Member Is a current or former member of an Agency. Honorary Member Is an individual, group or organization which has contributed in significant ways to the Mission and Objectives of the Federation; Is confirmed by a two-thirds vote of the Board of Directors; and Is ratified by a two-thirds vote of the Federation Delegates at an Annual Meeting. Supporting Member An acupuncture and oriental medicine association, business, individual or other organization may become a Supporting Member upon approval of the Board of Directors and upon payment of fees established by the Board of Directors. A Supporting Member shall not have the right to vote or hold office in the Federation, but a Supporting Member may serve as a non-voting member of committees. A Supporting Member shall not use its affiliation with the Federation to market or promote its organization through advertising or any other means. Any violation of the Federation's Bylaws or agreement with the Supporting Member may be grounds for termination of such a Member's status with the Federation or denial of an application for Supporting Member status with the Federation. Section 2. Rights of Members Meetings may be attended by all member categories. Meeting participation is extended to all member categories. Motions may be made by: Member Agencies - through Delegate representation. Members of the Board of Directors. Nominations may be made by: Member Agencies - through Delegate representation. Votes are cast by: Member Agencies - through Delegate representation. Section 3. Termination of Membership Voluntary Membership may be terminated at any time by action of the Member Agency communicated to the Federation in writing. Involuntary Unless dues have been postponed at the discretion of the Board of Directors, membership shall be terminated if dues are delinquent more than one hundred eighty (180) days. Membership shall be terminated if ordered by a unanimous vote of the full membership of the Board of Directors. The decision is subject to appeal to the Delegate Assembly. If termination is ordered, the Secretary shall notify the Member Agency by certified mail postmarked within ten (10) days of such action. Section 4. Reinstatement A Member Agency whose membership has been involuntarily terminated for non-payment of dues shall be eligible for reinstatement upon payment of current dues. A Member Agency whose membership has been terminated may reapply and be admitted to membership if the reason for termination has been corrected to the satisfaction of the Board of Directors.
	Article V. Status The Federation is an independent federation not affiliated with any other organization, institution, jurisdiction, or agency and is directed by its own membership through its elected Officers and Directors.
	Article VI. Finance Section 1. Fiscal Year The fiscal year of the Federation shall be July 1 through June 31. Section 2. Dues The Annual Dues shall be established by the Delegate Assembly and shall be delinquent if not paid by January 31 of each year unless postponed by the Board of Directors. There will be no Annual Dues for Honorary Members. Annual Dues shall be established at a level necessary to carry out the purposes of the Federation. Such Annual Dues are to be approved, amended, or rejected by a majority vote of the Delegate Assembly. Increases in Annual Dues, after the initial adoption of the Annual Dues, become effective eighteen months after approval by the Member Agencies. The Board of Directors may waive the annual dues or a portion of the annual dues for extenuating circumstances. Member Agency - Annual Dues shall be $1,000.00 payable in U.S. currency or equivalent on or before January 31 of each year. Affiliate Member - Annual Dues shall be $250.00 payable in U.S. currency or equivalent on or before January 31 of each year. Associate Member - Annual Dues shall be $100.00 payable in U.S. currency or equivalent on or before January 31 of each year. Honorary Member - There shall be no Annual Dues for Honorary Members. Section 3. Assessments Assessments may be levied by a majority vote of Delegates present at a Federation meeting, previous notice having been sent to Member Agencies at least forty-five (45) days prior to the meeting. The Board of Directors may waive the annual dues or a portion of the annual dues for extenuating circumstances. Section 4. Finances Budget The Board of Directors shall adopt an annual budget which shall be circulated to the membership prior to the beginning of the fiscal year. Authority to Expend and Disburse Money No Officer, Director, committee or employee of the Federation shall have the right or authority to expend any money of the Federation, to incur any liability in its behalf or to make any commitment which binds the Federation to any expense or financial liability, unless such expenditure, liability or commitment has been incorporated in the budget or the Board of Directors has made an appropriation to pay same. Travel Policies Persons traveling on approved official Federation business may be reimbursed for the cost of travel based on procedures established by the Board of Directors. Compilation Report The financial records of the Federation shall be examined by a certified public accountant annually. The compilation report shall be presented to the Delegate Assembly at its Annual Meeting.
	Article VII. Board of Directors Section 1. Board of Directors Composition The Board of the Federation shall consist of seven Directors elected at the Annual Meeting of the Delegate Assembly by the Delegates of the Member Agencies. Each of the seven Director positions shall be filled by separate elections at the Annual Meeting of the Delegate Assembly. Four of the Directors shall also be officers of the Federation: namely, the President, Vice-President, Secretary and Treasurer of the Federation. The persons elected to Director positions Nos. 1, 2, 3 and 4 shall become the President, Vice-President, Secretary and Treasurer of the Federation, respectively. Qualifications Qualifications. Directors shall all be members of Member Agencies or on the Administrative Staff of Member Agencies, or may be an honorary member. The person elected to Director position No. 5 shall hold, at the time of election, a state license to practice acupuncture and oriental medicine. The person elected to Director position No. 6 shall be, at the time of election, a public Member of a Member Agency. The person elected to Director position No. 7 shall be, at the time of election, supervisor of the Administrative Staff of a Member Agency. Directors need not be New Mexico residents, but shall be Members of the Federation. The four Officers may not concurrently hold an elective or appointed office in a state or national acupuncture and oriental medicine professional association or in a national acupuncture and oriental medicine professional association other than the Federation. Conduct of Business Meetings. The Board of Directors shall meet in conjunction with the Annual Meeting and at other times as necessary. Telephonic Meeting Notification. When business is conducted by telecommunications, all Member Agencies must be notified in advance and at least four members must participate. Telephonic Participation at Meetings. Directors or any committee designated by the Board of Directors may participate in a meeting of the board or committee by means of a conference phone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at the meeting. Action Without a Meeting. Any action required or permitted to be taken at meeting of Directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the Directors entitled to vote with respect to the subject matter thereof. Waiver of Notice. Whenever any notice is required to be given to any Director, a waiver thereof in writing signed by the person entitled to the notice is equivalent to the giving of the notice. The attendance of a Director at a meeting constitutes a waiver of notice of the meeting except when attendance is for the sole purpose of objecting because the meeting is not lawfully called or convened. Funds and Borrowing. The depository for Federation funds, the persons entitled to draw against these funds, the persons entitled to borrow on behalf of the Federation, and the manner of accomplishing these matters will be determined by the board. Compensation and Pecuniary Benefit. No Director of Officer will receive, directly or indirectly, any income, profit or pecuniary benefit from the Federation, except that the Federation may reimburse them from Federation funds upon proper documentation for expenses incurred on behalf of the Federation, and may reasonably compensate them for services rendered in furtherance of the Federation's Objectives. Provision Against Sharing in Federation Earnings. No Director or Officer will receive at any time any of the net earnings of the Federation, or share in any of the Federation's assets upon dissolution of the Federation. Quorum, Action A majority of the number of Directors then in office shall constitute a quorum at Board Meetings. The Directors will manage the affairs of the Federation, and may act only as a Board with each Director having one vote. The act of a majority of Directors present at a meeting at which a quorum is present will be the act of the Board unless a greater number is required by the Nonprofit Corporation Act or these Bylaws. Directors may not be represented or vote by proxy. Section 2. Officers The Officers of the Federation shall be the President, Vice-president, Secretary and Treasurer. Qualifications of Officers An Officer shall be a current Agency member or current administrative staff person of a Member Agency. No Officer shall concurrently hold an elected or appointed office in a state or national acupuncture and oriental medicine professional association. Duties The Officers shall perform the duties prescribed by these Bylaws and the Policies and Procedures. President Preside at all meetings of the Federation. Preside at all meetings of the Federation Board of Directors. Fill vacancies, by appointment, subject to approval by the Board of Directors, in the offices of Vice-president, Secretary, Treasurer, and Directors. Serve as ex officio member of all committees. Be designated as a signatory of the Federation financial accounts. Assume such other duties as the Board of Directors may delegate. Make an annual report to the Federation. Serve as spokesperson for the Federation. Be authorized to represent or speak as having the endorsement of the Federation. Vice President Assume the duties of the President in his or her absence or incapacitation. Succeed the President in case of a vacancy in that office. Assume such other duties as the Board of Directors may delegate. Secretary Keep the minutes of the meetings of the Federation. Keep the minutes of the meetings of the Board of Directors. Prepare a summary of the minutes of the Federation and the Board of Directors for distribution or publication to the membership. Assume such other duties as the Board of Directors may delegate. Treasurer Be responsible for receipt of all dues, assessments, fees, etc., and making appropriate deposits of same. Be responsible for keeping an accurate account of all financial transactions of the Federation. Be designated as a signatory of Federation financial accounts. Serve as chair of the Financial Committee. Assume such other duties as the Board of Directors may delegate. Make an annual report to the Federation. Section 3. Elections Elections shall occur at the Annual Meeting and shall be by ballot unless there is only one candidate for an office in which case election may be by voice vote. In the election of Officers and Directors, the person receiving the greatest number of votes shall be elected. Proxy ballots shall not be allowed. The President, Treasurer and Administrator are elected ever odd year and the Vice President, Secretary, Professional Member and Public Member are elected ever even year. Section 4. Term of Office Officers Officers shall be elected for a term of two years or until their successors are elected, and shall assume office at the close of the Annual Meeting at which the Officers are elected. Officers shall not serve more than four full consecutive terms in the same office, unless there are no other qualified candidates. Directors shall be elected for a term of two years or until a successor is elected and shall assume office at the close of the Annual Meeting at which the election is held. Directors shall not serve more than four consecutive terms in the same office. Section 5.Vacancies in Office Officers A vacancy occurring in the office of President shall be filled by the Vice-president. In the event vacancies occur simultaneously in the office of President and Vice-president, the vacancies shall be filled by majority vote of the Board of Directors. The vote may be by telephone poll or by written communication. Vacancies in other offices shall be filled by appointment by the President, subject to approval by the Board of Directors. Appointees shall serve until the next Annual Meeting, at which time an election shall be held to fill the unexpired term. Directors A vacancy occurring in the position of Director may be filled by appointment by the President, subject to approval by the Board of Directors. The appointee shall serve until the next Annual Meeting, at which time an election shall be held to fill the unexpired term. Section 6. Removal from Office An Officer or Director may be removed from office by a two-thirds vote of the Delegates present and voting at any meeting of the Delegate Assembly.
	Article VIII. Meetings of the Delegate Assembly Section 1. Annual Meeting The Federation shall hold an Annual Meeting at a time and place determined by the Board of Directors. Member Agencies shall be notified of the Annual Meeting not less than three (3) months prior to the Annual Meeting. Section 2. Special Meetings Special Meetings of the Delegate Assembly may be called by the President with approval of the Board of Directors, or by a majority of the Member Agencies. Member Agencies shall be notified of a Special Meeting. Section 3. Voting Body The voting body shall consist of the Delegates designated by the Member Agencies. Each Member Agency is entitled to one Delegate. Each Delegate shall have the right to attend, speak, make motions, nominate, and vote. Proxy ballots shall not be allowed. Section 4. Voting All matters shall be decided by vote of a majority of Delegates present, unless specified otherwise in these Bylaws. Proxy ballots shall not be allowed. Section 5. Delegates Delegate means a member of, or administrator to, a Member Agency designated by the Member Agency to be its representative at meetings of the Delegate Assembly. The Delegate shall serve at the pleasure of the Member Agency. Each Member Agency shall send notification of the Delegate selection to the Federation. Alternate Delegate(s) means the members of, or administrator to, a Member Agency elected by the Member Agency to be its representative to meetings of the Delegate Assembly in the event that the Member Agency's Delegate cannot or does not attend the meeting. The Alternate Delegate(s) shall serve at the pleasure of the Member Agency. Each Member Agency shall send written notification of the Alternate Delegate(s) selection to the Federation. In the event that a Delegate no longer holds that position for any reason, an Alternate Delegate shall assume the duties of the Delegate. "Delegate Credentials" means a document issued by the Member Agency signifying official representation of a Member Agency and verified by an appropriate officer of a Member Agency. Delegate Credentials are required for Delegates and Alternate Delegates. Section 6. Meeting Protocol of the Delegate Assembly Seating All Delegates shall be seated in a separate area designated for Delegates. Members of Member Agencies who are not a part of the Delegate Assembly, Alternate Delegates, and Member Agency administrative staff may be seated in the area of the assembly designated for Member Agencies. Others, including invited guests, and visitors, shall be seated in a designated area. Rights of Persons not a Part of the Delegate Assembly. Individuals who are not Member Agency Delegates may attend the meetings of the Delegate Assembly with the right to speak after Delegates have spoken, by invitation and with permission of the presiding officer, but may not make motions, make nominations or vote. Section 7. Executive Session An Executive Session is a session of the Delegate Assembly or of the Board of Directors conducted in private. An Executive Session may be convened for the purpose of discussing matters, receiving counsel or voting on issues related to personnel, litigation, examination and contracts. Consultants, resource individuals or guests necessary to addressing the issues may be allowed to attend at the discretion of the President or by a majority vote of the voting body. Section 8. Mail Vote of the Delegate Assembly When the Board of Directors determines it is necessary to conduct a mail vote of the Delegate Assembly, each Delegate shall receive sufficient information to make an informed decision. The ballot information shall be mailed to each Delegate by first-class mail to the address of record at Federation. The ballot shall clearly state the question(s) to be decided and the date by which the ballot must be received by the Federation. At least fifty (50) percent of the ballots must be received by the Federation by the stated date to constitute a valid vote. Section 9. Cancellation of Meeting The Board of Directors, by a two-thirds vote, may cancel a meeting. All Member Agencies shall be notified of the cancellation, and in the case of an Annual Meeting being canceled, the Board of Directors shall provide for election by a mail ballot as prescribed in these Bylaws.
	Article IX. Committees Section 1. General Requirements Authority The Board of Directors may establish standing and special committees. Appointments The members of committees are appointed by the President with the advice and consent of the Board of Directors. Appointments will be made to standing committees after the Annual Meeting. Term of Appointment Standing committee members shall be appointed to serve one (1) year terms. Members of special committees shall be appointed for a specific time frame. Eligibility The committee member shall be a current or former member of a Member Agency, or current administrative staff person of a Member Agency. Removal A committee member may be removed by a majority action of the Board of Directors. Vacancies In the event a committee member is unable to complete his or her term on a committee for any reason, the President may, with input from the committee chair, appoint a member to fill the unexpired balance of the term. Reports Committees shall submit a written report to the Board of Directors within 30 days after a committee meeting or as specified by the Board of Directors. In addition, each committee shall submit an annual report for publication prior to the Annual Meeting. Section 2. Standing Committees Finance Committee. The Finance Committee shall consist of at least three members, who shall serve one year terms, in addition to the treasurer. The treasurer shall serve as chairperson. The committee shall develop and present an annual budget to the Board of Directors. The committee shall advise the Board of Directors on matters pertaining to the Federation's financial needs, growth, and stability. The Finance Committee shall carry out other duties as requested by the Board of Directors. Section 3. Special Committees Special committees may be established by the President or the Board of Directors and shall consist of a number of members sufficient to complete the assigned task and shall be assigned for a specific time frame.
	Article X. Councils Councils may be established by the Delegate Assembly, as defined below, for the purpose of bringing together individuals with similar interests to provide a forum for sharing information and performing other functions. Council of Board Administrators Purpose The Council of Board Administrators shall provide Member Agency administrative staff members a forum to share information relevant to regulatory agency functions, regulatory practices, practice standards and issues, licensing processes and security, and enforcement issues in the practice of acupuncture and oriental medicine. The council shall carry out other functions as assigned by the Board of Directors. Membership Administrative staff personnel assisting Member Agencies, Eligibility Any person currently or formerly employed to facilitate the operation of a Member Agency. Scope of Responsibility Select council leadership and submit this information to the Federation Board of Directors. Operate under rules of procedure adopted by the Council of Board Administrators and approved, in their original form and as amended, by the Federation Board of Directors. Submit an annual report of council activities to the Federation Board of Directors.
	Article XI. Parliamentary Authority The rules, contained in the current edition of Robert's Rules of Order Newly Revised, govern the proceedings of the Federation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Federation may adopt.
	Article XII. Seal The official seal of the Federation shall be kept by the Federation and shall be used on all legal documents.
	Article XIII. Disclaimer No provision in these Bylaws nor any act of the Federation shall be construed as binding on the Member Agencies when such provision or act restricts the sovereignty of the individual Member Agency in the performance of the Member Agency's separate obligations or responsibilities.
	Article XIV. Indemnification The Federation will indemnify each Director and Officer of the Federation, and their heirs, legal representatives and assigns, against expenses, costs and attorney's fees actually and reasonably incurred in connection with the defense of any action, suit or proceeding, civil or criminal, in which the Director or Officer is made a party by reason of being or having been an Officer or Director. The indemnification may include any amounts paid to satisfy a judgment or to compromise or settle a claim. The Director or Officer will not be indemnified of he is adjudged to have been guilty of actual negligence or misconduct in the performance of duty to the Federation. Advance indemnification may be allowed of a Director of Officer for expenses to be incurred in connection with the defense of the action, suite or proceeding, provided that the Director or Officer agrees to reimburse the Federation if it is subsequently determined that the Director of Officer was not entitled to indemnification by reason of negligence or misconduct in the performance of duty to the Federation.
	Article XV. Interested Parties No transaction of the Federation will be affected because a Director or Officer of the Federation is interested in the transaction, unless the transaction is in violation of the proscriptions in the Articles of Incorporation and these Bylaws against inurement of monetary benefit. Such interested parties will be counted for quorum purposes and may vote when Federation considers the transaction. Such interested parties will not be liable to Federation for the party's profits, or the Federation's losses, from the transaction.
	Article XVI. Amendment of Bylaws Section 1. These Bylaws may be amended by a two thirds vote of the Delegate Assembly present at a Delegate Meeting. Section 2. These Bylaws may be edited by the Secretary for consistency after amendments have been made. There shall be no editorial change which affects the Bylaw intent.
	Article XVII. Dissolution In the event of dissolution of the Federation, all the business, property, and assets of the Federation shall, after payment of all bona fide obligations, be distributed to a succeeding non-profit corporation or to other non-profit corporations as provided in the Federation's Articles of Incorporation and as determined by the Board of Directors. In no case shall any of the assets or property go to or be distributed to any private individual. Revised May 11, 2007