International Association of Medical Regulatory Authorities Bylaws

Approved October 26, 2021 

Chapter I. Name

The name of this organization is the International Association of Medical Regulatory Authorities (hereinafter referred to as “IAMRA”).

Chapter II. Location

IAMRA is incorporated in operates within the State of Texas, and in such other areas as may be authorized by the Board of Directors, for the purposes set out in Chapter III.

Chapter III. Purpose, Vision, Goals And Objectives

IAMRA is organized and operates to support the following purpose:

Purpose

To promote effective medical regulation worldwide by supporting best practice, innovation, collaboration, and knowledge sharing to ensure public safety and enable the global medical workforce to deliver quality health care.

IAMRA will develop its Vision, Goals and Objectives; review and update them on a regular basis; and publish them on IAMRA’s website.

Chapter IV. Membership

Acceptance or denial of membership applications is at the sole discretion of the Board of Directors.
All applicants for membership and all organizations granted membership must be in good standing in their own country, (see Chapter V, 1.c.).

IAMRA has two classes of membership: Members and Partners.
Should there be changes to IAMRA's membership classifications, with these changes being approved at the Members General Assembly, any resulting change in membership fees will be amended accordingly in the next billing cycle for annual membership dues.

Section A. Members

1. Membership of IAMRA in the Member category is open to medical regulatory authorities and to national associations of medical regulatory authorities. The term “Medical Regulatory Authority” as used in the Articles of Incorporation and in these Bylaws refers to an organization recognized by the government of a specific country or jurisdiction as being responsible for the regulation, and/or registration/licensure of medical practitioners whereby such practitioners are entitled to practice the profession of medicine.
   
   
2. Eligible organizations will be admitted upon approval of their application by the Board of Directors and payment of membership dues.
   
   
3. Notwithstanding the eligibility criteria for membership in IAMRA, organizations that had or were granted membership at the time of IAMRA's incorporation in July 2004, will retain their membership classification in perpetuity on payment of the required membership dues, unless their membership is ceased in accordance with the cessation of membership provisions contained in Chapter V.

Section B. Partners

1. An organization, which has a nexus to IAMRA:

a. as indicated by its direct contribution to the quality and integrity of the practice of medicine and therefore medical regulation, through activities such as medical education and assessment (undergraduate and postgraduate), credentialing of licensed/registered practitioners; or,

b. by virtue of directly regulating health care professionals other than the medical profession.

2. Eligible organizations will be admitted upon approval of their application by the Board of Directors and payment of membership dues.

Section C. Rights of Members: Members General Assembly

1. The right to vote at and participate in the Members General Assembly is vested in, and restricted to, Members in good standing with IAMRA. For the purposes of these Bylaws the term “in good standing with IAMRA” is defined to include, but is not limited to, a Member whose dues are current at the time of the Members General Assembly, and the conduct of the voting and participating delegates. While voting and participating delegates have the right to speak at the Members General Assembly, they must comply with the meeting rules in order to do so and are expected to conduct themselves in a professional and respectful manner.
   
   
2. Subject to any privacy laws or any legal prohibitions, Members will be entitled to any information necessary to enable them to participate fully at any Members General Assembly. Any other information held by IAMRA, whether relating to IAMRA, any Member or Partner, or otherwise, may be released to Members upon request and as the Board of Directors considers appropriate at its sole discretion.
   
   
3. Resolutions may be proposed by any Member of IAMRA and the procedure for submission of such resolution will be in accordance with IAMRA policy.
   
   
4. Each Member will be entitled to designate three (3) Participating Delegates from their organization. These delegates may speak at the Members General Assembly.
   
   
5. Voting at the Members General Assembly is according to the rule of one country, one vote.
   
   
6. Where a country has only one Member organization, that Member may appoint a Voting Delegate;
   
   
7. Where a country has more than one Member organization:

a. that country may appoint one (1) individual named as a Participating Delegate by a Member organization in that country to serve as the Voting Delegate on behalf of all of the Members of that country; 

b. that country must designate a Voting Delegate within 30 days of the Members General Assembly;

c. if the Members from a country cannot agree on a Voting Delegate, then that country will forfeit the right to vote at the Members General Assembly.

Section D. Rights of Partners:  Members General Assembly

1. The right to participate at the Members General Assembly is vested in, and restricted to, Partners in good standing with IAMRA. For the purpose of these Bylaws, the term "in good standing with IAMRA" is defined to include, but is not limited to, a Partner whose dues are current at the time of the Members General Assembly, and the conduct of the participating delegate(s). While participating delegates have the right to speak at the Members General Assembly, they must comply with the meeting rules in order to do so and are expected to conduct themselves in a professional and respectful manner.
   
   
2. Subject to any privacy laws or any legal prohibitions, Partners will be entitled to any information necessary to enable them to participate fully (except voting) at any Members General Assembly.
   
   
3. Resolutions may be proposed by any Partner of IAMRA and the procedure for submission of such resolution should be in accordance with IAMRA policy. Any other information held by IAMRA, whether relating to IAMRA, any Member or Partner, or otherwise, may be released to Partners upon request and as the Board of Directors considers appropriate at its sole discretion.
   
   
4. Each Partner is entitled to designate three (3) Participating Delegates from their organization. These delegates may speak at the Members General Assembly.
   
   
5. Partners are not  permitted to vote at the Members General Assembly.

Chapter V. Cessation and Suspension of Membership

The exercise of the powers of cessation and suspension of membership under this Chapter are subject to Chapter VII, Sections E and F (due process).

1. Cessation of Membership:

Membership of IAMRA for any Member or Partner, will cease either:

a. upon written notice given to the Board of Directors of the Member’s or Partner’s intent to withdraw as a member of IAMRA; or

b. where the Board of Directors believes, on reasonable grounds, that the Member or Partner organization is not in good standing, for reasons other than the non-payment of any annual membership dues, the Board of Directors, may:

i. suspend the membership of the Member or Partner; and may

ii. refer the matter to the next Members General Assembly for a vote as to whether membership of IAMRA will continue or cease. Membership will cease upon a two-thirds majority vote at the Members General Assembly that membership of the relevant Member or Partner will cease.

c. For the purposes of this chapter, an organization is not in good standing if it is not in compliance with any obligations imposed upon it by a national authority or it may not discharge these obligations unconditionally and without restriction.

d. An organization is not in good standing if it does not comply with the Promotion and Communication of IAMRA policy as published on IAMRA’s website.

2. Suspension of Membership:

a.      The Board of Directors may suspend the membership of any Member or Partner for non-payment of membership dues.

i.   The defaulting Member or Partner must be given written notice of the intended suspension at least 30 days before the suspension becomes effective.

ii.   Reinstatement of membership will be effected upon written application, together with payment of any outstanding membership dues and approval by the Board of Directors.

iii.  Should a suspension continue for 24 months, the membership may be terminated.

Chapter VI. Offices, Elections and Duties

The Offices of IAMRA are the Chair, Chair-elect and Secretary.

Section A. Office of Chair

1. The Chair-elect who was elected at the last Members General Assembly at which elections were held will automatically assume the office of Chair at the final adjournment of the Members General Assembly at which a new Chair-elect is elected.
2. If the previously elected Chair-elect is unable to assume the office of Chair, then nominations for  Chair  will be made in  compliance with the Instructions for Submitting Nominations, as determined solely by the Board of Directors of IAMRA and published accordingly. In these circumstances:

a. only those individuals who are designated as Voting Delegates at the time of the Members General Assembly will be eligible for election as Chair of IAMRA;

b. only those individuals who have served on an IAMRA committee or working group for at least one year will be eligible for election as Chair of IAMRA;

c. in the exceptional event that no nomination for Chair is received, nominations from the floor will be permitted at the Members General Assembly, provided there is a Member as nominator and at least two additional supporting Members as seconders. The nominee in such circumstances need not have served as a member of an IAMRA committee or working group for at least one year.

d. all nominees will be invited to provide oral statements in support of their candidacy before the vote. Time will also be given to Members of the General Assembly to ask the nominees questions about their candidacies before the vote;

e. a Chair will be elected by a majority [one more than one-half (1/2) of the number of Voting Delegates of the Members General Assembly who are in attendance and vote];

f. if there is only one nominee for the Chair, then that individual will be declared elected by acclamation;

g. if more than two nominations are received for Chair and no nominee receives a majority during the first round of voting, run-off elections will be held as necessary to determine two (2) final nominees. A final vote will then be held between those two (2) nominees.  In the event of a tie, the tie will be resolved by the toss of a coin by the Presiding Officer.

h. In addition to the procedural requirements contained in these Bylaws, the election process will be carried out in compliance with the Election Process document, as determined solely by the Board of Directors of IAMRA and published accordingly.

Section B. Office of Chair-elect

1. A Chair-elect will be elected by a majority [one more than one-half (1/2) of the number of eligible Voting Delegates who are in attendance at the Members General Assembly and vote].
2. Nominations for  Chair-elect should be made in compliance with the Instructions for Submitting Nominations, as determined solely by the Board of Directors of IAMRA and published accordingly.

a. Only those individuals who are designated as Voting Delegates at the time of the Members General Assembly will be eligible for election as Chair-elect of IAMRA.

b. Only those individuals who have served on an IAMRA committee or working group for at least one year will be eligible for election as Chair-elect of IAMRA.

c. In the exceptional event that no nomination for Chair-elect is received, nominations from the floor will be permitted at the Members General Assembly, provided there is a Member as nominator and at least two additional supporting Members as seconders. The nominee in such circumstances need not have served as a member of an IAMRA committee or working group for at least one year.

d. All nominees will be invited to provide oral statements in support of their candidacy before the vote. Time will also be given to Members of the General Assembly to ask the nominees questions about their candidacies before the vote.

e. If there is only one nominee for Chair-elect, then that individual will be declared elected by acclamation.

f. If more than two nominations are received for Chair-elect, and no nominee receives a majority during the first round of voting, run-off elections will be held as necessary to determine two (2) final nominees.  A final vote will then be held between those two (2) nominees. In the event of a tie, the tie will be resolved by the toss of a coin by the Presiding Officer. 

g. In addition to the procedural requirements contained in these Bylaws, the election process will be carried out in compliance with the Election Process document, as determined solely by the Board of Directors of IAMRA and published accordingly.

Section C. Office of the Secretary

1. The Secretary will be a representative of the organization providing IAMRA’s Secretariat. Their appointment is subject to approval by the Board of Directors, and endures until such time as the Board of Directors names a replacement to the Secretariat in accordance with Chapter VII of these Bylaws.
   
2. Should the person serving as Secretary be elected as Chair-elect, then they would also serve as Secretary, until such time as their term as Chair is complete.
3. Should the Secretary cease to be a representative of the organization providing IAMRA’s Secretariat during their term as Secretary, then they will be required to stand down and the organization providing the Secretariat will be required to nominate a new Secretary, subject to approval by the Board of Directors.
4. The Secretary may be removed from office by a two-thirds majority vote of the Board of Directors upon conviction of a felony, gross misconduct, failure to perform, dereliction of duties or conflict of interest.

Section D. Duties of Officers

1. The duties of the Chair will be to:

a. carry out such functions and duties on behalf of IAMRA as may be necessary for the efficient functioning of IAMRA and in accordance with the Articles of Incorporation, these Bylaws and the policies and decisions of IAMRA;

 b. preside over all meetings and sessions of the Members General Assembly and the Board of Directors, unless they have a conflict of interest;

 c. act as the official spokesperson and official representative of IAMRA; and

 d. perform the duties customary to the office of the Chair of a corporation.

2. The duties of the Chair-elect will be to:

 a. assist the Chair in the discharge of their duties;

 b. perform the duties of the Chair at their request; and

 c. in the absence or recusal of the Chair, carry out the functions and duties of the Chair.

3. The Secretary will have duties customary to the office of Secretary of a corporation and such other duties and responsibilities as IAMRA and the Board of Directors determine, including, but not limited to:

 a. being the custodian of the records of the organization; and

           b. overseeing the Office of the Secretariat.

Section E. Terms of Office and Succession

1. The person elected to the office of Chair-elect will serve in that office for a term of two (2) years as Chair-elect or until their successor assumes office. 
2. The person who assumes or is elected to the office of Chair will serve in that office for a term of two (2) years as Chair or until their successor assumes office.
3. Should the Chair or Chair-elect of IAMRA cease to be a representative of an IAMRA Member organization, then they will require the written support to complete their term from the organization they represented when they stood for election as well as approval from the Board of Directors.
4. A Chair or Chair-elect may resign their office by providing written notice of their resignation to the Board of Directors.

Section F. Vacancies

1. In the event of a vacancy in the office of the Chair, the Chair-elect will assume the position of Chair for the remainder of the unexpired term, and will then serve a full two-year term as Chair.
2. In the event of a vacancy in the office of the Chair-elect, the Board of Directors will appoint a Director to assume the duties, but not the office, of Chair-elect until the next Members General Assembly at which elections are to occur. At this Members General Assembly, both a Chair and a Chair-elect will be elected in accordance with the provisions in Section B of this Chapter V.
3. In the event that the Chair-elect does not assume the duties of the Chair at the next Members General Assembly, both a Chair and a Chair-elect shall be elected in accordance with the provisions in Chapter VI, Sections A and B.
4. In the event that the Chair-elect does not assume the duties of the Chair at the next Members General Assembly, both a Chair and a Chair-elect will be elected in accordance with the provisions in Chapter VI, Sections A and B.

Chapter VII. Board of Directors

Section A. Governance       

1. The governance and administration of IAMRA are vested in the Board of Directors and it will act for IAMRA between meetings of the Members General Assembly.
2. Each member of the Board of Directors is required to comply with the Conflict of Interest Policy, as determined solely by the Board of Directors of IAMRA and published  accordingly.
3. The Board of Directors will provide leadership in the development and implementation of IAMRA’s strategic plan and business plan.
4. The Board of Directors will carry out the mandates of IAMRA as established by the Members General Assembly, and it will have full and complete power and authority to perform all acts and to transact all business for and on behalf of IAMRA.
5. Members of the Board of Directors may, at the request of or with the support of the Chair, represent and speak on behalf of IAMRA to promote recognition of IAMRA and its efforts to fulfil its goals.
6. The Board of Directors, through the Chair, will present an activity report to the Members and Partners at meetings of the Members General Assembly and regularly through other means including, but not limited to, mailed and electronic communications.
7. The Board of Directors will conduct and manage all property, affairs, work and activities of IAMRA, subject only to the provisions of the Articles of Incorporation, these Bylaws, and to the resolutions and enactments of the Members General Assembly.

Section B. Membership and Representation

1. While elected positions are dependent upon nominations and a willingness and ability to serve, representation on the Board of Directors should, as much as possible, reflect the diversity of the membership.

a. There should be no more than one (1) member on the Board of Directors from the same organization at the same time.

b. There should be no more than one (1) member on the Board of Directors from the same nation-state at the same time. This is not applicable to the Officers of IAMRA or the Immediate Past Chair.

2. The Board of Directors will be composed of the three (3) Officers of IAMRA; the Immediate Past Chair; and six (6) Directors representing the six world regions, these being:

• Africa
• Asia
• Australasia Pacific
• Europe
• Central and North America
• South America

       and two (2) Directors from any world region.

3. The Immediate Past Chair must have the support of the Board of Directors.

Section C. Election of Directors

1. Only those individuals who are designated as Voting and/or Participating delegates (by Members, not Partners) at the time of the Members General Assembly will be eligible or election as Directors.
2. Nominations of Directors will be made in compliance with the Instructions for Submitting Nominations, as determined solely by the Board of Directors of IAMRA and accordingly.
3. At least two (2) Directors will be elected at each meeting of the Members General Assembly to serve on the Board of Directors by a majority [one more than one-half (1/2) of the number of Voting Delegates of the Members General Assembly who are in attendance and vote].
4. All nominees for Director positions will be invited to provide oral statements in support of their candidacy before the vote. Time will also be given to Members of the General Assembly to ask nominees questions about their candidacies before the vote.
5. In the event that not enough nominations for Director positions are received, nominations from the floor will be permitted at the Members General Assembly, provided there is a Member as nominator and at least two (2) additional supporting Members as seconders. 
6. In addition to the procedural requirements contained in these Bylaws, the election process will be carried out in compliance with the Election Process document, as determined solely by the Board of Directors of IAMRA and published on the website accordingly.

Sub-Section 1. Non-Regional Directors

1. If the number of nominees is equal to the number of non-regional Director positions to be filled, then those individuals will be elected by acclamation.
2. If there is one non-regional Director position to be filled and more than two nominations are received, the nominee receiving the majority [one more than one-half (1/2) of the number of Voting Delegates of the Members General Assembly who are in attendance and vote] will be elected.  If no nominee receives a majority during the first round of voting, run-off elections will be held as necessary to determine two (2) final nominees.  A final vote will then be held between those two (2) nominees. In the event of a tie, the tie will be resolved by the toss of a coin by the Presiding Officer.
3. If there are two non-regional Director positions to be filled and more than two nominations are received, a separate ballot will be held for each position. All of the nominees will be listed on the first ballot.  

a. The nominee receiving the majority [one more than one-half (1/2) of the number of Voting Delegates of the Members General Assembly who are in attendance  and vote] will be elected to the first non-regional position. If no nominee receives a majority during the first round of voting, run-off elections will be held as necessary to determine two (2) final nominees. A final vote will then be held between those two (2) nominees.  In the event of a tie, the tie will be resolved by the toss of a coin by the Presiding Officer.

b. For the second non-regional position, all of the nominees will be listed on the second ballot, with the exception of the nominee who was just elected.

c. The nominee receiving the majority [one more than one-half (1/2) of the number of Voting Delegates of the Members General Assembly who are in attendance and vote] will be elected to the second non-regional position. If no nominee receives a majority during the first round of voting, run-off elections will be held as necessary to determine two (2) final nominees.  A final vote will then be held between those two (2) nominees. In the event of a tie, the tie will be resolved by the toss of a coin by the Presiding Officer.

Sub-Section 2. Regional Directors

1. If there is only one nominee for a specific regional Director position to be filled, then that individual will be declared elected by acclamation.
2. If there is a specific regional Director position to be filled, and more than two nominations are received and no nominee receives a majority [one more than one-half (1/2) of the number of Voting Delegates of the Members General Assembly who are in attendance and vote] during the first round of voting, run-off elections will be held as necessary to determine two (2) final nominees.  A final vote will then be held between those two (2) nominees.  In the event of a tie, the tie will be resolved by the toss of a coin by the Presiding Officer.

Section D. Terms of Office of Directors

1. Each Director will be elected for a term of four (4) years or until their successor assumes office and will be eligible to be re-elected to one (1) additional term.
2. In the event of a vacancy in a Director position, the Board of Directors may appoint an individual to that position providing that individual has the support of their Member organization, and otherwise meets the criteria of Chapter VI, Section B., to fill this vacancy for the remainder of the unexpired term.
3. Should a Director cease to be a representative of that IAMRA Member organization, then they will require written support to complete their term from the organization they represented when they stood for election as well as approval from the Board of Directors.

Section E. Suspension, Termination and Appeals

1. Any officer or member of the Board of Directors, including the Chair and Chair-elect, may be suspended or removed from the Board for any cause deemed sufficient, following due process as defined in these Bylaws, by an affirmative vote of two-thirds of the total members of the Board of Directors who are not subject to the removal or suspension motion.
2. If a person is removed by the Board of Directors, the decision should be advised to all Members and Partners in a timely manner.
3. Appeal for reinstatement:

a. A member of the Board removed by the Board of Directors may appeal for reinstatement to the Board within six months of removal.

b. To be considered for reinstatement to the Board, the person must submit a written request to the Board of Directors.

c. The Board of Directors reserves the right to ask for additional information as it pertains to the request for reinstatement. The person has 30 days from the date of the request for additional information to submit that information to the Board of Directors.

d. The person may be reinstated by an affirmative vote of two-thirds of the total number of members of the Board of Directors.

e. The Board of Directors will advise its decision on reinstatement in writing to the affected person within 60 days of receipt of all information requested for consideration of reinstatement.

f. The Board of Directors’ decision is final, and no additional appeals will be considered.

g. Neither the Board of Directors nor IAMRA is responsible for any costs incurred by the individual seeking reinstatement, regardless of whether or not reinstatement is approved.

Section F. Due Process

1. Due process includes, but is not limited to:

a. appropriate verification of information to be considered in making any decision;

b. providing notice to the relevant person of the concerns of the Board of Directors;

c. providing notice of the information that will be considered by the Board of Directors in making any decision; and

d. providing an opportunity for the relevant person make submissions addressing the Board of Director’s concerns prior to any decision by the Board of Directors.

Section G. Meetings of the Board of Directors

1. The Board of Directors will meet at least four times per year.
2. The quorum for conducting business will be a majority (one more than one-half) of the membership of the Board.

Chapter VIII. Secretariat

1. The support services of IAMRA, including but not limited to operations, accounting, legal and IT support, will be undertaken by an organization appointed by the Board of Directors until such time as the Board of Directors names a replacement. Reimbursement of expenses incurred in this capacity, if requested, will be from IAMRA’s funds.
2. The support services of IAMRA will be put out to tender should the organization providing the services decide that it no longer wishes to continue, or should the Board of Directors decide that a replacement is required. The tender and selection process will be managed by the Board of Directors.
3. The Secretariat will be staffed and financed in accordance with decisions of the Board of Directors.

Chapter IX. Committees and Working Groups

Section A. General Provisions

1. The Board of Directors will establish and appoint committees or working groups in order to give effect to the purpose of IAMRA. Such committees or working groups will report to the Board of Directors.
2. Partners may serve on any standing committee or working group of IAMRA other than the Board of Directors and the Nominating Committee.
3. The Board of Directors will regularly review the terms of reference, composition and continuing need for each committee and working group.
4. Each member of any IAMRA committee or working group is required to comply with the Conflict of Interest Policy, as determined solely by the Board of Directors of IAMRA and published accordingly.
5. Any member of a standing committee or working group, including the Chair, may be suspended or removed from membership of that committee/working group for any cause deemed sufficient, following due process as defined in these Bylaws, by an affirmative vote of two-thirds of the total members of the Board of Directors.
6. The provisions set out in Chapter VI, Section E.3 (a-g) also apply to a member of a standing committee or working group appealing suspension or removal. 
7. For meetings of any committee or other constituted group, the quorum for conducting business will be a majority (one more than one-half) of the membership of the committee or constituted group.

Section B. Nominating Committee

1. At least one hundred and twenty (120) days before a Members General Assembly at which officers will be elected, the Chair (with the advice and consent of the Board of Directors) will appoint and chair a Nominating Committee consisting of not less than three (3) individuals, at least one (1) of whom will also be a current member of the Board of Directors. Members of the Nominating Committee must not be standing for election.
2. The Nominating Committee will assess the eligibility of nominees to the Board of Directors based on the information provided by each nominee and their Member organization as outlined in the Instructions for Submitting Nominations as determined solely by the Board of Directors of IAMRA and published accordingly. The Nominating Committee will also consider whether the Member organization is in good standing as it pertains to membership dues, etc.
3. The Nominating Committee will submit a slate of one or more nominees for each of the offices and positions to be filled by election at the meeting of the Members General Assembly to members not fewer than 60 days prior to the Members General Assembly.

Chapter X. Meetings

Section A. Members General Assembly

1. A Members General Assembly is to be held at least once every two years, in a manner including, but not limited to, in-person, virtual (as defined under Section E of this Chapter) or hybrid meetings; at a place and time and using technology determined by the Board of Directors.
2. Resolutions will be decided by the majority vote of the Voting Delegates of the Members General Assembly who are in attendance vote, with the Chair having both a deliberative and a casting vote.
3. Adopted resolutions will be binding on Members and Partners (as applicable to each), only so far as they relate to the business of IAMRA, and will not otherwise impinge on the autonomy of Members and Partners with regard to their statutory responsibilities and policies in their own jurisdictions.
4. At the request of the Chair or a Voting Delegate, and with the approval of two-thirds of Voting Delegates who are in attendance and vote, the Members General Assembly may, for any agenda item specified in the request, be held as a closed meeting, with only Members and Partners allowed to attend.

Section B. Special Meetings

1. Special meetings of the Members General Assembly may be called at any time:

a. by the Chair, or

b. on the written request of ten (10) Members, or

c. by action of the Board of Directors.

2. Written notice of the manner, time and place of such meetings will be given to all Members and Partners not fewer than 30 days prior to the date of the meeting.

Section C. Quorum

For the Members General Assembly, the quorum for conducting business will be at least one quarter (1/4) of the Voting Delegates appointed in accordance with Chapter IV, Section C. Rights of Members, and who are participating in the meeting. 

Section D. Rules of Order

Meetings of the Members General Assembly will be conducted in accordance with the American Institute of Parliamentarians Standard Code of Parliamentary Procedure, current edition, except when in conflict with the Articles of Incorporation or these Bylaws, in which case the Articles of Incorporation or these Bylaws shall prevail.

Section E. Conduct of  Meeting Communications Technology

Subject to the requirements of the Texas Non-Profit Act, as amended, or these Bylaws, a meeting of the Members General Assembly, Board of Directors, or any committee or working group may be held by means of a suitable electronic communications system, including telephonic or videoconferencing technology, or any combination of those means. 

Chapter XI. Finances and Dues

Section A. Sources of Funds

Funds will be collected by means of annual membership dues as well as voluntary contributions, donations, grants and interest on any investments of IAMRA.

Section B. Annual Dues

1. Annual membership dues will be payable by all Members and Partners:

a. as determined by the regular Members General Assembly for the year immediately after the Assembly meets and, in alternate years, by the Board of Directors;

b. in United States dollars, on or before 1 May every year;

2. Annual membership dues are non-refundable.

Section C. Application of Funds

All funds shall be applied to give effect to the purpose of IAMRA in accordance with the Articles of Incorporation and these Bylaws.

Section D. Financial Management

1. The Board of Directors will approve an annual budget for IAMRA.
2. All funds of IAMRA will be administered by the current Secretariat appointed in terms of Chapter VI, Section C.
3. The Secretariat may authorize payments on behalf of IAMRA once approval has been given by the Secretary.
4. The Secretariat will provide quarterly financial statements and variance reports for the year under review to the Board of Directors.
5. The Secretariat  will ensure that an annual independent audit of the financial accounts and records of IAMRA is performed by an independent accountant, and will submit  such audit to the Board of Directors for review and approval.
6. Financial statements for the current fiscal year and final audit documents of the most recently closed fiscal year will be presented to the Members and Partners of IAMRA at the Members General Assembly for information.
7. The liability of any Member or Partner with respect to the finances of IAMRA will be limited to the amount of its membership fees.

Section E. Emoluments

1. No Delegate , representative, Officer or Director of IAMRA will be entitled to any emoluments from IAMRA, save to be reimbursed for authorized expenditures incurred in the pursuance of their duties, as determined by policies established by the Board of Directors. 
2. No compensation will be paid to any committee member in their capacity as a committee member.

Section F. Fees Payable for Services

The Board of Directors will determine what fees, if any, will be payable to IAMRA for any services or information provided by IAMRA.

Section G. Indemnification

1. Every member of the Board of Directors, in exercising the powers and discharging the duties of a member of the Board of Directors, is to act honestly and in good faith in the best interest of IAMRA and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
2. Subject to the foregoing, IAMRA may purchase liability protection to provide appropriate indemnification for the members of the Board of Directors.

Section H. Board of Directors

Subject to IAMRA’s financial resources, financial support will be available to assist a member of the Board of Directors from a Category 1 or 2 country, according to the World Bank classification,  to attend the in-person meetings of the Board of Directors.

Section I. Sponsorship of Members from Category 1 and 2 Countries to Attend IAMRA events

1. A call to Members for contributions to the sponsorship fund may be sent at least six months before an IAMRA event.
2. Subject to funds being available, a call for applications to receive financial assistance may be sent to Members in good standing from Category 1 and 2 countries, according to the World Bank classification, at least six months before an IAMRA event.
3. Such Members may submit a formal request for financial assistance for one participant from its organization.
4. Applications from such Members that have not received financial assistance in the previous five years will be considered on a preferential basis, all other things being equal.
5. The Board of Directors will review all applications for financial assistance and make a decision based on identified need, fairness and available sponsorship funding.
6. The decision of the Directors is final.

Chapter XII. Adoption and Amendment of Bylaws

Section A. Amendment

1. The Bylaws may be amended or altered by a majority [one more than one-half (1/2) of the number of Voting Delegates of the Members General Assembly who are in attendance and vote] at a Members General Assembly.
2. Written notice of such proposed amendment(s) must be given to Members and Partners at least thirty (30) days prior to the meeting.
3. Bylaws should be reviewed and, if required, updated on a regular basis.

Section B. Effective Date

These Bylaws and any subsequent amendments will become effective upon their adoption by the Members General Assembly.