ARTICLE I. NAME OF ORGANIZATION
The name of the organization shall be:
International GTA/MUTA Association, A New Jersey Non Profit
ARTICLE II. PURPOSE
Section 1. Nonprofit Purpose
IGMA is the international organization for professionals in the field of GTA/MUTA instruction and methodology. “GTA” means Gynecological Teaching Associate. “MUTA” means Male Urogenital Teaching Associate.
This association is organized exclusively for charitable, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. Specific Purpose
IGMA is dedicated to:
– Professional growth and development of its members
– Advancement of GTA/MUTA research, implementation, and related scholarly activities
– Setting standards of practice
ARTICLE III. MEMBERSHIP
Section 1. Eligibility for Membership
Application for voting membership shall be open to any individual who supports the purpose statement in Article II, Section 2. Membership is granted after completion and receipt of a membership application and annual dues.
Guidelines for acceptance are established by the Board of Directors, and may include several classes and subcategories of membership.
Section 2. Annual Dues
The Board of Directors shall set the dues amount and the criteria for each class of membership.
Initial membership fee has been set at $100 annually. This fee may be subject to change at any time as decided by the Executive Committee, for any reason.
Section 3. Rights of Members
Each individual member shall have the right to serve on committees, vote, run for and hold office if he/she meets the criteria for that office. These rights are forfeited if a member is more than three months in arrears in their dues and financial obligations to IGMA.
Section 4. Resignation and Termination
Any member may resign by filing a written resignation with the chair of the membership committee. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board if found to be misrepresenting IGMA, the profession or in violation of any local or national laws.
Section 5. Non-voting Membership
The board shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETINGS OF MEMBERS
Section 1. Regular Meetings
There will be at least one (1) regular meeting each year for members to happen at a time and place designated by the Board. This regular meeting may happen to coincide with the Annual Meeting. Attendance may be in-person or via electronic communication (telephone conferencing, etc.). Additional regular meetings for general members may happen at times and places designated by the Board.
Section 2. Annual Meetings
An annual meeting of the members shall take place in June, July or August, the specific date, time and location of which will be designated by the Board and may be in association with a scheduled Regular Meeting or an educational conference. At the annual meeting the members shall elect directors and officers, receive reports on the activities of the association, and determine the direction of the association for the coming year.
Section 3. Special Meetings
Special meetings may be called by the Board or the Executive Committee by a simple majority vote.
Section 4 Notice of Meetings
The times, location, and agenda of the annual meeting shall be announced electronically to the membership no less than 14 days in advance of convening the meeting.
Section 5. Quorum
The membership present at any properly announced meeting shall constitute a quorum and shall transact any business that may be properly brought before IGMA.
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. When electronic balloting is used, a member who submits a vote is considered to be present and voting.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers
The affairs of IGMA shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of IGMA.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Board of Directors but shall consist of no less than three (3) including the following officers: the President, the Vice-President, the Secretary, and the Treasurer.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors, shall be held unless a quorum of the Board of Directors is present as provided in Section 6 of this Article.
Each member of the Board of Directors shall be a member of IGMA whose membership dues are paid in full.
Each member of the Board of Directors shall attend at least nine (9) monthly meetings of the Board per year.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in June, July or August of each calendar year and at a location designated by the Executive Committee of the Board of Directors, and members of the Board may join the meeting by electronic communication (video or telephone conferencing) if necessary. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two members of the Board of Directors. The person or persons authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meeting of the Board called by them (including a meeting by electronic communication, video or telephone conferencing).
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile or electronic methods or by written notice. Any Director may waive notice of any meeting. The attendance either in-person or by electronic communication (video or telephone conferencing) of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, in person or by electronic communication (video or telephone conferencing) of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of 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 by law or by these by-laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements as set forth in Section 2 of this Article by September 1st shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy. Members of the Board of Directors who are removed for failure to meet any or all of the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 14 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting. Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all of the Directors following notice of the intended action to all members of the Board of Directors.
Section 13. Parliamentary Procedure
Any questions concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order. In case of a conflict between Robert’s Rules of Order and these Bylaws, the Bylaws shall take precedence.
Section 14. Removal.
Any member of the Board of Directors may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of IGMA would be served thereby. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article, and are not entitled to the removal procedure outlined in Section 14 of this Article.
ARTICLE VI. OFFICERS aka “Executive Committee”
The officers of this Board shall be the President, Vice-President, Secretary and Treasurer. All officers must have the status of active members of the Board. These four officers constitute the “Executive Committee.”
Section 1. President
The President shall be the chief elected officer of IGMA. The President shall serve as the presiding officer at IGMA’s annual Business Meeting, Board of Directors meetings and other committee meetings as determined by the Board of Directors. The President shall have general responsibility for the affairs and business of IGMA.
Section 2. Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President during the absence of the latter. The Vice-President is also the Chair of the Nominating Committee (Article VI, section 5).
Section 3. Secretary
The Secretary shall attend all meetings as designated by the Board of Directors and will act as a clerk thereof. The Secretary may appoint another Board member to act as Secretary if the Secretary will be absent during a meeting. The Secretary’s duties shall consist of:
- Record all votes and minutes of all proceedings.
- In concert with the President, shall make the arrangements for all meetings of the Board, including the annual meeting of the organization.
- Shall send notices of all meetings to the members of the Board and IGMA Members (for the general membership meetings).
- Shall perform all official correspondence from the Board as may be prescribed by the Board or the President.
Section 4. Treasurer
The Treasurer shall report on IGMA’s finances at the Annual Meeting and each Board meeting. The Treasurer shall assist in preparation of the budget, serve as fiscal advisor to the Board of Directors and make financial information available to the Board and membership upon request. The Treasurer works under the supervision of the President, and shall perform such other duties as may be prescribed by the Board or the President.
Section 5. Election of Officers
Members in good standing may nominate themselves or others by contacting the Vice-President (or other members of the Nominating Committee, if such a committee is established) prior to the elections at the annual meeting on a date set forth by the Vice-President.
The Vice-President (or Nominating Committee) shall submit the names of any nominations they have received at the annual meeting. Nominations shall also be received from the floor after the report of the Vice-President/Nominating Committee. The election shall be held at the annual meeting.
Those officers elected shall serve a term of two (2) years, commencing at the next meeting following the annual meeting.
Officers of the Executive Committee shall be eligible to succeed themselves in their respective offices for two (2) additional terms only.
Section 6. Removal of Officer
The Board with the concurrence of 3/4 of the members voting at the meeting may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 7. Vacancies
The Vice-President/Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Board members in good standing may also nominate themselves to fill vacancies. Nominations shall be sent by electronic communication or in writing to members of the Board at least one (1) week prior to the next Board meeting, at which the election will be held (voted on by the Board). The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
ARTICLE VII. COMMITTEES
Section 1. Executive Committee
The four officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.
Section 2. Committee Formation
By consensus, the Board may create committees as needed.
“Standing Committees” shall be designated as such at their creation by the Executive Committee, who will amend the By-Laws to include any new Standing Committees (and the structure of those committees) when they are formed. Chairs of Standing Committees will be chosen by the President, with the approval of the Executive Committee. Chairs of the standing committees shall serve as members of the Board.
“Ad Hoc” committees and task forces may be created by the Board, as needed, and the appointment of the Chair of those committees will be determined during the creation process. Any ad hoc committee or task force created by the Board may be terminated by the Board.
ARTICLE VIII. RESTRICTIONS ON ACTIVITIES
Section 1: Earnings
The Fiscal Year of IGMA shall be a calendar year basis (January 1 through December 31). No part of the earnings of IGMA shall inure to its members, officers, or other private persons, with two exceptions:
- The Board shall be authorized and empowered to pay reasonable compensation for services rendered in direct support of its purpose
- The Board shall be authorized and empowered to allocate monetary awards for research and projects consistent with its mission, through a process administered by the Executive Committee (or any Standing Committee they see fit to establish, such as a Grants/Research Committee)
Section 2: Activities
No part of the activities of IGMA shall be directed towards influencing legislation or intervening in political campaigns
ARTICLE IX. AMENDMENTS
The Executive Committee may amend these Bylaws by majority vote at any regular or special meeting. Written notice setting forth the proposed amendment or summary of the changes to be effected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
ADOPTION OF BYLAWS
ADOPTED AND APPROVED by the Board of Directors on August 13, 2019