BYLAWS
AMERICAN ASSOCIATION OF CHINESE MEDICINE AND ACUPUNCTURE
A California Public Benefit Corporation

ARTICLE 1

MISSION

SECTION 1.
Name of Organization:
a) The name of this organization shall be the American Association of Chinese Medicine and Acupuncture (AACMA).
SECTION 2.
Mission:
a) AACMA is committed to the promotion of Chinese medicine and protecting human health as its highest purpose. AACMA also seeks to unite and serve colleagues in the practice of Chinese medicine and acupuncture, strive to protect their rights and interests, and to protect the safety of patients.
SECTION 3.
Nature of Organization:
a) AACMA is a non-profit professional association of Chinese medicine and acupuncture practitioners.

b) AACMA is registered and established in accordance with the laws of the State of California and the federal government.

c) AACMA is funded by membership dues, revenue from various legal sources, and donations.

d) In the event of a dissolution and termination of AACMA, all AACMA’s real estate properties, monetary reserves, or other assets, shall be subject to resolution approved by a majority of members in a plenary meeting, for donation to a legally registered non-profit organization(s) of similar nature and mission.

SECTION 4.
Projects and Operations:
a) Fight for and strive to preserve the legal medical doctor title and status for doctors of Chinese medicine and acupuncturists.

b) Strive for and preserve all legal rights and interests of member colleagues.

c) Educate the public on the need for inclusion of Chinese medicine and acupuncture treatments to be included in governmental and private health care insurance plans.

d) Educate the public on the benefits of Chinese medicine in order to protect the rights and interests of doctors of Chinese medicine, acupuncturists and patients.

e) Assist member colleagues in obtaining malpractice insurance. Provide help to members in developing their businesses. Organize and conduct various cultural, recreational activities and sports that are beneficial to member’ physical and mental health and family harmony.

f) Regularly sponsor continuing education seminars; promote within the profession, the use of higher universal [professional degree standards in academic institutions’ conduct academic and scientific research activities of all levels; enhance quality of medical practice and strengthen medical ethics education.

g) Work in genuine cooperation with associations of doctors of Chinese medicine and acupuncturists of all races and nationalities; coordinate operation, enhance solidarity, create the right conditions in hope of establishing a unified federation of all doctors of Chinese medicine and acupuncturists.

h) Maintain connections with other U.S. organizations of Chinese medicine and acupuncture, and with related professional bodies such as those of educators of Chinese medicine, trading of Chinese medicine and equipment, to promote exchanges and offers of assistance to one another.

i) Reach out to unite with colleagues in different regions of the world, enhance exchanges and cooperation in areas of academic and social affairs, so as to promote common development in the Chinese medicine and acupuncture community.
ARTICLE 2

MEMBERSHIP

SECTION 1.

a) There are three (3) types of membership at AACMA: Regular Members, Student Members, and Honorary Members.
SECTION 2.

Regular Members Defined:

a) Any colleague who holds a valid California or out-of-state doctor of Chinese medicine or any California or out-of-state licensed acupuncturist, and who scribes to the mission of this association and is willing to abide by the by-laws, may apply though a member’s invitation. Upon approval of AACMA’s Organization Division, the applicant shall become a regular member.

SECTION 3.

Regular Membership Dues:

a) Regular Membership dues are $120.00. The Board of Directors may, in consideration of association needs, make suitable adjustments to the regular membership dues.

SECTION 4.

Rights and Responsibilities of Regular Members:

a) A Regular Member who has timely paid in full the membership dues for the current year shall be entitled to the right to vote on all matters before the Plenary Meetings; the right to propose motions; the right to vote on the selection of directors for the Board of Directors; the right to be voted into office; the right to offer amendments or revisions to AACMA’s bylaws; the right to initiate the recall of officers and to enjoy all privileges of membership.

SECTION 5.

Withdrawn Membership and Readmission Policy

a) A Regular Member who has not paid the membership dues in more than a year shall be deemed to have withdrawn from the AACMA. Such member shall not receive any refund of previously paid dues. Any future readmission application from such member shall require a readmission fee of $100.00, in addition to the regular membership dues of $120.00, before the readmission application can be process.

SECTION 6.

Retired Regular Members

a) Regular Members of AACMA who have retired and are no longer in business, may, at the Board of Directors discretion, be permitted to pay a discount dues rate of $20.00 for Regular Membership per annum, and enjoy all the privileges of Regular Membership.

SECTION 7.

Student Membership Defined:

a) Any student who is currently enrolled and studying in an accredited California or out-of-state school of Chinese medicine and acupuncture, or is preparing to take the California Acupuncture Board Licensing Examination or a out-of-state acupuncture board licensing examination, and who subscribes to AACMA’s mission, and are willing to abide by AACMA’s bylaws, may apply through a member’s invitation to become a Student Member.

SECTION 8.

Student Membership Dues:

a) Student Membership dues are $50.00 for the current year beginning at the time of his or her admission.

SECTION 9.

Limited Rights for Student Members:

a) Student Members are not entitled to vote; do not have the right to hold office or to recall Officers or to initiatives, referendum or amendments of AACMA’s bylaws. However, Student Members do enjoy all other rights and privileges resembling Regular Members.

b) The Board of Directors may vote to establish a Student Affairs Committee. This Committee would be open to all Student Members and its purpose would be to investigate important topics directly impacting student of Chinese Medicine and acupuncture.

SECTION 10.
Honorary Members Defined:
a) Any individual with good moral character, who subscribes to AACMA’s mission and zealously supports the profession of Chinese medicine and acupuncture, and who donates to AACMA $500.00 or more per annum; upon the Board of Directors’ approval, shall be invited to be an Honorary Member of AACMA.
SECTION 11.
Limited Rights of Honorary Members:

a) Honorary Members are not entitled to vote; do not have the right to hold office or to recall officers or to vote on initiatives, referendum or amendments of AACMA’s bylaws. However, Honorary Members do enjoy all other rights and privileges resembling Regular Members.

SECTION 12.

Suspended or Expelled Members:

a) Any member of the foregoing categories who has intentionally damaged the reputation of AACMA, or who has jeopardized the principles of AACMA’s bylaws or harmed AACMA’s unity; upon a vote by the majority members of the Special Joint Session of the Board of Directors, Board of Supervisors and Standing Committee Advisors, may be suspended or expelled from AACMA pursuant to these Bylaws. (See, Article 8, Section 4, paragraphs (b) and (e).)

ARTICLE 3

REGIONAL DIVISIONS

SECTION 1.

Four (4) Regional Divisions:

a) Regional Divisions: AACMA currently focuses on Northern California and is divided into four (4) Regional Divisions. The boundaries for each region are determined according to the telephone area codes for each member’s business or residence. Each member self-selects which address he or she wishes to use for their membership address.

b) Sacramento/North Bay Region: This region includes the California state capital (Sacramento), North Bay and Central Valley areas, where the telephone area codes are as follows: 707, 916, 530, and 209.

c) San Francisco Region: This region includes the city of San Francisco and the surrounding areas where the telephone area code is 415. For areas where the telephone area code is 650, using Highway 92 as the diving line; areas to its north are assigned to the San Francisco Region.

d) East Bay Region: This region includes areas in the East Bay within Alameda and Contra Costa counties, where the telephone area codes are 510 and 925.

e) South Bay Region: This region includes the Peninsula district south of Highway 92, areas in the South Bay, and areas south of Santa Cruz; where the telephone area codes are 408 and 831. For areas where the telephone area code is 650, using Highway 92 as the diving line; areas to the south are assigned to the South Bay Region.

SECTION 2.

a) Organizational Division:

The Organization Division shall be responsible for collecting and compiling membership lists for each of the four (4) regions. The Organizational Division shall also assist each Regional Division in organizing and planning academic, cultural and sporting activities.

b) Regional Vice-President for Each Region:

It is AACMA’s policy to use its best efforts to have one (1) Vice-President from each of the four (4) regions assigned to their particular region. The Regional Vice-President shall have overall responsibility for their region.

c) Regional Division Chief and Deputy-Chiefs:

The Regional Vice-President shall have the power to appoint a Regional Chief and any number of Regional Deputy-Chiefs, who shall be responsible for summoning and liaison work. In the event the Regional Vice-President fails to appoint a Regional Chief or Regional Deputy-Chief(s) within thirty (30) days of the Regional Vice-President’s election; then the Board of Directors may, by majority vote, appoint a regional member to fill the open position(s). In the unlikely event a regional member cannot be found to be appointed to the open position, than the Board of Directors may select a non-regional member to serve.

ARTICLE 4

PLENARY MEETINGS

SECTION 1.

Membership:

a) Anyone who is currently a Regular Member of AACMA shall be a member of the Plenary Meeting.
SECTION 2.

Powers:

a) The Plenary Meeting is vested with the supreme power over AACMA’s affairs. The Plenary Meeting holds power to consider initiatives, amend the bylaws of AACMA through revisions and referendums; and pursuant to the bylaws, conduct elections, and recall elections, set down and oversee annual working plans, review and approve budgets, and audit accounts.

SECTION 3.

Elections:

a) The Plenary Meeting shall be held once a year. In addition, once every two (2) years members of the Board of Directors and Board of Supervisors shall be openly elected during the Plenary Meeting. (See, Article 10.)

SECTION 4.

Notice:

a) AACMA’s President shall be responsible for notifying the membership at least forty-five (45) days in advance of the time and location for the Plenary Meeting. AACMA’s President shall also be responsible for establishing the initial agenda for the Plenary Meeting and for submitting the agenda to the membership at least 45 days in advance of the Plenary Meeting.

SECTION 5.

Proxy:

a) Members who cannot attend a Plenary Meeting may appoint in writing another member as their proxy to attend in his or her place. However, the convening authority has to be notified in written form at least twenty-four (24) hours in advance of the Plenary Meeting.

SECTION 6.

General Motions at Plenary Meetings:

a) To be considered at the Plenary Meeting, a motion must be endorsed by signatures from at least thirty (30) or more Regular Members, or, in the alternative, a motion that has been passed by the Standing Committee of the Board of Directors; and in either case, must be presented in written form to the Secretariat at least twenty-on (21) days in advance of the Plenary Meeting.

b) A general motion requires a majority vote of the attending members whose numbers meet the Plenary Meeting quorum requirements. Voting may be by person or by written ballot or by way of written proxy submitted at least twenty-four (24) hours in advance of the Plenary Meeting.

SECTION 7.

Quorum Defined for Plenary Meeting:

a) A Plenary Meeting quorum is defined as fifty percent (50%) of the total number of current Regular Members plus one (1).

SECTION 8.

Enforcement:

a) The Board of Directors and the Board of Supervisors shall be responsible for enforcing any recall resolution.

SECTION 9.

Vote of No-Confidence and Recall of Members:

a) A petition for a vote of no-confidence or for a recall election must be endorsed by signatures from fifty (50) or more Regular Members and can be presented at the Plenary Meeting for consideration. A petition must be presented in written form to the Secretariat at least twenty-on (21) days in advance of the Plenary Meeting.

b) If a petition receives one-third (1/3) or more of the votes of the attending members whose number meets the Plenary Meeting quorum requirements, it shall become a motion. A vote in support of a recall election or a vote of no-confidence against a member requires a majority vote of the attending members whose numbers meet the Plenary Meeting quorum requirements, before it can pass.

SECTION 10.

Calling a Special Plenary Meeting:

a) A Special Plenary Meeting may be called in the following manner:

1. By AACMA’s President, or

2. By the Supervisor General, or

3. By submission of a petition containing one quarter (1/4) of the Board of Directors’ and one quarter (1/4) the Board of Supervisors’ signatures, or

4. By submission of a petition containing one quarter (1/4) of the Regular Membership signatures which must be first approved by the Standing Committee of the Board of Directors.

Convening Special Plenary Meeting:

a) The Secretary General shall then be responsible for calling the Special Plenary Meeting. Further, the Secretary General shall be responsible for notifying the membership at least twenty-one (21) days in advance of the Special Plenary Meeting and for submitting an agenda for the special meeting.

ARTICLE 5

BOARD OF DIRECTORS
SECTION 1.

Number of Directors: (36 Positions)

a) The Board of Directors shall consist of thirty-six (36) members. The Board shall have thirty (30) elected directors and six (6) non-elected directors that will be filled by appointment of the Board.

Convening Board of Directors Meeting:

a) The Board President shall call the Board of Director meetings. Board meetings normally convene once every two (2) months.

b) Regional Divisions Chiefs, committee chairs, Standing Committee Advisors, Supervisor General and Vice-Supervisor General may be invited to attend Board of Directors meeting in a non-voting capacity. At the discretion of the Board President or by majority vote of the Board, a non-voting member may be allowed to address the Board.

Notice:

a) The Secretary General, at least twenty-one (21) days in advance of the Board of Directors meeting, shall be responsible for notifying Board members of the meeting time and location, and for providing the initial agenda for the meeting.

Formation of the Election Committee:

c) On election years, either the Director of Organization Division or the President of the Board shall call for the formation of the election committee to prepare for the forthcoming election. The establishment of the election committee shall be no later than mid-year before the approaching election.

SECTION 2.

Quorum Defined for Board of Directors:

a) A Board of Directors quorum is defined as fifty percent (50%) of the total number of board members plus one (1) or nineteen (19).

Voting By Written Communication:
b) Board members who cannot attend a Board of Directors meeting may choose to vote by way of submitting a written communication (email or fax or letter), specifically outlining what matter the member is voting on and whether they are voting yes, no or abstaining. Additionally, the Board member must submit his or her written communication to the convening authority (Secretary General or President) at least twenty-four (24) hours in advance of the meeting.
Voting by Proxy:

c) Board members who cannot attend a Board of Directors meeting may appoint another member to serve as their proxy to attend in his or her place. The appointment of a proxy must be in writing (email, fax or letter) and it must include the name of the member who will be voting by proxy. Additionally, the convening authority (Secretary General or President) has to be notified in writing at least twenty-four (24) hours in advance of the Board of Directors meeting that a proxy will be attending in his or her place.

SECTION 3.

Powers:

a) The Board of Directors shall faithfully execute, implement and effectuate all resolutions passed at the Plenary Meetings.

b) Pursuant to the bylaws, the Board of Directors acts on behalf of the Plenary Meeting to manage all AACMA’s business. These include holding elections, conducting academic activities, managing AACMA’s funds, reaching out to relevant organizations, and the like.

c) The Board of Directors, by a majority vote, shall approve all employment contracts over one thousand dollars ($1,000) or any employment contract with a length greater than thirty (30) days.

d) All Board of Directors members shall be entitled to vote on motion(s) during Board meetings. Board members may vote in person or by written ballot or by use of a proxy. For a motion to be consider by the Board it must first be proposed (moved) by a Board member. For instance: “I move the Board . . .” Next the motion must be endorsed (seconded) by a different Board member. For example: “I second the motion to . . .”

The Board of Directors adopts the democratic principle of majority rule. All motions require a simple majority of all voting Board members in order to pass. In other words, for a motion to pass, the “Yes” vote count must be one more vote(s) than the “No” vote count.

SECTION 4.

Responsibility to Act in Good Faith:

a) All Board members are to act in good faith and to conduct themselves in a professional manner during Board meetings. Even if a Board member holds a different opinion concerning resolutions adopted by the Board, he or she must implement them and must not violate Board resolutions with words or by their deeds.

SECTION 5.

Violations of Board Resolutions and Policy:

a) If any Board member violates a Board of Directors resolution or policy, than the Board of Directors, by majority vote, shall issue a verbal or written warning to the violator.

b) In the event the violator does not rectify his or her acts, the Board of Directors, by majority vote, may temporarily suspend all rights of the violating Board member. If a Director is temporarily suspended by the Board; then the entire matter is immediately referred to the Board of Supervisors for further actions pursuant to these Bylaws.
SECTION 6.

Appointed Directors:

a) If a Director has to withdraw or depart from his or her position before he or she has completed their term of office, then the open position shall be filled by appointment of the Board of Directors.

b) Before the appointed member can share the same rights and responsibilities as elected Board of Directors, they must first be nominated by a Board member and approved by a majority vote of the Board of Directors.

c) It is AACMA’s general policy to fill vacancies on the Board of Directors with the next highest ranking officer. For instance, if the First Vice-President’s position becomes open, then normally the Second Vice-President would be selected to fill the open First Vice-President’s position and all the remaining Vice-Presidents would move up one position as well. The Fifth Vice-President would then be filled by a new member.

SECTION 7.
Committees:

d) By majority vote, the Board of Directors may, based upon actual operational needs, direct divisions to set up committee(s) and appoint committee chairpersons, vice-chairperson and committee members. The committee(s) shall be responsible for faithfully executing, implementing and effectuating resolutions passed the Board. By majority vote, the Board may also disband a committee.

SECTION 8.

Emergency Meeting of the Board of Directors:

a) Policy. The Board President may call for an emergency meeting of the Board of Directors. However, it is AACMA’s policy to not call emergency Board meetings unless a true crisis exists requiring the Board’s immediate response.

b) Notice. In the event the Board President determines an emergency meeting must be called; the President shall direct the Secretary General to call each Director, followed by an email to each Director, notifying them, at least forty-eight (48) hours in advance of the emergency meeting, the time and location, and nature of the emergency issue to be addressed.

c) Quorum. The quorum needed for an emergency meeting of the Board of Directors shall be nineteen (19) members.

d) Motions. All motion at the emergency meeting shall require a majority vote of the Board of Directors.

e) Voting. At the emergency meeting a Board member may vote in one of the following ways: 1) in person, 2) in writing by email, fax or letter, or, 3) by way of a written proxy. Before the emergency meeting is called to order, the Secretary General must receive a written communication authorizing and identifying the person who will serve as the proxy.

SECTION 9.

Officer and Division Powers:

a) Board President: (1 Position)

There shall be one (1) Board President. The Board President shall serve also as the Chairperson of the Board of Directors; as AACMA’s President, and, as the Chairperson of the Plenary Meetings.

The Board President shall serve a two-year term. A board President can serve two (2) consecutive two-year terms. After having left the office for one term of two-years, a former president shall become eligible again for reelection.

The President shall be responsible to the Board of Directors and to the Plenary Meeting, and shall take a leadership role in running AACMA’s business meetings pursuant to the bylaws. The President shall also appoint representative(s) to attend meetings and social activities of the California Acupuncture Board and other government agencies. The President also represents AACMA in managing all external affairs that are beneficial to AACMA.

b) Board Vice Presidents: (5 Positions)

There shall be five (5) Board Vice Presidents. The Board Vice Presidents shall serve a two-year term. Board Vice Presidents also serve as AACMA’s Vice President for a two-year term. A board Vice President can serve two (2) consecutive two-year terms. After having left the office for one term of two-years, a former vice president shall become eligible again for reelection.

1) Ranking of Vice Presidents:

All Vice Presidents-Elect shall be ranked according to the number of votes they each received. The highest vote-getter shall be the First Vice President, and shall also become AACMA’s First Vice President. The remaining Vice Presidents shall be ranked according to the number of votes they received. For instance, the Vice President with the next greatest number of votes would be ranked Second Vice President, and so on. In the event of a tie between Vice Presidents, the President shall cast the tie-breaking vote to determine ranking.

2) Duties of Vice Presidents:

Vice Presidents shall assist the President in advancing AACMA’s business, and each shall be responsible to manage all affairs related to one of the four (4) Regional Divisions. They can be assigned by the President or by a majority vote of the Board of Directors to represent and appear for the President at social activities. In the event the Board President is absent or on vacation, an available Board Vice President of the highest ranking shall serve as the Acting President.

c) Secretariat: (3 Positions)

1) All Board Secretariat positions shall serve a two-year term. There shall be one (1) Secretariat who will serve as the Board’s Secretary General. Additionally, there shall be two (2) Deputy Secretary Generals. A Secretary can serve two (2) consecutive two-year terms. After having left the office for one term of two-years, a former Secretary shall become eligible again for reelection.

2) The Secretary General is responsible for executing AACMA’s business. He or she shall be responsible for overseeing all AACMA’s documents and correspondences, files records, and serves as the convener of the Special Plenary Meetings. The Deputy Secretary Generals shall serve as his or her assistants to the Secretary General.

3) Translation Group Under the Secretariat:

A translation group may be established under the Secretariat which should include one (1) Chinese language secretary and one (1) English language secretary whose responsibilities are to assist the Secretary General in handling translation of all kinds of documents and with the interpretation for occasions such as meetings, academic lectures and banquets. Depending on actual operating needs, secretaries of the Japanese and Korean language or other language personnel may be appointed or hired.

4) Hired Secretary Position:

The Secretariat may hire a salaried secretary whose job responsibilities are to be determined by the President and the Secretariat.
d) Treasury Division: (3 Positions)

All Board Treasury positions shall serve a two-year term. There shall be one (1) Treasure and two (2) Deputy Treasurers. A Secretary can serve two (2) consecutive two-year terms. After having left the office for one term of two-years, a former treasurer shall become eligible again for reelection.

1) Responsibilities:

The Treasury Division is responsible for managing AACMA’s funds, its finances, budget and accounting matters such as auditing. It shall regularly submit written reports as well as end-of-year annual summary report to the Board of Directors. And Board of Supervisors. In the event the Board of Directors establishes a fund raising committee, the Treasurer shall serve as one of the persons in charge of that committee.

2) Signature Requirements:

All funds and cash belonging to AACMA shall be deposited in bank(s) under accounts bearing AACMA’s name. Further, all accounts payable must be paid using checks and the check shall require two (2) signatures. The Treasurer’s signature as well as one (1) additional counter-signature is always required. The check must be counter-signed by one of the following officers; the President, the Secretary General or someone designated by majority vote of the Board of Director.

3) Check Approval Procedures:

• Between $1 and $499.

Any account payable that is under five hundred dollars ($500) shall require review and approval by the Treasury Division. The Treasury Division shall be responsible for maintaining for two (2) years a written record indicating its review and approval of checks less than five hundred dollars ($500).

• Between $500 and $1000.

Any account payable between five hundred dollars ($500) and one thousand dollars ($1,000) shall require additional review and approval by the President. The Treasury Division shall be responsible for maintaining for two (2) years a written record indicating the President’s review and approval of checks between five hundred dollars ($500) and one thousand dollars ($1,000).
• Over $1,001.

Any account payable above one thousand dollars ($1,000) shall require additional review and approval by a majority of the Board of Directors or by majority of the Standing Committee. The Treasury Division shall be responsible for maintaining for two (2) years a copy of the resolution passed by the Board of Directors indicating the approval of checks for over thousand dollars ($1,000).

4) Policy on Use of Funds:

Any funds that have been deposited into AACMA’s bank account(s) shall belong solely to AACMA. No one may appropriate or miss use any of these funds.

e) Public Relations Division: (3 Positions)

All Board Public Relations positions shall serve a two-year term. There shall be one (1) Director of Public Relations and two (2) Deputy Directors.

The Public Relations Division shall be responsible for coordinating socializing activities between AACMA and people and organizations of all social sectors. It shall also maintain connections with other professional organizations of similar nature, and strengthen the liaison with media and business professionals.

f) Academic and Educational Affairs Division: (3 Positions)

All Board Academic and Educational Affairs positions shall serve a two-year term. There shall be one (1) Director of Academic and Educational Affairs and two (2) Deputy Directors of Academic and Educational Affairs.

The Academic and Educational Affairs Division shall be responsible for coordinating members’ further studies and continuing education, academic research, and advance educational activities.

g) Communications and Publications Division: (3 Positions)

All Communication and Publications positions shall serve a two-year term. There shall be one (1) Director of Communications and Publications and two (2) Deputy Directors of Communications and Publications.

The Communications and Publications Division shall be responsible for AACMA’s journals, its website, member newsletter and correspondences, academic articles and annual reports, all tasks that involve text editing, publication and distribution. This Division is also responsible for other matters related to publicity. There shall be a Journal Editorial Board under this Division. The Chair of the Editorial Board shall also serve as the Journal’s Chief Editor.

h) Medical Ethics Division: (2 Positions)

All Medical Ethics positions shall serve a two-year term. There shall be one (1) Director of Medical Ethics and one (1) Deputy Directors of Medical Ethics.

The Medical Ethics Division shall be responsible for the following:

1. Restraining and monitoring members against practices that contravene laws and regulations, or in violation of medical ethics, and any other act that can bring severe damage to the reputation of AACMA.

2. Investigate and report to the authorities those practices acupuncture without a license, so as to protect the rights and interests of all member colleagues.

3. Assisting members of AACMA to seek legal assistance when they are mired in disputes in a trumped-up case.

i) Organization Division: (5 Positions)

All Organization positions shall serve a two-year term. There shall be one (1) Director of Organization and four (4) Deputy Directors of Organization.

The Organization Division shall be responsible for the formation of the election committee. The establishment of the election committee shall be no later than mid-year before the approaching election.

The Organization Division shall also be responsible for AACMA’s organization and membership development plans. The Organization Division collates member lists, determines the number of members in each regional division, and does filing work. It urges members to pay their membership dues and it organizes regional division groups and appoints or recommends division leaders. The Organization Division is also responsible for recruiting new members.

j) Welfare Division: (2 Positions)

All Welfare positions shall serve a two-year term. There shall be one (1) Director of Welfare and one (1) Deputy Director of Welfare.

The Welfare Division shall be responsible for planning and carrying out AACMA’s member services. The Welfare Division will assist members to negotiate buying medical malpractice insurance and will be responsible for the planning and conducting of various recreational activities.

k) General Affairs Division: (3 Positions)

All General Affairs positions shall serve a two-year term. There shall be one (1) Director of General Affairs and two (2) Deputy Directors of General Affairs.

The General Affairs Division shall be responsible for site preparation and planning, procurement and safekeeping of equipment needed for AACMA meetings, lectures and banquets. The General Affairs Division shall also offer assistance in site preparation and equipment needs for recreational activities.

j) English Affairs Division: (3 Positions)

All English Affairs positions shall serve a two-year term. There shall be one (1) Director of English Affairs and two (2) Deputy Directors of English Affairs.

The English Affairs Division shall be responsible for the developing and improving English speaking skills with members. The English Affairs Division shall also provide assistance to Academic and Educational Affairs Division to organize special English academic lectures; and, to offer assistance to AACMA in the preparation of written English documents and in the English interpretations during various activities.

SECTION 10.

Removal of Board Members Because of Absences:

a) Any member of the Board of Directors who has been absent from three (3) consecutive Board meetings, without providing a valid written explanation to the Secretary General or President, shall be deemed to have voluntarily resigned.

b) It is this Board’s policy to consider in mitigation a member’s family emergencies, personal illnesses, overseas travel, or any other reasonable situations, which may impede a member’s attendance. The Board’s mitigation policy must also be balanced against the Board’s need to conduct the business of AACMA in a timely and efficient manner.

c) After a Board member has been removed from the Board for missing three (3) consecutive meetings, he or she may petition the Board to be re-installed. By majority vote, the Board may agree to receive a petition from the removed Director and after deliberations, re-install the member to the position of Director.

d) If the Board of Directors has already appointed another member to fill the open Director seat before the petition is submitted to the President or Secretary General; then the removed Director’s right to request re-installment is deemed to have expired and the Board of Directors may refuse to consider it.

ARTICLE 6

BOARD OF DIRECTORS STANDING COMMITTEE

SECTION 1.

Composition: (15 Positions)

a) The Board of Directors Standing Committee shall be comprised of the Board President, all five Vice Presidents, Secretary General, and all division Directors, (hereafter “Standing Committee”), for a total of fifteen (15) Standing Committee members.

Quorum Defined for Standing Committee:

a) A Standing Committee quorum requires eight (8) committee members.

Powers:

a) The Standing Committee shall hold the same powers as the entire Board of Directors.

Convening Standing Committee Meetings:

a) The President of the Board of Directors shall call the Standing Committee meetings as needed for AACMA’s operating needs. The President shall chair the Standing Committee meeting.
Notice:

a) The Secretary General, at least twenty-one (21) days in advance of the Standing Committee meeting, shall be responsible for notifying committee membership of the meeting time and location, and for providing the initial agenda for the meeting.
Voting By Written Communication:
a) Standing committee members who cannot attend a meeting may choose to vote by way of submitting a written communication (email or fax or letter), specifically outlining what matter the member is voting on and whether they are voting yes, no or abstaining. Additionally, the committee member must submit his or her written communication to the convening authority (Secretary General or President) at least twenty-four (24) hours in advance of the meeting.

Voting by Proxy:

a) Standing committee members who cannot attend a meeting may appoint another member to serve as their proxy to attend in his or her place. The appointment of a proxy must be in writing (email, fax or letter) and it must include the name of the member who will be voting by proxy. Additionally, the convening authority (Secretary General or President) has to be notified in writing at least twenty-four (24) hours in advance of the Standing Committee meeting that a proxy will be attending in his or her place.
ARTICLE 7

STANDING COMMITTEE ADVISORS

SECTION 1.

Purpose:

a) AACMA may hire a number of reputed senior doctors of Chinese medicine to assume the positions of Standing Committee Advisors. The purpose of the Standing Committee Advisors is to provide professional consultation and advice on important matters facing AACMA.

SECTION 2.

Powers:

a) Standing Committee Advisors are invited to observer and comment at all Board of Directors meetings, all Standing Committee meetings, all Board of Supervisors meetings and all Joint Session meetings.

b) Standing Committee Advisors do not have the right to vote in regular AACMA operational business matters. However, Standing Committee Advisors are granted limited voting rights at Special Joint Sessions.

SECTION 3.

Types of Advisors:

a) Academic Advisors. AACMA shall hire veteran scholars and specialists of Chinese medicine and acupuncture as academic advisors.

b) Legal Advisors. AACMA shall hire professional attorneys or luminaries in the legal profession who are supportive of AACMA’s mission and who have earnestly assisted AACMA and its membership in dealing with relevant legal issues as legal advisors.

c) Financial Advisors. AACMA shall hire past Treasurers who have contributed great efforts during their tenure and who are supportive of AACMA’s mission. AACMA will also consider financial specialists who are warm-hearted and have been supportive of AACMA’s mission.
SECTION 4.
Selection Process:
a) The Board of Directors shall nominate potential advisors and the Board of Supervisors shall review and approve selected nominees by majority vote. All advisors shall serve for a two (2) year term.
ARTICLE 8

BOARD OF SUPERVISORS

SECTION 1.

Mission:

a) The mission of the Board of Supervisors shall be to supervise the Board of Directors. Further, the Board of Supervisors shall be responsible for overseeing the execution and implementation of resolutions passed at the Plenary Meetings and for overseeing the performance and completion of existing policy directives

Composition and Officers: (7 Positions)

a) The Board of Supervisors shall be comprised of seven (7) elected members.

b) The Supervisor General of the Board of Supervisors shall chair all Board of Supervisor meetings.

c) The Vice-Supervisor General of the Board of Supervisors shall assist the Supervising General in his or her duties and shall chair the meeting in the absence of the President.

d) The Secretary of the Board of Supervisors, at least twenty-one (21) days in advance of the meeting, shall be responsible for notifying Board of Supervisors members of the meeting time and location, and for providing the initial agenda for the meeting.

General Powers:

a) All members of the Board of Supervisors shall have the right to vote on all motions before the Board of Supervisors.

b) All Board of Supervisor decisions require a majority vote to pass.

Quorum Defined for the Board of Supervisors:

a) A Board of Supervisor quorum requires at least five (5) members.

Convening Board of Supervisors Meetings:

a) The Supervising General of the Board of Supervisors shall call the Board of Supervisors meetings as needed for AACMA’s operating needs.

b) Board of Supervisors meetings are normally held once every four (4) months. A Board of Supervisors meeting may be convened in conjunction with a Board of Directors meeting.

Voting By Written Communication:
a) Board of Supervisor members who cannot attend a meeting may choose to vote by way of submitting a written communication (email or fax or letter), specifically outlining what matter the member is voting on and whether they are voting yes, no or abstaining. Additionally, the member must submit his or her written communication to the convening authority (Supervisor General or Secretary General) at least twenty-four (24) hours in advance of the meeting.
Proxy:

b) Any Board of Supervisor member who cannot attend a meeting may appoint in writing another member as their proxy to attend in his or her place. However, the convening authority (Supervising General or Secretary General) has to be notified in written form at least twenty-four (24) hours in advance of the meeting.

SECTION 2.

Appointed Supervisors:

a) If a Supervisor has to withdraw or depart from his or her position before he or she has completed their term of office, then the open position shall be filled by appointment of the Board of Supervisors.

b) Before the appointed member can share the same rights and responsibilities as elected Board of Supervisors, they must first be nominated by a Board member and approved by a majority vote of the Board of Supervisors.
SECTION 3.

Investigative Powers and Procedures:

a) The Board of Supervisors shall be empowered to order the audit AACMA’s financial records.

b) The Board of Supervisors shall be vested with the power to initiate an investigation into the conduct of a member, officer or staff that is contrary to AACMA’s mission, Bylaws or Board policies or other official AACMA business, and to determine the appropriate disciplinary action.

c) A minimum of two (2) members may petition the Board of Supervisors to investigate an alleged violation of AACMA’s mission, Bylaws or Board Policies or other official AACMA business. The petition must specifically identify which rule, Board policy, Board resolution, Bylaw or other official AACMA business, that has allegedly been violated. Additionally, the petition must contain a written description of the alleged conduct that resulted in the violation.

d) The Board of Supervisors shall also be vested with the power to investigate the conduct of any member of the Board of Directors member who has had his or her rights and responsibilities temporarily suspended for missing three (3) consecutive Board meetings. (See, Article 5, Section 10.)

e) The Board of Supervisors shall allow both “sides” to present oral statements, documents and witnesses regarding the investigation. Generally, the Board of Supervisors will want to personally hear from the petitioner and the alleged violator. The Board of Supervisors may submit written questions or request the personal appearance of a member, officer or staff to answer questions. The length and breadth of the investigation rests entirely with the Board of Supervisors.

Disciplinary Powers of Board of Supervisors:

a) Written Warning. If after a disciplinary investigation the Board of Supervisors finds a member, officer or staff has violated AACMA’s mission, Bylaws or Board policies or other official AACMA business; it may issue a written warning and urge the violator to rectify his or her mistake.

SECTION 4.

a) Convening Special Joint Session: If a violator fails to offer a reasonable explanation and refuses to accept the proposed corrective action; the Board of Supervisors, after a majority vote, may direct the Supervisor General to call for the convening of a Special Joint Session of the Board of Directors, Board of Supervisors and Standing Committee Advisors (hereafter “Special Joint Session”) to take further corrective action.

b) Notice. After the Board of Supervisors has called for Special Joint Session, the disciplinary matter shall be referred to the Secretary General of the Board of Directors. It shall then be the Secretary General’s responsibility to notify all Board of Directors, all Board of Supervisors and all Standing Committee Advisors in writing (email or fax or letter), of the Special Joint Session meeting time and location, and for providing the initial agenda for the meeting, at least thirty (30) days in advance of the meeting.

c) Quorum. A Special Joint Session requires a quorum of at least twenty-four (24) members from the Board of Directors, Board of Supervisors and the Standing Committee members.

d) Powers. All members of the Special Joint Session, including Standing Committee Advisors, shall have the right to vote. All Special Joint Session decisions require a majority vote to pass. The Special Joint Session, after reviewing the investigative information presented, may do the following:

1) Suspend a member’s rights and powers, including, but not limited to; suspending a member’s voting rights, suspending a member’s right to conduct AACMA business or suspending a member’s right to perform official duties for AACMA;

2) Expel a member from AACMA;

3) Refer the matter to the Plenary Meeting for possible recall election regarding an officer;

Forfeiture of Membership Fees:

a) Any member or officer, who has been expelled or received a vote of no-confidence, shall not be entitled to a refund of their membership fee.

Voting By Written Communication:
a) Any Special Joint Session members who cannot attend a meeting may choose to vote by way of submitting a written communication (email or fax or letter), specifically outlining what matter the member is voting on and whether they are voting yes, no or abstaining. Additionally, the member must submit his or her written communication to the convening authority (Supervisor General or Secretary General) at least twenty-four (24) hours in advance of the meeting.
Proxy:

a) Any Special Joint Session member who cannot attend a Special Joint Session may appoint in writing another member as their proxy to attend in his or her place. However, the convening authority (Supervising General or Secretary General) has to be notified in written form (email or fax or letter), at least twenty-four (24) hours in advance of the meeting.

Limitation on Powers:

a) The Board of Supervisors and the Special Joint Session members shall only be responsible for the investigation and discipline of individual members or staff of AACMA. The Board of Supervisors and the Special Joint Session members do not have the power to discipline the actions taken by a majority vote of the Board of Directors or the actions taken by the majority vote of the Standing Committee.
ARTICLE 9

REMOVAL FROM OFFICE

SECTION 1.

Policy:

a) An AACMA officer may be removed from office by either a recall election or after a vote of no-confidence. An officer is defined as any member holding an AACMA title with special rights and responsibilities, including any member of the Board of Directors and the Board of Supervisors. The types of situations that may lead to an investigation for removal from office include, but are not limited to, the following: 1) an officer who fails to comply with the By-laws, 2) an officer who intentionally made disparaging remarks that damage the reputation of AACMA, 3) an officer who has committed serious acts that violate medical ethics, and, 4) an officer that has violated California or federal laws and has been convicted by a court or jury.

Recall Election:

a) The Board of Supervisors, after investigating the alleged wrongful conduct, may vote to convene a Special Joint Session (Article 8, Section 4), to consider whether a recall election should be held. After a Special Joint Session has been convened, its members may vote to hold a recall election at the next Plenary Meeting. A majority vote of the Plenary Meeting members shall be required before an officer can be removed in a recall election.

b) The Election Committee shall be responsible for organizing and conducting the recall election. The Election Committee shall be responsible for notifying the membership, at least forty-five (45) days in advance of the Plenary Meeting that a recall election will be held and for printing the recall ballots.

c) A recall election shall not be held at the bi-annual election of the Board of Directors and the Board of Supervisors.

Vote for Recall Election at Plenary Meeting:

a) A recall election of an officer may be initiated by Regular Members at the Plenary Meeting. (See, Article 4, Section 9.)

b) A recall election shall not be held at the bi-annual election of the Board of Directors and the Board of Supervisors.

Vote of No-Confidence for Board of Director Member:

a) A vote of no-confidence against a Board of Director member may be initiated either by majority vote of the Board of Directors or by submission of a petition signed by a minimum of fifty percent (50%) of the Board of Directors. The petition may be submitted to the Supervisor General directly. Once a vote of no confidence has been called for, the Supervisor General shall, within thirty (30) days, convene a Special Board of Directors meeting to consider the no-confidence vote.

b) The Supervisor General shall preside over the Special Board of Directors meeting.

c) The Supervisor General shall be responsible for notifying all Board of Director members, at least twenty-one (21) days in advance of the Special Board of Director meeting of the time and location of the meeting. The Supervisor General may request the assistance of the Secretary General in providing notice of the Special Board of Directors meeting.

d) For a vote of no-confidence to pass it must first receive more than two-thirds (2/3) of the vote or twenty-eight (28) votes, from the entire Board of Directors.

e) Once the vote of no-confidence passes, the officer is deemed to have lost all his or her rights and privileges as an officer. The former officer still maintains his or her status as a Regular Member.

f) After an officer has been removed, the Supervisor General shall be responsible for immediately conducting an election to fill the position just vacated. The Supervisor General may request the assistance of the Election Committee in conducting the election to fill the vacancy. The election shall be by secret ballot and will require a majority vote to fill the vacate position.

Vote of No-Confidence for Board of Supervisor Member:

a) A vote of no-confidence against a Board of Supervisor member may be initiated either by majority vote of the Board of Supervisors or by submission of a petition signed by a minimum of fifty percent (50%) of the Board of Supervisors. The petition may be submitted to the President of the Board of Directors directly. Once a vote of no confidence has been called for, the President of the Board of Directors shall, within thirty (30) days, convene a Special Board of Supervisors meeting to consider the no-confidence vote.

b) The President of the Board of Directors shall preside over the Special Board of Supervisors meeting.

c) The President of the Board of Directors shall be responsible for notifying all Board of Supervisor members, at least twenty-one (21) days in advance of the Special Board of Supervisors meeting of the time and location of the meeting. The President of the Board of Directors may request the assistance of the Secretary General in providing notice of the Special Board of Supervisors meeting.

d) For a vote of no-confidence to pass it must first receive more than two-thirds (2/3) of the vote or five (5) votes, from the entire Board of Supervisors.

e) Once the vote of no-confidence passes, the officer is deemed to have lost all his or her rights and privileges as an officer. The former officer still maintains his or her status as a Regular Member.

f) After an officer has been removed, the President of the Board of Directors shall be responsible for immediately conducting an election to fill the position just vacated. The President of the Board of Directors may request the assistance of the Election Committee in conducting the election to fill the vacancy. The election shall be by secret ballot and shall require a majority vote to fill the vacate position.

Vote of No-Confidence at Plenary Meeting:

a) A vote of no-confidence against an officer may be initiated by Regular Members at the Plenary Meeting. (See, Article 4, Section 9.)

ARTICLE 10

ELECTIONS

SECTION 1.

Proportional Representation:

a) Policy. It is AACMA’s policy to use a proportional form of representation to fill all positions on the Board of Directors and the Board of Supervisors.

b) Regional Divisions. AACMA is divided into four (4) regional divisions. Each Regional Division is entitled to have a certain proportional number of positions on the Board of Directors and on the Board of Supervisors.

c) Formula. The formula use to determine the number of Director and Supervisor positions available for each of the four (4) Regional Divisions shall take the proportional number of regional members within each region and divide it by the aggregate (total) number of AACMA Regular Members.
For example:
• Total number of elected Board of Director positions = 30
• Total number of AACMA Regular Members = 600
• Total number East Bay Regional members = 200

d) Calculation: Divide 200 East Bay Regional members by 600 Regular Members to equal the percentage of positions to be filled by East Bay Regional members. [200 ÷ 600 = .33%]Thus, in this example, 33% of the 30 Board of Director position are filled by East Bay Regional members or 10 positions. [.33% x 30 = 9.9% (10).]SECTION 2.

Election Committee:

Convening Election Committee:

b) The Organization Division shall be responsible for calling for the formation of the Election Committee.

c) The establishment of the Election Committee shall be no later than mid-year before the approaching election.

Composition: (17 Positions)

b) The Election Committee shall be comprised of the five (5) members of the Organization Division [one (1) Director and four (4) Deputy Directors]; along with the four (4) Vice-Presidents that are responsible for each of their Regional Divisions; in addition, each Vice-President shall select two (2) members from their division to serve on the election committee, for a total of seventeen (17) Election Committee members.

c) The composition of the Election Committee shall be approved by a majority vote of the Board of Directors.

d) The Election Committee shall elect a Chairperson and a Vice-Chairperson, that shall be responsible for organizing and conducting all matters related to the elections.

Notice:

b) The Director of Organization, at least twenty-one (21) days in advance of the Election Committee meeting, shall be responsible for notifying the remaining Deputy Directors of Organization and for notifying the four (4) Regional Vice-Presidents; of the meeting time and location, and for providing the initial agenda for the meeting.

c) The four (4) Regional Vice-Presidents, at least seven (7) days in advance of the Election Committee meeting, shall be responsible for notify the two (2) members they selected to serve on the committee, of the meeting time and location, and for providing the initial agenda for the meeting.

Quorum Defined for Standing Committee:

b) Election Committee quorum requires nine (9) committee members.

Powers and Duties:

b) The establishment of the Election Committee shall be no later than mid-year before the approaching election.

c) The Election Committee shall be responsible for printing ballots listing candidates from each of the four (4) regions. The candidates are for the thirty (30) Board of Directors positions and for the seven (7) Board of Supervisor positions.

d) The number of positions available for each region shall be determine by the proportional representation formula described in Article 5, Section 1, above.

e) Each regional ballot must clearly state the number of Board of Director and Board of Supervisor positions that are to be filled for a particular region.

f) AACMA’s seal or steel stamp shall be impressed upon each ballot.

g) The ballots shall be mailed by way of first class postage to the Regular Members in each of the four (4) regions. The ballots must be mailed at least forty-five (45) days in advance of the Plenary Meeting.

h) The Election Committee shall, at a minimum, provide instructions on each ballot on how to vote for candidates.

i) The Election Committee shall prepare ballots that contain the designated address for mailing in ballots. The ballots shall also contain a written warning advising Regular Members that their ballots must be received on or before the Plenary Meeting in order to be valid. The warning should also advise Regular Members who choose to mail in their ballots to do so at least seven (7) days in advance of the Plenary Meeting.

Voting.

a) The voting for Board of Directors and Board of Supervisors shall be by way of a secret ballot.

b) A Regular Member shall circle their choices on the ballot and then drop the marked ballot into the designated ballot box, either, before the Plenary Meeting or on the same day as the Plenary Meeting.

c) A Regular Member may choose to vote by way of mailing their ballot to the address designated by the Election Committee. However, all ballots mailed to the Election Committee address must be received on or before the Plenary Meeting to be valid. Any ballot received after the Plenary Meeting is considered invalid and shall not be counted.

d) A Regular Member who is unable to attend the Plenary Meeting may choose to vote by way of a proxy. In order to vote by proxy the Regular Member must submit a “Letter of Proxy,” bearing his or her signature and appointing another Regular Member to vote on his or her behalf. The Letter of Proxy should be presented to the Election Committee Chairperson before voting.

e) A Regular Member may choose to have someone bring his or her ballot to the Plenary Meeting for depositing in the ballot box.

SECTION 3.

Board of Directors Election:

Plenary Meeting:

a) Thirty (30) Board of Directors shall be openly elected once every two (2) years at the Plenary Meeting.

b) The remaining six (6) Directors shall be filled by the majority vote of the thirty (30) newly elected Directors.

Election of President and Vice-Presidents:

a) The Election Committee Chairperson and Vice-Chairperson shall be responsible for organizing and conducting a second- round of elections for the President and the five (5) Vice-Presidents of the Board of Directors. The second-round of elections shall occur no later than thirty (30) days after the general plenary election.

b) The election of the President and Vice-Presidents for the Board of Directors shall be by majority vote of the thirty (30) newly elected Board of Director members. The election shall be conducted by way of a secret ballot.

c) All Vice Presidents-Elect shall be ranked according to the number of votes they each received. The member receiving the highest number of votes shall be the First Vice President, and shall also become AACMA’s First Vice President. The remaining Vice Presidents shall be ranked according to the number of votes they received. For instance, the Vice President with the next greatest number of votes would be ranked Second Vice President, and so on. In the event of a tie vote between Vice Presidents, the President shall cast the tie-breaking vote to determine ranking.

d) It shall be AACMA policy to have one (1) Vice-President from each of the four (4) Regional Divisions to serve as the designated Vice-President for their particular region.

e) The newly elected Board of Directors will use their best efforts to assist in the nomination and election of candidates for Vice-President that will embrace AACMA’s policy to have one (1) Vice-President from each of the four (4) Regional Divisions.

Nomination and Election of Officers for the Board of Directors:

a) Nomination. The newly elected President shall consult with each new member of the Board of Directors to determine assignments to the remaining officer positions on the Board. The newly elected President, in consultation with the five (5) newly elected Vice-Presidents, shall than nominate candidates for the remaining officer positions on the Board of Directors. The nominations are for the following positions:

• One (1) Secretary General
• Two (2) Deputy Secretary Generals
• One (1) Treasurer
• Two (2) Deputy Treasurers
• One (1) Director of Public Relations
• Two (2) Deputy Directors of Public Relations
• One Director of Academic and Educational Affairs
• Two (2) Deputy Directors of Academic and Educational Affairs
• One (1) Director of Communications and Publications
• Two (2) Deputy Directors of Communications and Publications
• One (1) Director of Medical Ethics
• One (1) Deputy Director of Medical Ethics
• One (1) Director of Organization
• Four (4) Deputy Directors of Organization
• One (1) Director of Welfare
• One (1) Deputy Director of Welfare
• One (1) Director of General Affairs
• Two (2) Deputy Directors of General Affairs
• One (1) Director Of English Affairs
• Two (2) Deputy Directors of English Affairs

b) Election. The election of the nominated candidates for the above-listed positions shall be by majority vote of the thirty (30) newly elected Board of Directors. The election of the above-listed positions should be within thirty (30) days of the general election.

Election of Six (6) Remaining Non-Elected Directors:

a) The Election Committee Chairperson and Vice-Chairperson shall be responsible for organizing and conducting the nomination and election of the six (6) remaining non-elected Directors.

b) Nominations for the remaining six (6) directors shall be open to all thirty (30) newly elected Board of Directors.

c) The election of the six (6) open Director positions shall be by a majority vote of the thirty (30) newly elected Board of Directors.

SECTION 4.

Board of Supervisors Election:

Plenary Meeting:

a) Seven (7) Board of Supervisors shall be openly elected once every two (2) years at the Plenary Meeting.
Election of Supervisor General and Vice-Supervisor General:

a) The Election Committee Chairperson and Vice-Chairperson shall be responsible for organizing and conducting a second- round of elections for the Supervisor General and Vice-Supervisor General positions. The second-round of elections shall occur within thirty (30) days after the general plenary election.

b) The election of the Supervisor General and Vice-Supervisor General for the Board of Supervisors shall be by majority vote of the seven (7) newly elected Board of Supervisor members. The election shall be conducted by way of a secret ballot.